TCR_Public/080612.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 12, 2008, Vol. 12, No. 139           

                             Headlines

155 EAST TROPICANA: S&P CutS Rating to CCC- on Liquidity Concerns
ADVANCED CELL: Singer Lewak Expresses Going Concern Doubt
ADVANCED CELL: To Miss Quarterly Report Filing Deadline   
ALLEN SYSTEMS: Moody's Reviewing B2 Probability of Default Rating
ALLIANT TECHSYSTEMS: Moody's Affirms Ba3 Corporate Family Rating

AMERICAN GENERAL: A.M. Best Trims FS Ratings to C++(Marginal)
AMERICAN HOME: Settles Suit Over HELOC Servicing Agreements
AMERICAN HOME: Inks 4th Stipulation with ABN on Construction Loan
AMERICAN HOME: Panel's Request to Hire Conflicts Counsel Denied
AMERICAN INT'L: Shareholders Seek Board & Management Changes

AMERICAN RESOURCES: Hermitage Deal Cues A.M. Best Rating Review
AMPEX CORPORATION: Court Approves 3rd Amended Disclosure Statement
ARLEY NICHOLS: Voluntary Chapter 11 Case Summary
ASARCO LLC: Court Extends Deadline to Remove Actions to October 10
ASARCO LLC: Settles Iron Mountain and B&L Woodwaste Claims

ASARCO LLC: Seek Approval of Final Bid Procedures on Vedanta Sale
ASTRATA GROUP: John Clough Appointed to Board of Directors
AVC VILLA: Section 341(a) Meeting Scheduled for July 22
AVC VILLA: Voluntary Chapter 11 Case Summary
BDB MANAGEMENT: Case Summary & 44 Largest Unsecured Creditors

BEAZER HOMES: Fitch Cuts Credit Facility Rating to BB-/RR5
B/E AEROSPACE: Moody's Affirms Ba2 CFR on HCS Acquisition
BHM TECHNOLOGIES: Trustee Objects to DIP Financing Order
BHM TECHNOLOGIES: Wants White & Case as Special Counsel
BOSTON SCIENTIFIC: CryoCor Holders Tender 90% Stake to Subsidiary

BPC REORGANIZATION: Plan Confirmation Hearing Set for July 10
BRISTOW GROUP: S&P Assigns 'BB' Rating on $100MM Convertible Notes
CALYPTE BIOMEDICAL: March 31 Balance Sheet Upside-Down by $9.6MM
CAROL CAPOCCIA: Case Summary & Seven Largest Unsecured Creditors
CATHOLIC CHURCH: Fairbanks May File Chapter 11 Plan Until July 15

CEDAR FUNDING: Hearing on Case Trustee Appointment Set Tomorrow
CELSIA TECH: March 31 Balance Sheet Upside-Down by $1,866,264
CENTEX CORP: Fitch Lowers Issuer Default Rating to BB+ from BBB
CHAMPION HOLDINGS: Voluntary Chapter 11 Case Summary
CHARTERHOUSE BOISE: U.S. Trustee Pushes for Dismissal of Case

CHRYSLER LLC: Has $9 Bil. in Cash at Year End, CEO Nardelli Says
CHRYSLER LLC: May 2008 International Sales Increase by 5%
CLEARPOINT BUSINESS: Defaults Under Credit Agreement with M&T
CORK & OLIVE: Files for Chapter 11 After Funding Dried Up
CORK & OLIVE: Case Summary & 20 Largest Unsecured Creditors

CORPORATE BACKED TRUST: S&P Lifts Certificate Rating to B from B-
CRITICAL THERAPEUTICS: Posts $10,779,000 Net Loss in 2008 1st Qtr.
CROSSWINDS AT LONE STAR RANCH: Seeks to Obtain $525,000 Financing
CROSSWINDS AT LONE STAR RANCH: U.S. Trustee Amends Committee
CROSSWINDS AT LONE STAR RANCH: Files Plan & Disclosure Statement

CRYOCOR INC: Holders Tender 90% Stake to Boston Scientific's Unit
DARREN HARTWICK: Involuntary Chapter 11 Case Summary
DEEP OCEAN: Plans to Secure DIP Financing to Continue Business
DELTA FINANCIAL: Westchester Surplus Refutes Insurance Claim
DELTA AIR: CFO Ed Bastian Meets with NWA Pilot Leaders

DELTA AIR: Faces Interference Charges by Flight Attendants
DELTA AIR: Justice Department Seeks Information on Merger Plan
DISTRIBUTED ENERGY: Posts $8,433,341 Net Loss in 2008 1st Quarter
DISTRIBUTED ENERGY: Wants Sale Bid Procedures of Units Approved
D.R. HORTON: Difficult Housing Envi. Prompts Fitch to Cut Ratings

DRI CORP: Shareholders OK Proposals at 2008 Annual Meeting
EDUCATION RESOURCES: Wants to Reject First Marblehead Agreements
ENCYSIVE PHARMA: March 31 Balance Sheet Upside-Down by $160.6MM
ENLIVEN MARKETING: Posts Net Loss in 2008 First Quarter
ENRON CORP: Appeals Court Affirms Fleming & Associates Sanction

EOS AIRLINES: Court Sets July 28 as Deadline for Filing Claims
EVANDER HOLYFIELD: Hit by Financial Blows; Misses Payments
EVERGREEN TANK: Moody's Junks Corporate Family Rating
FEDDERS CORP: Files Disclosure Statement and Chapter 11 Plan
FRONTLINE CAPITAL: Disclosure Statement Hearing Set for July 24

FELLOWS ENERGY: March 31 Balance Sheet Upside-Down by $5,375,609
FIRST MARBLEHEAD: Education Resources Wants Contracts Rejected
FORD MOTOR: Trancinda Raising Interest to 5.5%
FREE DREAM: Voluntary Chapter 11 Petition
GARY SMITH: Voluntary Chapter 11 Case Summary

GEORGIA GULF: Weak Product Demands Cue Fitch to Downgrade Ratings
GLOWPOINT INC: March 31 Balance Sheet Upside-Down by $19,773,000
GOLDMAN SACHS: Fitch Slashes A Rating to BB on Class M-2 Certs.
GOODY'S FAMILY: Taps Logan & Company as Claims Agent
GREEKTOWN CASINO: Wants to Employ Kurtzman Carson as Claims Agent

GREEKTOWN CASINO: U.S. Trustee Appoints Unsecured Creditors Panel
GREEKTOWN CASINO: Wants Conway Employment Motion Supplement Okayed
GREY WOLF: Gets $2BB Unsolicited Offer from Precision Drilling
GILES GOLDFIELD: Case Summary & Largest Unsecured Creditor
GLENN CARVER: Case Summary & 13 Largest Unsecured Creditors

HANCOCK FABRICS: Files Consolidated Chapter 11 Plan
HANCOCK FABRICS: Wants Plan Confirmation Hearing Set for July 22
HOLOGIC INC: Inks $580 million Acquisition Deal with Third Wave
HOLOGIC INC: $580MM Third Wave Deal Won't Affect S&P's Ratings
HOLOGIC INC: Moody's Affirms Ba3 CFR on Third Wave Acquisition

HOVNANIAN ENTERPRISES: Fitch Holds 'B-' Issuer Default Rating
HUGHES NETWORK: S&P Revises Outlook to Positive from Stable
HWY 53: Case Summary & Four Largest Unsecured Creditors
IDLEAIRE TECHNOLOGIES: Committee Taps Saul Ewing as Counsel
IDLAIRE TECHNOLOGIES: Panel Taps Mesirow as Financial Advisor

IMMUNICON CORP: Files Ch. 11 Protection, Sells Assets to Veridex
INFINITY ENERGY: Posts $1,252,000 Net Loss in 2008 First Quarter
INNOPHOS HOLDINGS: Completes 4.6 Million Common Stock Offering
INNOVATIVE COMM: Auction Process Going Poorly, Greenlight Says
IRVINE SENSORS: Nasdaq to Delist Stock on Bid Price Non-Compliance

JAMES BARBER: Chapter 11 Voluntary Petition
JETBLUE AIRWAYS: Completes 5.5% Convertible Debentures Offering
JOHNSONDIVERSEY: Moody's Holds Caa1 Rating on $406M Discount Notes
JOSE JACOB: Case Summary & 19 Largest Unsecured Creditors
KB HOME: Fitch Affirms 'BB+' ID Rating with Negative Outlook

KEVIN BYRD: Voluntary Chapter 11 Petition
LA JOLLA: Posts $13,637,000 Net Loss in 2008 First Quarter
LANCASTER-33 RD: Case Summary & 20 Largest Unsecured Creditors
LANDSOURCE COMMUNITIES: Asks Court OK for $1.1BB DIP Financing
LANDSOURCE: Wants to Employ Kurtzman Carson as Claims Agent

LEGEND HOMES: Files for Chapter 11 Bankruptcy in Oregon
LEGEND HOMES: Case Summary & 20 Largest Unsecured Creditors
LEINER HEALTH: Gets $371MM Bid from NBTY Inc. at June 9 Auction
LILLIAN VERNON: Wants to Extend Plan Filing Period to Oct. 31
LUIS MARQUEZ: Voluntary Chapter 11 Petition

LUMINENT MORTGAGE: Chief Investment Officer Papatheoharis Resigns
MACKLOWE PROPERTIES: Deustche Bank to Sell Three Seized Buildings
MARY TABOR: Case Summary & 17 Largest Unsecured Creditors
MEDICURE INC: February 29 Balance Sheet Upside-Down by C$3,907,564
MEDICURE INC: Receives Listing Noncompliance Notice from AMEX

MIDON RESTAURANT: Files for Chapter 11 Bankruptcy in Albany
M/I HOMES: Fitch Chips Issuer Default Rating to B+ from BB-
NATIONAL HOUSING: Has $19.7MM Partners' Deficit at Sept. 30, 2006
NBTY INC: Offers $371 Million for Leiner Health Assets
NORTHWEST AIRLINES: Seeks Extension of Claims Objection Period

NORTHWEST AIRLINES: Seeks Dissolution of Sub-Reserves
OAKS GROUP: Gets Interim OK to Use Compass Bank's Cash Collateral
OHIO VALLEY HEALTH: S&P Downgrades Debt Rating to B- from B
PACIFIC LUMBER: Seeks Court Ok for $20MM Financing from Lehman
PACIFIC LUMBER: Court Says Marathon/Mendocino Plan Confirmable

PC UNIVERSE: Posts $518,771 Net Loss in 2008 First Quarter
PEERLESS SYSTEMS: Gets Nasdaq Notice on Possible Delisting
PLASTECH ENGINEERED: Wants to Fix Cure for Pacts Included in Sales
PLASTECH ENGINEERED: Wants to Cap Tax Liens to Allow Credit Bids
PREMAIR INC: Chapter 11 Case Dismissed After Seizure of Jet

PROTECTED VEHICLES: Committee Insists on Conversion to Chapter 7
PROTECTED VEHICLES: Panel Taps Aurora Management as Fin'l Advisors
PROTECTED VEHICLES: Court Okays Excess Steel Sale to Triple-S
PROTRON DIGITAL: Case Summary & 20 Largest Unsecured Creditors
QUEENS SEAPORT: City Balks at Prevratil Settlement Agreement

REFCO LLC: Multi-Bank to Pay $1.25MM to RCM Plan Administrator
REFCO INC: Ch. 7 Trustee Wants GE Capital Claims Cut by $700,000
RELIANT ENERGY: Court Approves $500MM Sale of Channelview Facility
RYLAND GROUP: Fitch Cuts Ratings to BB+ on Difficult Housing Envi.
REFCO LLC: Multi-Bank to Pay $1.25MM to RCM Plan Administrator

RENE PIEDRA: Case Summary & 20 Largest Unsecured Creditors
SCOTTISH RE: Pacific LifeCorp Deal Cues Fitch's Positive Watch
SECURED DIGITAL: March 31 Balance Sheet Upside-Down by $486,539
SENTINEL MANAGEMENT: $10MM Grede-Bloom Pact Approved; BoNY Objects
SHARPER IMAGE: Allowed to Employ KPMG as Tax Consultant

SOURCE INTERLINK: S&P Junks Rating on $465 Million Senior Notes
SPEEDEMISSIONS INC: Posts $175,632 Net Loss in 2008 First Quarter
STARTIME MANAGEMENT: Case Summary & 9 Largest Unsecured Creditors
STOCK-TRAK GROUP: Posts $1,186,427 Net Loss in 2008 First Quarter
SUPREMA SPECIALTIES: Judge Walls Junks Accounting Scandal Suits

SURE ELECTRIC: Loses Clients After Chapter 11 Case Cancellation
SYNTHEMED INC: Posts $1,477,000 Net Loss in 2008 First Quarter
TARPON INDUSTRIES: Can Hire McDonald Hopkins as Bankruptcy Counsel
TARPON INDUSTRIES: Files Schedules of Assets & Liabilities
TARPON INDUSTRIES: Can Hire Focus Management as Investment Advisor

TEKOIL & GAS: Files for Bankruptcy to Halt Lender's Foreclosure
TEKOIL & GAS: Voluntary Chapter 11 Case Summary
TENASKA ALABAMA: S&P Holds 'BB' Rating on $330.4MM Secured Bonds
THINKENGINE NETWORKS: Has $1,249,000 Equity Deficit at March 31
TORRENT ENERGY: Can Borrow $1.34MM Under YA Global DIP Facility

TOUSA INC: Authorized to Pay Amount Owed to Employees in 2007
TOUSA INC: Court Approves Escrow Pact with Lennar, et al.
TOWERS OF CHANNELSIDE: Wants Plan-Filing Period Extended to Aug. 7
TOWERS OF CHANNELSIDE: Court Okays Forizs as Committee's Counsel
TRAIN CAR: Case Summary & 10 Largest Unsecured Creditors

UNIGENE LABS: March 31 Balance Sheet Upside-Down by $18,384,597
UNITED RENTALS: $679MM Stock Buyout Cues S&P's Negative Watch
VALCOM INC: Amended Disclosure Statement Needs Further Revision
VALCOM INC: Court to Consider Motion for Case Conversion on Aug. 5
VESTA INSURANCE: Plan Trustee Allowed to Settle with Vesta Fire

VESTA INSURANCE: Court Okays Deal with Tex. Receivership Entities
VESTA INSURANCE: Court Okays J. Gordon-Affirmative $7.2MM Deal
VICORP RESTAURANTS: FTI Approved as Panel's Financial Advisor
WALTER INDUSTRIES: 2.8 Mil. Shares Offering Cues S&P's Pos. Watch
WELLMAN INC: Wants to Extend Exclusivity Deadline to September 30

WEST GALENA: Case Summary & 24 Largest Unsecured Creditors

* S&P Says Commercial Real Estate Prices Soften Despite Downturn

* Pluris Finds Split Reaction on Auction-Rate Securities Failure

* Focus Management Hired as Investment Advisor to Tarpon Debtors

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

                             *********

155 EAST TROPICANA: S&P CutS Rating to CCC- on Liquidity Concerns
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas-based 155 East Tropicana LLC to 'CCC-' from 'CCC+'.  The
ratings were removed from CreditWatch, where they were placed
with developing implications on Jan. 22, 2007.  The rating outlook
is negative.
     
"The downgrade reflects heightened concerns about the company's
near-term liquidity position and its ability to meet near-term
debt obligations and capital spending needs following the June 9,
2008 announcement that the planned sale of the company was
terminated," said Standard & Poor's credit analyst Melissa Long.
     
The 'CCC-' rating reflects 155 East Tropicana's tight near-term
liquidity position, its narrow business position as an operator of
a single casino, its disadvantaged off-Strip location, the highly
competitive market environment, and challenging economic
conditions.
      
155 East Tropicana owns the Hooters Casino Hotel, located on the
site of the former Hotel San Remo, which is one-half block from
the intersection of Tropicana Avenue and Las Vegas Boulevard,
behind the Tropicana Resort & Casino and across from the MGM Grand
Hotel & Casino.  Following the substantial completion of an
approximately $65 million renovation and re-branding, the property
opened under the Hooters name on Feb. 2, 2006.
     
In 2007, 155 East Tropicana generated $5.3 million of EBITDA,
which represented a 13% decline from the prior-year period.  In
the first quarter of 2008 (ended March 31), the company generated
EBITDA of $2.6 million--a $0.5 million year-over-year increase.
Despite a decrease of about $1.1 million in revenues, the company
was able to improve EBITDA through cost reductions.  However,
credit metrics remain very weak, as total debt to EBITDA was 23.9x
and EBITDA coverage of interest was 0.4x as of March 31, 2008.  
Without meaningful and sustained growth in cash flow generation,
liquidity will become further constrained and the company will be
challenged to meet its near-term debt service obligations.
      

ADVANCED CELL: Singer Lewak Expresses Going Concern Doubt
---------------------------------------------------------
Los Angeles-based Singer Lewak Greenbaum & Goldstein LLP raised
substantial doubt about the ability of Advanced Cell Technology,
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, substantial
stockholders' deficit and total liabilities that exceeded its
total assets.

Management has taken or plans to take steps that it believes will
be sufficient to provide the company with the ability to continue
in existence.

On March 31, 2008, the company closed on the issuance of
$3,823,145 of its amortizing senior secured convertible debentures
and associated warrants.  The Purchasers purchased from the
company senior secured convertible debentures and warrants to
purchase shares of the company's common stock.  The net cash
received by the company related to this financing was $2,355,331.

Management anticipates raising additional future capital from its
current convertible debenture holders, or other financing sources,
that will be used to fund any capital shortfalls.  The terms of
any financing will likely be negotiated based upon current market
terms for similar financings.  No commitments have been received
for additional investment and no assurances can be given that this
financing will ultimately be completed.

Management has focused its scientific operations on product
development in order to accelerate the time to market the
company's products, which will ultimately generate revenues.  
While the amount or timing of such revenues cannot be determined,
management believes that focused development will ultimately
provide a quicker path to revenues, and an increased likelihood of
raising additional financing.  Additionally, management will
continue to pursue licensing opportunities of the company's
extensive intellectual property portfolio.

                            Financials

The company posted a net loss of $13,225,366 on total revenues of
$647,349 for the year ended Dec. 31, 2007, as compared with a net
loss of $16,861,789 on total revenues of $440,842 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $8,942,557 in
total assets and $27,795,928 in total liabilities, resulting in an
$18,853,371 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,602,832 in total current assets
available to pay $10,091,457 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?2da6

                   About Advanced Cell Technology Inc.

Based in Alameda, Calif., Advanced Cell Technology Inc. (OTCBB:
ACTC) --http://www.advancedcell.com/-- is a biotechnology company  
focused on developing and commercializing human stem cell
technology in the emerging field of regenerative medicine.  It has
developed and maintained a portfolio of patents and patent
applications that form the proprietary base for its embryonic stem
cell research and development.  The company operates facilities in
Alameda, Calif., and Worcester,
Mass.


ADVANCED CELL: To Miss Quarterly Report Filing Deadline   
-------------------------------------------------------
Advanced Cell Technology, Inc. said that its quarterly report on
Form 10-QSB for the period ended March 31, 2008, cannot be filed
within the prescribed time period without unreasonable effort or
expense on behalf of the company due to loss of certain personnel
in the company's legal, accounting and finance departments.  Both
the company's principal financial/accounting officer and its
general counsel resigned from their positions with the company
during the first quarter of 2008.  Though the company has hired an
outside firm of professional accountants on a consulting basis,
the loss of such personnel has delayed the company's preparation
of its quarterly report on Form 10-QSB for the period ended March
31, 2008.

As reported in the Troubled Company Reporter on April 3, 2008,
Advanced Cell disclosed that the management of Advanced Cell
Technology Inc. and the Audit Committee of its Board of Directors
have determined that the consolidated financial statements and
information contained in the company's Form 10-QSB filed with the
Securities and Exchange Commission on Nov. 20, 2006, for the
quarter and nine months ended Sept. 30, 2006, did not properly
account for the debentures and warrants issued in September, 2006.   

The company said that its consolidated financial statements should
no longer be relied upon.  In particular, the valuation of the
debentures and warrants conducted by a third-party engaged by
the company in accordance with FAS 155 was incorrect as the wrong
number of warrants was used in this calculation.

Also, according to a filing with the U.S. Securities and Exchange
Commission, Alan G. Walton, Ph.D., D.Sc. resigned from the Board
of Directors of Advanced Cell.  Dr. Walton had no disagreements
with the company, its Board of Directors or its management in any
matter relating to the company's operations, policies or
practices.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a      
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.


ALLEN SYSTEMS: Moody's Reviewing B2 Probability of Default Rating
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the B1 corporate family (CFR) and the B1 senior secured
debt ratings of Allen Systems Group, Inc.'s ("ASG") as a result of
heightened concerns regarding the company's ability to cure its
existing and potential financial and reporting requirement
covenant violations related to its bank credit agreement. ASG has
delayed filing its financial statements for the fiscal year 2007
and first quarter 2008 periods, which has triggered a technical
default under the company's credit agreement. The review also
reflects the uncertainty surrounding the company's ability to
remain in compliance with the financial covenants set forth in its
credit agreement and its potential impact on the company's
liquidity.

ASG is currently seeking a waiver for covenant violations from its
lenders and requesting an extension to file its financial
statements. Additionally, the review also reflects Moody's belief
that ASG could have difficulty meeting the financial covenant
requirements under its bank credit agreement. Specifically, the
maximum consolidated leverage ratio has marginal cushion and the
company can potentially be in violation of the covenant given the
pending step down of the covenant level at the end of the June
2008 quarter.

Moody's review will focus on ASG's ability to secure a waiver
and/or amendment as well as its ability to file its financial
statements. The review will also focus on ASG's near term
operating performance, cash flow generation trends, and liquidity
profile.

These ratings were placed under review for possible downgrade:

  * B1 for Corporate Family Rating

  * B2 for Probability of Default Rating

  * B1 (LGD3, 30%) for $45 million senior secured revolving
    credit facility

  * B1 (LGD3, 30%) for $295 million senior secured term loan

Headquartered in Naples, Florida, Allen Systems Group, Inc. is a
provider of enterprise management software solutions. The
company's products are used by Information Technology departments
to automate tasks, manage content, and monitor performance of
infrastructure including mainframe and distributed computing
environments. ASG is solely owned by its founder Arthur Allen.


ALLIANT TECHSYSTEMS: Moody's Affirms Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Alliant Techsystems Inc.'s Ba3
Corporate Family and Probability of Default Ratings. The rating
action considers the company's continued favorable operating
performance in a strong aerospace and defense environment which
has been characterized by a growing backlog and stable operating
margins in the 10-11% range. Over the last several years, the
company has successfully integrated a number of acquired
businesses which have contributed to overall growth. While
Canadian authorities effectively blocked the company's proposed
acquisition of certain businesses of MacDonald Dettwiler and
Associates during the past month, Moody's anticipates that the
company will continue to use acquisitions as a part of its growth
strategy. The rating agency affirmed the B1 rating on the
company's subordinated notes, but due to a lower amount of modeled
junior claims used by Moody's in the company's liability waterfall
, the rating of the company's secured bank credit facilities was
lowered to Ba1 from Baa3.

The rating outlook is negative. While the company's performance is
expected to remain strong in the current favorable market
environment, the risk posed to the company's capital structure and
liquidity by a potential cash call associated with certain
convertible debt securities is the primary factor driving the
rating outlook. Two issues of convertible subordinated debt,
totaling $480 million, have triggers which would provide note
holders with an ability to convert their claims should the
company's share price reach and sustain prescribed levels and time
periods with their respective principal amounts requiring
settlement in cash (neither of which is currently exercisable).
This would contrast to roughly $120 million of cash on hand at
March 31, 2008 and roughly $401 million of unused availability
under the company's $500 million revolving credit facility. In
August of 2009, note holders under the 2.75% issue for $280
million will have the right to put their notes to the company.
Shortly afterwards, ATK would have the right to call the notes.

ATK's recent operating performance and resultant credit metrics
have exhibited improving trends. Its guidance for fiscal 2009
includes free cash flow of $260 million, and suggests, absent
acquisitions or resumed share repurchases, its liquidity could
increase over the course of the next twelve months. The confluence
of these factors combined with the liquidity concern led to the
Ba3 Corporate Family and Probability of Default ratings being
affirmed.

Alliant Techsystems Inc, headquartered in Edina, MN, is a leading
supplier of propulsion, composite structures, munitions, precision
capabilities and civil and sporting ammunition. The company
operates three segments: Mission Systems, Launch Systems, and
Ammunition Systems. Revenues in fiscal 2008 were approximately
$4.2 billion.


AMERICAN GENERAL: A.M. Best Trims FS Ratings to C++(Marginal)
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to
C++(Marginal) from B(Fair) and issuer credit ratings to "b" from
"bb" for American General Holdings Group and its member, Apollo
Casualty Company.  Concurrently, A.M. Best has downgraded the FSR
to C++(Marginal) from B-(Fair) and ICR to "b" from "bb-" of
American General's separately rated affiliate, Delphi Casualty
Company.  All companies are domiciled in Des Plaines, Illinois.   
The outlook for all ratings has been revised to negative from
stable.

These rating actions reflect American General's deteriorated
capital position, elevated underwriting leverage, significant debt
servicing requirements and limited business profile.  As a result
of large dividend payments to its holding company, American
General Holdings, Inc. and deteriorated operating results,
American General's surplus has declined significantly since 2007.  
The rating outlook reflects the ongoing challenges faced by
management based on its need to balance American General's
underwriting plans and debt servicing against its risk-adjusted
capital requirements.

The downgrading of Delphi Casualty's ratings recognizes its
reduced capital position, limited business profile and operating
experience, combined with aggressive premium growth in recent
years.


AMERICAN HOME: Settles Suit Over HELOC Servicing Agreements
-----------------------------------------------------------
American Home Mortgage Servicing, Inc., and American Home
Acceptance, Inc., serviced certain home equity line of credit
mortgage loans in 2005, under three HELOC Servicing Agreements
which they entered into with various entities.  The agreements
were in connection with certain securitization transactions
including American Home Mortgage Investment Trust 2005-1, American
Home Mortgage Investment Trust 2005-2 and American Home Mortgage
Investment Trust 2005-4A.  

The Trusts established in the securitizations acquired and own
the mortgage loans, and issued securities which were, in turn,
insured by Financial Guaranty Insurance Company -- a third
party beneficiary under the agreements.

Prior to the Petition Date, Financial Guaranty instructed GMAC
Mortgage, LLC, the servicer under the three HELOC Servicing
Agreements, to terminate the servicing rights of the Debtor-
Subsidiaries under the Agreements.  The termination was required
by the agreements, which provide that the servicing rights of the
Debtor-Subsidiaries are subject to termination if:

     (a) American Home Mortgage Investment Corp. and its
         subsidiaries would fail to have a tangible net worth of
         at least $530,000,000;

     (b) the Debtor-Subsidiaries admit in writing of their
         inability to pay their debts generally as they become
         due; and

     (c) the Debtor-Subsidiaries voluntarily suspend their
         payment obligations.

When the Debtors sought to sell their loan servicing business and
assume and assign executory contracts, they included the HELOC
Servicing Agreements.

Consequently, on October 10, 2007, Financial Guaranty initiated
an adversary proceeding against the Debtors, asking the U.S.
Bankruptcy Court for the District of Delaware to, among other
things:

   * declare that the Debtor-Subsidiaries' servicing rights under
     the HELOC Servicing Agreements were terminated before the
     Petition Date;

   * declare that the Debtor-Subsidiaries cannot transfer any
     servicing rights under the agreements to any third party
     other than GMAC Mortgage, LLC; and

   * direct the Debtor-Subsidiaries to cooperate with a
     transition of servicing functions to GMAC as the servicer
     of certain home equity line of credit mortgage loans under
     the agreement, and transfer to GMAC all the documents and
     data.

The Debtors subsequently sought the dismissal of the Complaint.

The Debtors anticipate that litigating the claims advanced in the
Complaint will be time consuming and expensive because of
complicated legal and factual disputes, James L. Patton, Jr,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, states.  Moreover, litigating the Adversary Proceeding
to conclusion would take months to complete, Mr. Patton adds.  

To resolve their dispute, the Debtors and Financial Guaranty
entered into a settlement agreement governed by the terms of Rule
9019 of the Federal Rules of Bankruptcy Procedure.  

Under the terms of the Settlement Agreement, the Debtors agree
not to challenge the assertion of Financial Guaranty that a Rapid
Amortization event occurred after January 11, 2008.  However, the
Debtors reserve their right to challenge any assertions by
Financial Guaranty -- or any other party -- as to whether a Rapid
Amortization Event occurred prior to January 11.

In exchange, Financial Guaranty agrees to dismiss without
prejudice, the Adversary Proceeding.

Against this backdrop, the Debtors ask the Court to approve the
Settlement Agreement.

                   About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


AMERICAN HOME: Inks 4th Stipulation with ABN on Construction Loan
-----------------------------------------------------------------
American Home Mortgage Acceptance, Inc., American Home Mortgage
Corp., American Home Mortgage Investment Corp., American Home
Mortgage Servicing, Inc., and ABN AMRO Bank N.V. entered into a
fourth stipulation regarding postpetition advances, servicing
payments and mortgage loan refinancings.

The principal terms of the Fourth Stipulation are:

   (a) ABN AMRO will pay its pro-rata share of the supplemented
       2008 budget amounts, on the same terms as provided in the
       Postpetition Advances Stipulation;

   (b) The Debtors will use commercially reasonable efforts to
       keep in place the construction loan servicing group to
       service the Mortgage Loans through November 30, 2008,
       provided:

         * that ABN AMRO continues to make Additional Mortgagor
           Advances and Servicing Payments in accordance with the
           provisions of the previous stipulations; and

         * that nothing in the Fourth Stipulation will nullify or
           effect the waiver of claims provision pursuant to the
           Second Stipulation, as reaffirmed by ABN AMRO through
           the Third Stipulation;

   (c) The Bonus Pool will be increased from $450,000 to an
       amount not to exceed $675,000, which amount will be funded
       by ABN AMRO and held by the Debtors in the Bonus Plan
       Account;

   (d) The Debtors will transfer $225,000 from the Control
       Account to the Bonus Plan Account to fund the increase of
       the Bonus Pool.  The Debtors will use the funds in the
       Bonus Plan Account solely to make payments to the
       Construction Loan Employees under the Bonus Plan.  On
       December 15, 2008, the Debtors will return all unused
       funds, if any, in the Bonus Plan Account to the Control
       Account, and provide ABN AMRO with a report;

   (e) ABN AMRO consents to the Debtors' payment of the allocated
       portions of the Bonus Pool related to the June 30th Stay
       Bonus Plan to eligible Construction Loan Employees by
       July 1, 2008;

   (f) Turnover of the Debtors' rights in and to the Mortgage
       Loans to ABN AMRO is conditioned on ABN AMRO's performance
       of each payment obligations contained in the stipulations,
       will occur immediately after ABN AMRO notifies the Debtors
       that it has obtained an acceptable substitute servicer or
       transferee;

   (g) On the date the Debtors turnover and deliver possession of
       the Mortgage Loans and Servicing Rights to ABN AMRO, ABN
       AMRO will not retain, nor assert, a claim against the
       Debtors with respect to the ABN MRA Agreements, the
       Mortgage Loans, or the Servicing Rights; and

   (h) ABN AMRO, however, will retain the right to pursue
       recovery of any of the ABN advances applied or used by any
       of the Debtors in any manner inconsistent with the ABN MRA
       Agreements, the Postpetition Advances Stipulation, the
       Advances Order, and the Stipulations.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Fourth Stipulation.

                   About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


AMERICAN HOME: Panel's Request to Hire Conflicts Counsel Denied
---------------------------------------------------------------
For the reasons stated at a hearing held on May 5, 2008, the
U.S. Bankruptcy Court for the District of Delaware denied the
application of the Official Committee of Unsecured Creditors in
the bankruptcy case of American Home Mortgage Investment Corp. and
its debtor-affiliates to retain Joseph J. Bodnar, Esq., as its
special conflicts Delaware counsel.

                   About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


AMERICAN INT'L: Shareholders Seek Board & Management Changes
------------------------------------------------------------
Shareholders Eli broad, Shelby Davis, and Bill Miller sent a
letter to American International Group Inc., calling for changes
to the company's board and management following the 43% drop of
the insurer's value in 2008, Hugh Son of Bloomberg News reports.

Liam Pleven of The Wall Street Journal relates that AIG has been
affected by the subprime mess and has had two consecutive
quarterly losses, totaling $13 billion.

The three shareholders, according to WSJ, who hold more than 100
million shares in AIG asked the board to find a new director "with
strong business experience" and "new enough to the board to bear
little or no responsibility for the mess created during the last
three years."  They also demanded that Martin Sullivan step down
as Chief Executive Officer, and appoint an board member as CEO
temporarily.

American International Group Inc, based in New York City, is an
international insurance and financial services organization, with
operations in more than 130 countries and jurisdictions.  The
company is engaged through subsidiaries in General Insurance, Life
Insurance & Retirement Services, Financial Services and Asset
Management. AIG reported total revenues of $14.0 billion and a net
loss of $7.8 billion for the first quarter of 2008.  Shareholders'
equity was $79.7 billion as of March 31, 2008.

                          *     *     *

As disclosed in the Troubled Company Reporter on May 26, 2008,
Moody's Investors Service has downgraded the senior unsecured debt
rating of American International Group, Inc. (NYSE: AIG) to Aa3
from Aa2. The rating agency has also downgraded the ratings of
several subsidiaries, including those whose ratings have relied on
material support from the parent company, as well as those with
significant exposure to the US residential mortgage market. These
rating actions largely conclude the reviews for possible downgrade
announced by Moody's on May 9 and May 15, 2008, following AIG's
announcement of a $7.8 billion net loss for the first quarter of
2008. The rating outlook for AIG (parent company) is negative,
reflecting the company's exposure to further volatility in the US
mortgage market as well as uncertainty surrounding the strategic
direction for AIG Financial Products Corp. (AIGFP).


AMERICAN RESOURCES: Hermitage Deal Cues A.M. Best Rating Review
---------------------------------------------------------------
A.M. Best Co. has removed the financial strength rating of B(Fair)
from under review with negative implications and assigned a
negative outlook to American Resources Insurance Company,
Incorporated.  Concurrently, A.M. Best has affirmed the FSR and
assigned an issuer credit rating of "bb" to ARIC.  The outlook
assigned to the ICR is negative.

ARIC's FSR was placed under review with negative implications in
June 2007 following the announcement that Hermitage Insurance
Company had reached a definitive purchase agreement to acquire
ARIC.  Although the purchase of ARIC has subsequently fallen
through, these rating actions reflect ARIC's quota share
reinsurance agreement with HIC for new and renewal business
effective fourth quarter 2007.  ARIC expects that all premiums
will be written directly by HIC and its wholly owned subsidiary,
Kodiak Insurance Company, by year-end 2008, at which point ARIC
will largely be in run off.

The ratings reflect ARIC's poor underwriting and operating
performance in 2006 and 2007, driven largely by significant
charges taken on its auto warranty book of business entered into
by an investor group that purchased the company in late 2005.  
While this investor group was subsequently replaced, the ultimate
result was a weakening in ARIC's risk-adjusted capital to a
vulnerable level and increased uncertainty surrounding the run off
of liabilities.

These negative rating factors are somewhat offset by ARIC's
supportive risk-adjusted capitalization and the corrective actions
management has implemented to address the run off of its auto
warranty book of business.

The outlook reflects the uncertainties and execution risk
surrounding ARIC's run off of liabilities and the negative impact
this can have on risk-adjusted capitalization over the near to
intermediate term.


AMPEX CORPORATION: Court Approves 3rd Amended Disclosure Statement
------------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the  U.S. Bankruptcy Court for the
Southern District of New York approved a third amended disclosure
statement explaining a third amended joint Chapter 11 plan of
reorganization Ampex Corporation and its debtor-affiliates, filed
on June 8, 2008.

Judge Gonzalez held that the third amended disclosure statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.  He will convene a hearing on July 31,
2008, at 10:00 a.m., to consider confirmation of the amended plan.  

Judge Gonzalez also approved procedures proposed by the Debtors
for solicitation and tabulation of plan votes.  Deadline for
voting on the plan is July 14, 2008.

The Official Committee of Unsecured Creditors had filed objection
to the Debtors' earlier versions of the disclosure statement
and plan.  The Committee argued that the plan leaves unsecured
creditors with minor equity share in the reorganized Debtors.

As of March 30, 2008, the Debtors issued at least $59.6 million of
outstanding notes, wherein $6.9 million represents amounts due
under a certain agreement dated Feb. 28, 2002, as amended, entered
between the Debtors and U.S. Bank, National Association.  Under
the agreement, the Debtors issued 12% senior secured notes due
2008, which are secured by liens on the Debtors' future royalty
receipts.

The remaining $52.7 million of outstanding indebtedness
represents Hillside Capital Incorporated Notes that were issued
in connection with its satisfaction of required contribution
obligation under the pension plans -- Ampex Corporation Retirement
Plan and Quantegy Media Retirement Plan.

The pension plans will not be terminated under the Debtors' Plan.  
The Debtor will continue to fund the pension plans in accordance
with the minimum financing standards under the Internal Revenue
Code and the Employee Retirement Income Security Act of 1974.  The
Debtors anticipate making pension plan contributions of at least
$52.9 million by 2013.

As of Dec. 31, 2007, both pension plans were underfunded by
$57.7 million in the aggregate.

                      Overview of the Plan

The Plan provides for substantive consolidation of the Debtors'
estates for making distributions to the holders of allowed claims
and allowed interests.

The Plan further provides for the restructuring of the Debtors'
liabilities to maximize recovery to all stakeholders and to
improve financial viability of the reorganized Debtors.  All of
the Debtors' existing common stock will have no value and will be
canceled.  Upon emergence, at least 80% of the reorganized
Debtors' new common stock will be owned by Hillside.  The new
common stock will not be registered and will not be traded on any
public exchange.

Under the Plan, the disbursing agent is expected to transfer all
rights to the appropriate holders free and clear of all liens and
interests.

The Third Amended Plan classified claims against and interest in
the Debtors eight classes.  The classification and treatment of
claims and interests are:

               Treatment of Claims and Interests

              Type of                      Estimated   Estimated
Class         Claims           Treatment   Amount      recovery
-----         -------          ---------   ---------   ---------
unclassified  Administrative               $100,000    100%
               Expense Claims

unclassified  Fee Claims                   $2,900,000  100%

unclassified  Priority Tax                 $200,000    100%
               Claims

1             Priority Non-    unimpaired  $0          100%
               Tax Claims

2             Senior Secured   impaired    $6,900,000  
               Note Claims

3             Other Secured    unimpaired  $0          100%
               Claims

4             Hillside         impaired    $11,000,000 100%
               Secured
               Claims

5             General          impaired    $51,600,000 10%
               Unsecured
               Claims

6             Existing Common  impaired    $0          0%
               Stock

7             Existing         impaired    $0          0%
               Securities       
               Laws Claims

8             Other Existing   impaired    $0          0%
               Interests

If holder of Class 5 general unsecured creditors agrees to a
different treatment, holder will receive its pro rata share of the
unsecured claim distribution.  Distributions of new common stock
will be made after the Plan's effective date.  Hillside unsecured
deficiency claims, if any, will be deemed an allowed unsecured
claim in the amount of at least $41.7 million.

Holders of claims in classes 2, 4 and 5 are entitled to vote to
accept or reject the Plan.

A full-text copy of the Third Amended Disclosure Statement is
available for free at:

              http://ResearchArchives.com/t/s?2d9b

A full-text copy of the Amended Joint Chapter 11 Plan of
Reorganization is available for free at:

              http://ResearchArchives.com/t/s?2d9c

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual        
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
$9,770,089 and total debts of $82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


ARLEY NICHOLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Arley E. Nichols
        aka Lee Nichols
        1042 Andreas Palms Drive North
        Palm Springs, CA 92264

Bankruptcy Case No.: 08-16831

Chapter 11 Petition Date: June 9, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Daniel C. Sever, Esq.
                  41-750 Rancho Las Palmas Suite N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732
                  E-mail: dansever@severlegal.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


ASARCO LLC: Court Extends Deadline to Remove Actions to October 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
further extended the deadline within which ASARCO LLC and its
debtor-affiliates may remove pending civil actions, through and
including Oct. 10, 2008.

The Debtors say they need additional time to review their myriad
of lawsuits in various state and federal courts, many of which
are complex and may require individual analysis on each case, in
order for them to determine whether those lawsuits should be
removed.  The Debtors add that an extension of the deadline would
aid in the economical administration of their estates.

                           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 the 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. 74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Settles Iron Mountain and B&L Woodwaste Claims
----------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas regarding two
separate compromise and settlement agreements with:

   -- the U.S. Government on behalf of the U.S. Forest Service
      and the Montana Department of Environmental Quality
      regarding the environmental claims filed in connection with
      the Iron Mountain Site, in Mineral County, Montana; and

   -- the state of Washington, Murray Pacific Corporation,
      Louisiana-Pacific Corporation, and Wasser & Winters Company
      regarding the environment claims filed in connection with
      the B&L Woodwaste Site, in Milton, Washington.

The Iron Mountain Settlement provides that:

   (a) the Government will have a $500,000 allowed general
       unsecured claim as settlement of Claim Nos. 8375 and 10746
       solely as the claims relate to the Iron Mountain Site;

   (b) the MDEQ will have a $1,700,000 allowed general unsecured
       claim as settlement of Claim Nos. 10524, 10525, 10526, and
       10527;

   (c) ASARCO and the MDEQ will negotiate an administrative order
       under which ASARCO will (i) investigate and analyze
       remedial options and implement the selected remedy with
       respect to the Iron Mountain mine dump area, (ii)
       construct, operate, and maintain a treatment system for
       the water being discharged from the Iron Mountain adit,
       and (iii) construct reclamation activities at the Iron
       Mountain millsite;

   (c) the parties pledge not to sue or assert claims against  
       each other;

   (d) ASARCO is entitled to protection from contribution actions
       or claims; and

   (e) the Settlement is subject to a 30-day public comment
       period.

The B&L Woodwaste Settlement provides that:

   (a) Murray Pacific will have a $20,000,000 allowed general
       unsecured claim;

   (b) Claim Nos. 10716 through 10733, and 11098 through 11115
       filed by Washington, Claim No. 10742 filed by Murray
       Pacific, Claim No. 9586 filed by Louisiana-Pacific, and
       Claim Nos. 9889 and 9998 filed by Wasser & Winters, are
       disallowed;

   (c) ASARCO will have no further responsibilities or
       obligations with respect to the B&L Site, including but
       not limited to the enforcement orders issued by Washington
       against ASARCO for the B&L Site, which orders will be
       deemed terminated and superseded, and the 1995 settlement
       agreement between ASARCO and Murray Pacific, which will be
       deemed rejected; and

   (d) Washington, Murray Pacific, Louisiana-Pacific and Wasser &
       Winters have negotiated two Consent Decrees to be filed in
       the Pierce County Superior Court, in Washington, under
       which, among other things:

          -- Murray Pacific will agree to implement portions of
             the remedy contained in the cap selected by the
             Washington Department of Ecology;

          -- Murray Pacific and Louisiana-Pacific will make
             payments to be utilized by Washington to implement
             the remainder of the remedy contained in the B&L CAP
             and Wasser & Winters will forego claims for its past
             costs; and

          -- Washington will covenant not to sue Murray Pacific,
             Louisiana-Pacific and Wasser & Winters with respect
             to the B&L Site.

Tony M. Davis, Esq., at Baker Botts L.L.P, in Houston, Texas,
relates that the Settlement are products of a series of mediation
sessions in September 2007 attended by the parties.  ASARCO
believes that the Settlements are fair and equitable.  The
Settlements resolve significant ASARCO liabilities with respect
to the Iron Mountain and B&L Sites, and eliminate the litigation
risks faced by ASARCO with respect to the Sites.

                           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 the 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. 74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Seek Approval of Final Bid Procedures on Vedanta Sale
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Michigan to approve certain bid
procedures in the sale of the Debtors' assets to Sterlite
Industries (India) Ltd.

The purchase and sale agreement, dated May 30, 2008, entered
between ASARCO LLC and Sterlite Industries, as the stalking horse
bidder for substantially all of ASARCO's assets, requires the
Debtors to seek the Court's approval of certain bid protections,
including the payment of a break-up fee.

The PSA specifically requires the Debtors to seek the Court's
approval of:

   -- a break-up fee that is 2% of the purchase price,

   -- a reimbursement for actual and documented expenses of
      Sterlite not to exceed the sum of $10,000,000, and

   -- a Non-Solicitation covenant containing (i) a "Fiduciary
      Out," (ii) Superior Proposal Threshold, and (iii) a
      Matching/Topping Right.

A full-text copy of the Sterlite PSA is available for free at:

              http://researcharchives.com/t/s?2db6

The Expense Reimbursement is payable only if Sterlite terminates
the PSA because of ASARCO's, or any of the other sellers', breach
of a covenant, willful or intentional breach of representations
or fraud.  "Fiduciary Out" refers to the termination right of
ASARCO in connection with a Superior Proposal or Stand-Alone
Plan.

As previously reported, Sterlite will pay $2,600,000,000 in cash
to the Debtors' bankruptcy estates and assume certain operating
and other liabilities.  The cash payment is subject to a post-
closing adjustment to account for changes in accounts receivable,
accounts payable and inventory between March 31, 2008, and
closing.  The cash consideration will provide the means for
implementation of the Debtors' Chapter 11 plan of reorganization.

The Debtors tell the Court that they decided to provide the
Break-Up Fee and Expense Reimbursement provisions to the PSA to
induce Sterlite to commit $2,600,000,000 of cash to the
transaction during an eight-month period in lieu of using the
cash for other opportunities so that the transaction may close
under a confirmed Chapter 11 plan, and to compensate Sterlite for
the cost, time, and effort spent if the PSA is terminated prior
to closing.

                           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 the 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. 74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASTRATA GROUP: John Clough Appointed to Board of Directors
----------------------------------------------------------
John Clough has been appointed as an independent member of the
Astrata Group Inc.'s board of directors.

Mr. Clough is currently a special advisor to General Atlantic LLC,
a global growth equity firm with approximately $17 billion under
management, providing capital and strategic support for growth
companies.   Before joining General Atlantic, Mr. Clough held a
number of senior management positions with global companies in the
IT industry.

In the 90's, he co-founded and was managing director of the CSSL
Group in Asia, one of Asia's mid-range software distributors and
hardware resellers, with annual revenues in excess of $180
million.  Mr. Clough was also a Director of Synon Asia Ltd.,
Kapiti Asia Ltd., and, Director and Chairman of Cargonet/Arena
Ltd.  Prior to the formation of CSSL, Mr. Clough held the position
of General Manager JBA in Asia, an Australian based worldwide mid-
range software distributor.

Mr. Clough is currently on the Board of chinadotcom Corporation
where he is a member of the company's Audit Committee.  He is
Chairman of the Executive Committee and Vice Chairman of CDC
Software.  Mr. Clough is also a Director and member of the Audit
Committee of Corgi International, and sits on the boards of a
variety of private companies around the world.

"Astrata is now entering an exciting new phase of growth and
expansion," Anthony Harrison, Astrata's Executive Chairman said.  
"John Clough's business acumen and experience will be invaluable
to the company moving forward. His knowledge and understanding of
acquisitions and growing technology-led companies fits very well
with Astrata's strategic goals and aspirations."

Astrata's Telematics products are much in demand for fleet
management and vehicle real-time tracking for private enterprises
and homeland security applications.  Astrata's sophisticated
security and communications systems give companies and governments
an effective and proven means of protecting their resources.

                      About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. (OTC BB:
ATTG.OB) -- http://www.astratagroup.com/-- is engaged in the
telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.

Astrata Group Inc.'s consolidated balance sheet at Nov. 30, 2007,
showed $4.7 million in total assets, $14.8 million in total
liabilities, and $40,114 in minority interest, resulting in a
$10.1 million total stockholders' deficit.

                        Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, Calif., expressed substantial doubt about Astrata Group
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Feb. 28, 2007.
The auditing firm noted that the company had negative working
capital at Feb. 28, 2007, and incurred net loss and negative
operating cash flow for the year ended Feb. 28, 2007.


AVC VILLA: Section 341(a) Meeting Scheduled for July 22
-------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
of AVC Villa del Lago at Ocotillo Devco, LLC and its debtor-
affiliates on July 22, 2008, at 4:00 p.m., at the U.S. Trustee
Meeting Room, 230 North First Avenue, Suite 102, in Phoenix,
Arizona.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Chandler, Arizona-based AVC Villa del Lago at Ocotillo Devco, LLC
and two of its affiliates, The Villas at Ocotillo LLC and AVC
Estrella Village Devco LLC, filed for Chapter 11 protection on
June 10, 2008 (Bankr. D. Ariz. Lead Case No. 08-06834).  Dale C.
Schian, Esq., at Schian Walker plc, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed estimated assets of $1
million to $10 million, and estimated debts of $10 million to $50
million.


AVC VILLA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: AVC Villa del Lago at Ocotillo Devco, LLC
        fka AVC Sweetwater Village LLC
        dba Villa del Lago
        1777 West Ocotillo Road, Suite 15
        Chandler, AZ 85248

Bankruptcy Case No.: 08-06834

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      The Villas at Ocotillo LLC               08-06837
      AVC Estrella Village Devco, LLC          08-06836

Chapter 11 Petition Date: June 10, 2008

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtors' Counsel: Dale C. Schian, Esq.
                  (ecfdocket@swazlaw.com)
                  Schian Walker plc
                  3550 North Central Avenue, Suite 1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

The Debtors did not file a list of its 20 largest unsecured
creditors.


BDB MANAGEMENT: Case Summary & 44 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BDB Management LLC
        3000 Sand Hill Road
        Building 1, Suite 240
        Menlo Park, CA 94025

Bankruptcy Case No.: 08-31001

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                 Case No.
      ------                                 --------
      BDB Management III, LLC                08-31002
      William J. Del Biaggio, III            08-30991

Type of Business: The Debtors have an affiliate, Sand Hill Capital
                  Partners III LLC, which filed for Chapter 11
                  protection on June 5, 2008 (Bankr. N.D. Calif.
                  Case No. 08-30989).

Chapter 11 Petition Date: June 7, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtors' Counsel: Judith Whitman, Esq.
                  (jwhitman@diemerwhitman.com)
                  Diemer, Whitman and Cardosi LLP
                  75 East Santa Clara Street
                  San Jose, CA 95113
                  Tel: (408) 971-6270

                         Estimated Assets    Estimated Debts
                         ----------------    ---------------
   BDB Management LLC          $1,310,768         $9,745,685

   BDB Management              $1,359,000         $2,956,000
   III LLC

   William J. Del        $50 million to      $50 million to
   Biaggio, III          $100 million        $100 million

A. BDB Management LLC's list of its 20 largest unsecured
   creditors:

   Entity                                   Claim Amount
   ------                                   ------------
1999 Del Biaggio Family Trust                 $2,990,685
3000 Sand Hill Road
Building 1, Suite 240
Menlo Park, CA 94025

Chuck Peterson                                  $950,000
12755 Folson Boulevard
Folsom, CA 95630

Staedler 1992 Revocable Trust                   $600,000
Rudy and Beverly Ann Staedler
938 Hook Court
Incline Village, NV 89451

David Connor                                    $500,000
3450 Quail Walk Court
Danville, CA 94506

Eric Brandenburg Sep Propety Trust              $450,000
Eric Brandenburg, Trustee
1122 Willow Street, Suite 200
San Jose, CA 95125

Karen Brandenburg                               $250,000
Attn: Joseph Di Leo
1122 Willow Street, Suite 200
San Jose, CA 95125

Brandenburg Rev Trust                           $250,000
Lee and Diane Brandenburg
1122 Willow Street, Suite 200
San Jose, CA 95125

William Brandenburg                             $200,000

Brandenburg Revocable Trust                     $200,000

John K. Goyak                                   $200,000

Richard E. Spanholtz                            $200,000

Irving Bronstein                                $200,000

Cesar M. Roth Mayo IRA                          $200,000

Gary T. Cook                                    $200,000

Baron Family Rev Trust                          $200,000

Marisigan, Rene and Ramona                      $175,000

Gary Brandenburg Revoc. Trust                   $150,000

Aymer 1991 Family Trust                         $150,000

Barbara Perkins                                 $150,000

K Fab Inc.                                      $150,000

B. BDB Management III LLC's list of its seven largest unsecured
   creditors:

   Entity                                   Claim Amount
   ------                                   ------------
1999 Del Biaggio Family Trust                 $1,000,000
3000 Sand Hill Road
Building 1, Suite 240
Menlo Park, CA 94025

Peters RW & CH 1992 Trust                     $1,000,000
Robert W. Peters, TTE
1282 St. Mark Court
Los Altos, CA 94024

Staedler Rudy and Beverly                       $506,000
1992 Revocable Trust
1122 Willow Street, Suite 200
San Jose, CA 95125

Irving Bronstein                                $200,000

Brandenburg Eric Sep Prop. Trust                $100,000

Brandenburg William Rev. Trust                  $100,000

Ronald Zraick Jr.                                $50,000

C. William J. Del Biaggio, III's list of its 17 largest unsecured
   creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Craig Leipold                                         $10,000,000
555 Main Street, Suite 500
Racine, WI 53403

Modern Bank                                           $10,000,000
667 Madison Avenue
New York, NY 10021

AEG Facilities                    Business Debt        $7,000,000
1100 South Flower Street
Suite 300
Los Angeles, CA 90015

Heritage Bank of Commerce         Business Debt        $5,000,000
150 Almaden Boulevard
San Jose, CA 95113

Security Pacific Bank                                  $5,000,000
12121 Wilshire Boulevard
Suite 1350
Los Angeles, CA 90025

Valley Community Bank                                  $4,218,582
5000 Pleasanton Avenue
Pleasanton, CA 94566

Paul D. Showerman                                      $3,450,000
540 White Pelican Drive
Vero Beach, FL 32963

DGB Investments                                        $3,000,000
40 Foxhill Road
Redwood City, CA 94062

Martha E. San                                          $3,000,000
Filippo Foundation
Attn: Bill Snyder
650 North Winchester Boulevard
San Jose, CA 95128

South Valley National Bank        Business Debt        $2,000,000
517 South Main Street
Salinas, CA 93901

United American Bank                                   $1,737,238
101 South Ellsworth Avenue
San Mateo, CA 94401

Brenton Lee Brandenburg           Business Debt        $1,500,000
Irrevocable Trust dtd
1122 Willow Street, No. 200
San Jose, CA 95125

The Private Bank                                         $900,000
505 Hamilton Avenue, Suite 110
Palo Alto, CA 94301

Citicorp Credit Services          Credit Card             $44,445
Centralized Bankruptcy            Business Debt

AMEX                              Credit Card                 $85

Andrew Arata                      Business Debt           Unknown

Daniel Arata                      Business Debt           Unknown


BEAZER HOMES: Fitch Cuts Credit Facility Rating to BB-/RR5
----------------------------------------------------------
Fitch Ratings has downgraded Beazer Homes USA, Inc.'s Issuer
Default Rating and other outstanding debt ratings as:

  -- IDR to 'B' from 'B+';
  -- Secured revolving credit facility to 'BB-/RR1' from 'BB/RR1';
  -- Senior notes to 'B-/RR5' from 'B/RR5';
  -- Convertible senior notes to 'B-/RR5' from 'B/RR5';
  -- Junior subordinated debt to 'CCC/RR6' from 'CCC+/RR6'.

The 'RR1' Recovery Rating on Beazer's secured revolving credit
facility indicates outstanding recovery prospects for holders of
this debt issue.  The 'RR5' on Beazer's senior unsecured notes
indicate below-average recovery prospects for holders of these
debt issues.  Beazer's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on Beazer's junior
subordinated notes indicate poor recovery prospects in a default
scenario. Fitch applied a liquidation value analysis for these
RRs.

The downgrade reflects the current difficult housing environment
and Fitch's expectations that housing activity will be even more
challenging than previously anticipated during the balance of
calendar 2008 and that new home activity will still be on the
decline well into 2009.  The anemic economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.  
The ratings changes also reflect negative trends in Beazer's
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges.

Beazer recently filed its financials for fiscal year 2007 and its
2008 first and second quarter 10Qs.  Beazer is now current on all
of its SEC filings.  While the audit committee has completed its
independent investigation, investigations by the SEC and the U.S.
Attorney's Office remain outstanding.

The Rating Watch Negative reflects Beazer's exposure to liquidity
risk given ongoing negotiations with its bank group regarding
modifications to its revolving credit agreement.  Beazer has
obtained a limited waiver which relaxed through June 30, 2008 its
minimum consolidated tangible net worth and maximum leverage
covenants.

Future ratings and Outlooks will also be influenced by broad
housing market trends as well as company-specific activity, such
as trends in land and development spending, general inventory
levels, speculative inventory activity, gross and net new order
activity, debt levels and free cash flow trends and uses.

For all of fiscal 2008, Beazer expects to be cash flow positive,
aided in part by the company's decision to exit certain markets
and reduce land and development spending in fiscal year 2008.  
Furthermore, Beazer recently suspended its quarterly dividend,
which should save the company about $16 million this year.

In February 2008, Beazer announced its decision to exit its
homebuilding operations in Charlotte, NC, Cincinnati / Dayton, OH,
Columbia, SC, Columbus, OH, and Lexington, KY during fiscal year
2008.  Management is evaluating its current land holdings and
inventory in each of these markets to determine the appropriate
methods and timing for disposition.  Beazer intends to complete
all homes under construction and is committed to maintaining
customer care resources to provide ongoing warranty service to
homeowners through their warranty periods.  Beazer also announced
the discontinuation of mortgage origination services through
Beazer Mortgage Corporation.  Beazer established a new marketing
services arrangement with Countrywide, whereby Beazer will market
Countrywide as the preferred mortgage provider to Beazer
customers.

Beazer ended its fiscal 2008 second quarter (ended March 31, 2008)
with $273.7 million of cash on the balance sheet and available
borrowings of $18.9 million under the revolving credit facility.  
At March 31, 2008, there were no amounts outstanding and $68
million of letters of credit outstanding under the revolver.  On
May 9, 2008, the company secured additional assets under the
facility which increased its borrowing capacity to approximately
$55 million.


B/E AEROSPACE: Moody's Affirms Ba2 CFR on HCS Acquisition
---------------------------------------------------------
Moody's Investors Service affirmed B/E Aerospace Inc.'s Corporate
Family Rating of Ba2, the Ba1 rating on its secured bank
facilities and the Speculative Grade Liquidity Assessment of
SGL-1. The affirmation follows B/E's agreement to acquire
Honeywell's Consumables Solutions business ("HCS") in a
transaction valued at approximately $1.05 billion. The outlook is
stable.

The transaction is expected to be funded with at least $800
million in cash with the remainder of the consideration in new B/E
common shares. B/E plans to arrange new bank facilities of $1.35
billion to fund the transaction and refinance the existing
revolving credit and term loan.. Should B/E raise additional
capital other than bank facilities, the probability of default and
prospective individual instrument ratings in the new capital
structure could be recalibrated.

Because of B/E's de-leveraging over the last several years and the
trend of improving profits and cash flow, the Ba2 corporate family
rating has scope to accommodate an acquisition the size of HCS.
While a substantial increase in indebtedness will alter B/E's
financial complexion, Moody's anticipates pro forma metrics will
produce debt/EBITDA of under 3 times and EBITA/interest coverage
at or above 4 times, levels which are solid for the rating
category. As well, HCS will fit well within B/E's existing
aerospace parts distribution business, and add considerable size
and scale to the operation. Consequently, the Corporate Family
Rating has been affirmed.

B/E has reported strong growth in revenue and profitability and,
following a significant reduction of indebtedness recently, marked
improvement in debt protection measurements. Prior to the
announcement, B/E expected to transition to material free cash
flow over the balance of 2008. B/E's sizable backlog reflects
healthy OEM build-rates and retrofit demand across all of its
business segments (seating and interiors for commercial aviation
and business jets as well as aerospace fastener distribution) over
the intermediate term and indicates these trends should continue.
Industry conditions as well as B/E's ongoing backlog remain
conducive for further increases in revenues and earnings over the
intermediate term and the acquisition will increase B/E's scale in
its aerospace distribution segment. B/E's business units are
driven by both new-build rates at aircraft manufacturers, who
enjoy record order books, as well as global replacement,
maintenance and retrofit demand across the airline industry. No
customer currently accounts for 10% or more of revenues.
Furthermore, diversification has broadened through geographic
expansion in the company's business with customers located outside
of North America.

Ratings affirmed:

  * Corporate Family, Ba2

  * Probability of Default, Ba2

  * $200 million secured revolving credit facility, Ba1
    (LGD-3, 37%)

  * $150 million secured term loan, Ba1 (LGD-3, 37%)

  * Speculative Grade Liquidity rating, SGL-1

B/E Aerospace, Inc., based in Wellington, FL, is the world's
largest manufacturer of commercial and general aviation cabin
interior products and a major independent distributor of aerospace
fasteners. B/E's product line includes commercial aircraft seats,
equipment for aircraft food and beverage preparation and storage,
business jet and general aviation interior products, aircraft
oxygen delivery systems, and a broad line of aerospace fasteners.
Last twelve months' revenues at March 31, 2008 were approximately
$1.8 billion.


BHM TECHNOLOGIES: Trustee Objects to DIP Financing Order
--------------------------------------------------------
Habbo Fokkena, United States Trustee for the Michigan/Ohio Region
IX, objects to the entry of a final order authorizing BHM
Technologies Holdings, Inc., and its debtor-subsidiaries to obtain
postpetition financing and use cash collateral, citing, among
other things, that a committee or committees of unsecured
creditors has not yet been appointed in the case.

Pursuant to a Credit and Guarantee Agreement dated May 19, 2008,
certain of the prepetition lenders will provide the Debtors with
$45,000,000 of financing for working capital and general corporate
purposes.  The Debtors have obtained interim approval of the loan,
and have been allowed to access $30,000,000 of the loan package.

As of the Petition Date, the Debtors owe $255,700,000 to lenders
under the First Lien Credit Agreement dated July 21, 2006.   The
Debtors also owe $72,000,000 to lenders under the Second Lien
Credit Agreement dated July 21, 2006.  

The larger holders that make up the First Lien Lenders are the
DIP Lenders.  The terms of the cash collateral use and DIP
financing provides for the granting of adequate protection to the
prepetition lenders.

The U.S. Trustee opposes certain terms of the DIP financing,
asserting, among other things:

   (i) The Court should not make any finding -- that the
       transactions as to the First Lien Lenders is in good faith
       -- before any party, including but not limited to any
       creditors' committee, has had the ability to review the
       transactions;

  (ii) The proposal -- excluding from the Carve Out compensation
       for any services performed by the committee counsel in
       investigating or pursuing any claim against the lenders,
       their agent or their liens -- is inequitable and defeats
       the whole purpose of having an unsecured creditors
       committee with counsel.

(iii) Granting liens to the DIP Lenders from proceeds of
       avoidance actions should be prohibited.

  (iv) The prohibition of imposing any surcharge under Section
       506(c) of the Bankruptcy Code is contrary to public policy
       and should be stricken.

   (v) Granting extensive adequate protection to the prepetition
       lenders should be denied.  There is no proof that the
       Second Lien Lenders have any value to their liens, nor
       that they are in fact secured and perfected creditors.  
       The Second Lien lenders are not in fact secured at all.  
       If the First Lien lenders are the same lenders as the DIP
       Lenders, and will benefit from the case, then extensive
       adequate protections are not necessary.

  (vi) The provision providing that the DIP order will survive
       conversion of the Chapter 11 cases to Chapter 7 may work a
       great hardship upon the unsecured creditors and any
       subsequent trustee, and should be stricken.  While there
       have been representations that there will be a 100%
       distribution to unsecured creditors, that intention has
       not yet been an accomplished fact.  The provision will
       bind any Chapter 11 or Chapter 7 trustee to every
       provision of the DIP Order, even though such a trustee
       will have never received notice of the entry of this order
       and will have no opportunity to contest the entry of the
       order.

(vii) The deadline for committee or trustee to file an action
       against the First Lien Lenders -- set within 45 days after
       the entry of the final order or the last date on which
       objections to the disclosure statement or due, whichever
       is earlier -- is inadequate since the DIP Order at
       different places restricts the use of cash collateral and
       prohibits any use of the cash collateral or the Carve Out
       to file and prosecute such an action.  This provision will
       make it difficult, if not impossible, for the Committee to
       preform its duty of reviewing and challenging the secured
       lenders' liens, if appropriate, and therefore should be
       stricken.  

(viii) The waiver of all claims against the First Lenders and
       their agents, to the extent this waiver is binding upon
       anyone other than the debtors, should be stricken from the
       final order.

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

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

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


BHM TECHNOLOGIES: Wants White & Case as Special Counsel
-------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
the authority of the U.S. Bankruptcy Court for the Western
District of Michigan to employ White & Case LLP as their special
litigation counsel.

The Debtors seek to employ White & Case under a general retainer
to continue to represent them in connection with the suit
commenced prepetition and currently pending in the Supreme Court
for the State of New York, County of New York and captioned as
BHM Technologies Holdings, Inc. v. TC Brown Holdings, L.L.C., et
al., No. 601389/08.  BHM Technologies Holdings seeks in the
specified matter to recover damages it sustained in connection
with the purchase of BHM Technologies, L.L.C. from the defendants
in that action.

The Debtors believe the interests of the estate will be best
served by allowing White & Case to continue to counsel and advise
BHM in respect of the specified matter.

White & Case has represented BHM in the specified matter and
related disputes, since July 2007, and during the course of its
representation of BHM, White and Case has become intimately
familiar with the facts and legal issues associated with the
specified matter.  The firm believes it has assembled a highly
qualified team of attorneys to service the Debtors' needs in
respect of the specified matter, coordination and resolution of
which are critical to their restructuring efforts.

BHM's claims as plaintiffs in the lawsuit generally include
allegations that the financial statements and other information
about the level and profitability of BHM Technologies, L.L.C.,
provided by the defendants to BHM and its affiliates in
connection with the purchase were inaccurate and misleading.  

As a result, BHM alleges that it has suffered serious injury in
that, among other things, (i) the purchase price BHM agreed to
pay for BHM Technologies, L.L.C., greatly exceeded its true
worth; and (ii) BHM, at and shortly after the closing of the
transaction, made millions of dollars of overpayments to sellers
with respect to BHM Technologies, L.L.C.'s working capital,
calculated on the basis of the inaccurate information.  On May 7,
2008, White & Case, on behalf of BHM, filed a complaint against
the Sellers.

On May 12, 2008, Michael J. Roth, of Law Weathers & Richardson
P.C., agreed to accept the services of process for the defendants
and the defendants were then served by mail.

White & Case has stated its desire and willingness to represent
the Debtors in the Chapter 11 cases and to render the necessary
professional services as special litigation counsel for the
Debtors.

White & Case's representation of the Debtors is in accordance
with Section 327(e) of the Bankruptcy Code.  Section 327(e)
allows for the appointment of counsel for special purposes when
such representation is "in the best interests of the estate" and
the proposed special counsel does not possess "any interest
adverse to the Debtors or to the estate with respect to the
matter on which such attorney is to be employed."

The Debtors believe White & Case does not hold or represent any
interest adverse to the Debtors or their estates with respect to
the matters which White & Case is to be engaged by the Debtors.  
White & Case has no connection with any of the Debtors' creditors
or any other parties-in-interest, or their respective attorneys
and accountants, or with the United States Trustee or the
Regional Assistant United States Trustee for Region 9, or the
assistant U.S. Trustee for, or any attorney or employee of, the
U.S. Trustee's district office in Grand Rapids, Michigan.

When White & Case was first retained by the Debtors in July 2007,
the firm incurred $283,415 of fees and expenses in connection
with the retention.  The firm has received full payment for these
services rendered and expenses incurred.  This compensation
represents the reasonable value of the actual prepetition
services rendered by White and Case.

The Debtors propose to pay compensation to White & Case on an
hourly basis, plus reimbursement of actual, necessary expenses
and other charges incurred by the firm in its representation of
the Debtors.

The Debtors will pay the firm on its standard hourly rates of:

   Professional                     Hourly Rate
   ------------                     -----------
   Partners                         $750
   Associates and counsel           $365 to $600
   Legal assistants                 $220

These hourly rates are subject to periodic adjustments.

The Debtors understand that the firm will apply to the Bankruptcy
Court for allowance of compensation and reimbursement of expenses
in accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, the Local Rules, any orders of this
Court and the applicable United States Trustee Guidelines.

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

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

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


BOSTON SCIENTIFIC: CryoCor Holders Tender 90% Stake to Subsidiary
-----------------------------------------------------------------
Boston Scientific Corporation subsidiary, Padres Acquisition
Corp., disclosed that the initial tender offer period to acquire
all of the outstanding shares of Common Stock of CryoCor Inc. not
owned by BSS for $1.35 per Share in cash without interest, expired
at 12:00 midnight, New York City time, on May 27, 2008.  

The tender offer is in connection with a plan of merger between
CryoCor and Padres.

Padres Acquisition advised CryoCor Inc. that, as of the expiration
of the offer, shares representing more than 90% of the outstanding
Common Stock were validly tendered and not withdrawn.  All shares
that were validly tendered and not withdrawn have been accepted
for payment by Padres Acquisition in accordance with the terms of
the offer.

A full-text copy of the Agreement and Plan of Merger between
CryoCor and Padres is avalable for free at:

               http://ResearchArchives.com/t/s?2da7

                        Executive Changes

Edward F. Brennan, David J. Cooney, Jerry C. Griffin, J. Mark
Hattendorf, Arda M. Minocherhomjee and Kurt C. Wheeler, submitted
a resignation from CryoCor's Board of Directors and from any
committees of the company's Board of Directors effective upon the
the merger.  

In addition, effective upon the consummation of the offer, the
employment of Mr. Brennan as CryoCor's President and Chief
Executive Officer, and Gregory J. Tibbitts as CryoCor's Vice
President, Finance and Chief Financial Officer was terminated.  
CryoCor intends to enter into consulting agreements with each of
Mr. Brennan and Mr. Tibbitts.

On May 28, 2008, Joe Fitzgerald was appointed as CryoCor's
President and Sam R. Leno was appointed as CryoCor's Chief
Financial Officer and Vice President.  Each of Lawrence J. Knopf
and Sam R. Leno was appointed as a director of CryoCor to fill the
vacancies created by the directors' resignations.

                        About CryoCor Inc.

Based in San Diego, California, CryoCor Inc. (Nasdaq: CRYO) --
http://www.cryocor.com/-- is a medical technology company that    
has developed and manufactures a minimally invasive, disposable
catheter system based on proprietary cryoablation technology for
the treatment of cardiac arrhythmias.  

               About  Boston Scientific Corporation

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2008,
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings on Boston Scientific Corp as IDR at
'BB+'; Senior unsecured notes at 'BB+'; and Unsecured bank credit
facility at 'BB+'.  Fitch has also revised the Rating Outlook to
Stable from Negative.

Moody's Investors Service placed Boston Scientific Corporation's
corporate family and probability of default ratings at 'Ba1' in
July 2007.  The ratings still hold to date.


BPC REORGANIZATION: Plan Confirmation Hearing Set for July 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
confirm the liquidation plan of BPC Reorganization Corp., formerly
The Big Party Corporation, at a hearing on July 10, 2008, at 10:00
a.m., in Courtroom #1, Sixth Floor, 824 North Market Street, in
Wilmington, Delaware.

Acceptances or rejections of the plan must be received by the
voting agent at 757 Third Avenue, Third Floor, Attention: BPC
Reorganization Corp. on July 3, 2008, at 4:00 p.m.

Objections to the liquidation plan are due on July 3, 2008, at
4:00 p.m. and must be filed with the Bankruptcy Clerk and received
by:

   a. co-counsel for the Debtor
      Dreier LLP
      499 Park Avenue, 14th Floor
      New York, NY 10022
      Attn: Paul Traub, Esq.
            Steven E. Fox, Esq.

            and

      Pachulski Stang Ziehl & Jones LLP
      919 North Market Street, P.O. Box 8705
      Wilmington, Delaware 19899
      Attn: Laura Davis Jones, Esq.
            Bruce Grohsgal, Esq.

   b. counsel to the Official Committee of Unsecured Creditors
      Otterbourg Steindler Houston & Rosen
      230 Park Avenue
      New York, NY 10169
      Attn: Scott L. Hazan, Esq.

   c. office of the U.S. Trustee
      844 North King Street, Suite 2207, Lockbox 35
      Wilmington, Delaware 19801
      Attn: William Harrington, Esq.

At a May 22, 2008 hearing, the Court approved the Debtor's
disclosure statement saying it contained adequate information.  
The Court also approved the voting procedures proposed by the
Debtor's with respect to its plan.

                      About BPC Reorganization

BPC Reorganization Corp., formerly known as the Big Party
Corporation, filed for Chapter 11 protection on July 23, 2000
(Bankr. D. Del. Case No. 00-2852).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$10 million.


BRISTOW GROUP: S&P Assigns 'BB' Rating on $100MM Convertible Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
and a recovery rating of '4', indicating its expectation of
average (30%-50%) recovery in the event of a payment default, to
the $100 million convertible senior notes due 2038 of Bristow
Group Inc. (BB/Stable/--).  As of March 31, 2008, helicopter
company Bristow had $805.5 million of debt, adjusted for
guarantees, operating leases, and postretirement benefit
obligations.
     
At the same time, Bristow plans to sell 4.1 million shares of
common stock, with the underwriters having an option to purchase
an additional 615,000 shares.  The net proceeds from both the
offerings will be used to acquire aircraft and for other general
corporate purposes.
     
"Although the additional stock offering is beneficial to Bristow's
credit measures, it does not warrant a positive ratings action at
this point," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.
     
Bristow's financial risk profile is aggressive.  Because of the
company's large capital expenditure program, S&P do not expect it
to generate any free cash flow in the near term.  Bristow's
operating performance and financial leverage are stable, and S&P
expect that the addition of new fleet during robust market
conditions will allow the company to continue to reduce leverage
in the intermediate term.


CALYPTE BIOMEDICAL: March 31 Balance Sheet Upside-Down by $9.6MM
----------------------------------------------------------------
Calypte Biomedical Corp.'s consolidated balance sheet at March 31,
2008, showed $7,387,000 in total assets and $16,971,000 in total
liabilities, resulting in a $9,584,000 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,237,000 in total current assets
available to pay in $5,318,000 in total current liabilities.

The company reported a net loss of $1,976,000 on product sales of
$188,000 for the first quarter ended March 31, 2008, compared with
a net loss of $2,789,000 on product sales of $52,000 in the same
period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2dc6

                       Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about Calypte Biomedical Corp.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has suffered recurring operating losses and negative cash
flows from operations, and management believes that the company's
cash resources will not be sufficient to sustain its operations
through 2008 without additional financing.

                     About Calypte Biomedical

Based in Portland,Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company  
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases such as the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.  


CAROL CAPOCCIA: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carol Capoccia, LLC
        56 Bentwood Court East
        Albany, New York 12203

Bankruptcy Case No.: 08-11865

Chapter 11 Petition Date: June 10, 2008

Court: Northern District of New York (Albany)

Debtors' Counsel: Richard Croak, Esq.
                   (richardcroak@richardcroak.com)
                  314 Great Oaks Boulevard
                  Albany, New York 12203
                  Tel: (518) 690-4410
                  Fax: (518) 690-4435

Total Assets: $2,700,368

Total Debts:  $1,661,300

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

            http://bankrupt.com/misc/nynb08-11865.pdf


CATHOLIC CHURCH: Fairbanks May File Chapter 11 Plan Until July 15
-----------------------------------------------------------------
In a status and scheduling conference held in May 2008, Judge
Donald MacDonald IV of the U.S. Bankruptcy Court for the District
of Alaska, told parties-in-interest in the bankruptcy case of the
Catholic Bishop of Northern Alaska, that there are two categories
of issues that should be mediated prior to confirmation of a
Chapter 11 plan:

   (1) the liquidation of tort claims, their treatment under the
       Plan, and the funds payable by insurance companies upon
       those claims; and

   (2) determination of what is property of the bankruptcy estate
       with regard to a $16,000,000 endowment, and other items of
       property as the Official Committee of Unsecured Creditors
       may claim to be estate property.

Judge MacDonald said that issues on treatment of claims would be
most efficiently and expeditiously mediated after the December 2,
2008, claims bar date has passed.  He noted that issues regarding
estate property could be mediated on a "faster track."  Hence, he
asked:

   -- the Diocese of Fairbanks to submit an elaborate term sheet
      that fully sets out the proposed treatment of tort claims
      to counsel for the Creditors Committee by July 15, 2008;
      and

   -- the Creditors Committee to draft an inventory of disputed
      property items that it consider estate property, and serve
      the list on the Diocese, the Court, and other parties-in-
      interest also by July 15.

Judge MacDonald set to discuss possible mediation of the disputed
items at the August 14, 2008, conference "with an eye towards
mediating the property issues this fall."  He noted that it may
be beneficial to use different mediators for the two issues.  He
said that Judge Herb Ross of Anchorage would be available to
mediate the second issue this fall.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 126; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CEDAR FUNDING: Hearing on Case Trustee Appointment Set Tomorrow
---------------------------------------------------------------
The Hon. Marilyn Morgan of the U.S. Bankruptcy Court for the
Northern District of California will consider at 11:30 a.m.
tomorrow the appointment of a chapter 11 trustee to serve in the
case of Cedar Funding Inc., Larry Parsons of Monterey County
Herald reports.  The hearing will be held in Courtroom 3070 at
280 South First Street in San Jose, California, Herald says.

According to the report, Cedar Funding president, David Nilsen
allegedly embezzled about $160 million of funds from at least
1,100 individuals.

State officials asserted support to the appointment of the case
trustee, Herald notes.

Thomas R. Duffy, Esq., representing the plaintiffs in the case,
said that Mr. Nilsen extended $80 million in insider debts to
himself, his wife, company staff and a related company, Herald
reveals.

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- is a mortgage lender.  It filed  
its chapter 11 petition on May 26, 2008 (Bankr. N.D. Calif. Case
No. 08-52709).  Judge Marilyn Morgan presides over the case.  
Charles E. Logan, Esq., represents the Debtor in its restructuring
efforts.  The Debtor listed assets of less than $50,000 and debts
of $100 million to $500 million.


CELSIA TECH: March 31 Balance Sheet Upside-Down by $1,866,264
-------------------------------------------------------------
Celsia Technologies Inc.'s consolidated balance sheet at March 31,
2008, showed $5,447,289 in total assets and $7,313,553 in total
liabilities, resulting in a $1,866,264 total stockholders'
deficit.

The company reported a net loss of $1,679,111 on revenue of
$305,688 for the first quarter ended March 31, 2008, compared with
a net loss of $1,116,723 on revenue of $99,323 in the same period
last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2db7

                       Going Concern Doubt

PKF CPAs, P.C., in New York, expressed substantial doubt about
Celsia Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
reported that at Dec. 31, 2007, the company and its subsidiaries
have commenced limited revenue producing operations and have an
accumulated deficit of $40,292,494.

                    About Celsia Technologies

Headquartered in Miami, Florida, Celsia Technologies Inc. (OTC BB:
CSAT) -- http://www.celsiatechnologies.com/-- is a full solution  
provider and licensor of thermal management products and
technology for the PC, consumer electronics, lighting and display
industries.  The company develops and commercializes next-
generation cooling solutions built on patented micro
thermofluidic technology.  Celsia Technologies' intellectual
property portfolio includes patents registered in Korea, the U.S.,
Japan and Taiwan, with patents pending in the EU, Russia,
India and China.


CENTEX CORP: Fitch Lowers Issuer Default Rating to BB+ from BBB
---------------------------------------------------------------
Fitch Ratings has downgraded Centex Corp.'s Issuer Default Rating
and other outstanding debt ratings as:

  -- IDR to 'BB+' from 'BBB';
  -- Senior unsecured notes to 'BB+' from 'BBB';
  -- Unsecured bank credit facility to 'BB+' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Commercial paper to 'B' from 'F2'.

The Rating Outlook remains Negative.

The downgrade reflects the current difficult housing environment
and Fitch expectations that housing activity will be even more
challenging than previously anticipated during the balance of
calendar 2008 and that new home activity will still be on the
decline well into 2009.  The anemic economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.  
The ratings changes also reflect negative trends in Centex's
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges
and more recently operating losses, which has led to untypically
high debt leverage.  

As of March 31, 2008, Centex's leverage as measured by debt to
capitalization was 59%, which is higher than management's
historical targeted range of approximately 35%-45%.  However, the
company's liquidity position provides a buffer and supports the
new ratings.

Future ratings and outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

The ratings for Centex are supported by the company's strong
management team, historically conservative financial policy and
the strength and geographic diversity of its core homebuilding
operations.  The economies associated with large builders,
significant geographic diversification, consistency of performance
over an extended period of time, relatively low cost operating
structure and a return-on-capital focus provide the framework to
somewhat soften the margin impact of declining market conditions.

In the current environment Centex's strategic focus is on asset
management, asset efficiency and asset valuation risk assessments.  
The company has continued to narrow the scope of its business to
homebuilding.  The company sold its sub-prime and home equity
lending operations in July 2006, followed by the sale of its
commercial construction operations in March 2007.  In April 2008,
Centex sold its home services operations and received
$134.6 million of cash.

Additionally, there will be limitations on asset growth:
significant land purchases have to be re-approved, and there will
be limits on off-balance sheet finance.  There is an increased
emphasis on asset turns at each division level.  There is also an
emphasis on reducing inventory levels.  In March 2008, Centex sold
a portfolio of 27 properties (consisting of 8,545 lots) to a joint
venture and sold a portfolio of five resort/second home properties
to a third property. Centex generated $1.48 billion of cash flow
from operations during fiscal 2008.  Centex ended the year with
$586.8 million of cash on the balance sheet and expects its cash
position to exceed $1 billion at the end of the June 2008 quarter
due in part to proceeds from the sale of its home services
business and an anticipated $600 million tax refund.

Centex controls roughly a 3.25-year supply of land based on latest
12 months home deliveries, 79.5% of which are owned and the
balance controlled through options.  (The options share of total
lots controlled is down sharply over the past two years as the
company has written off substantial numbers of options.)


CHAMPION HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Champion Holdings LLC
        c/o Franks, Gerkin & McKenna, P.C.
        19333 East Grant Highway
        P.O. Box 5
        Marengo, IL 60152
        Tel: (815) 923-2107

Bankruptcy Case No.: 08-71811

Chapter 11 Petition Date: June 10, 2008

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Peggy D. Gerkin, Esq.
                  Franks, Gerkin & McKenna
                  P.O. Box 5
                  Marengo, IL 60152
                  Tel: (815) 923-2107
                  Fax: 815 923-2114
                  E-mail: jpm@fgmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


CHARTERHOUSE BOISE: U.S. Trustee Pushes for Dismissal of Case
-------------------------------------------------------------
Judge James D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho will convene a hearing on June 16, 2008, to
consider a request by Gary McClendon, Esq., representing the
Office of the U.S. Trustee, to either:

   -- dismiss Charterhouse Boise Downtown Properties LLC's
      Chapter 11 case; or

   -- convert it to one under Chapter 7 of the Bankruptcy Code.

According to the IdahoStatesman.com, Mr. McClendon filed the
request after the Debtor failed to provide the Court by June 4
with additional financial information about an outside investor it
would only identify as Robert E. Plummer.  IdahoStatesman.com says
Charterhouse had claimed that Mr. Plummer was prepared to purchase
a one-third interest in the Boise Place project, an injection of
capital that would have gotten the project on its feet.

Timbre Wolfe, president of Alpha Lending, told the
IdahoStatesman.com that the Court could not proceed because it
couldn't figure out who Mr. Plummer was.  Alpha Lending, according
to the report, is the local entity that loaned Charterhouse
founder Gary D. Rogers $2.57 million he used to acquire the old
Boise Tower site from former developer Rick Peterson.

According to the report, the note has been sold to Robert Capps
Homes, a Lake Tahoe-Calif.-based development company that filed
foreclosure against Charterhouse when it defaulted on the loan.

The report notes that Judge Pappas agreed in January to a
continuance to give Charterhouse more time to provide additional
financial information.  Judge Pappas, however, indicated he would
not hesitate to "convert" the case to a Chapter 7 liquidation, the
report adds.

IdahoStatesman.com relates that bankruptcy court trustee Bernie
Rakozy has said that if the case is dismissed, then Robert Capps
Homes could proceed to foreclose.  If the case is converted, Mr.
Rakozy said Capps could bid on the property, but only up to what
it is owed, the report says, allowing Mr. Peterson to bid on the
Debtors' Boise Tower project.  The report notes that Mr. Peterson
has the right to buy back the site.

Mr. Rakozy, the report continues, said the only recourse for
Charterhouse is to come up with an investor for the project before
the hearing, which is not likely with the company in bankruptcy.

As reported by the Troubled Company Reporter on May 28, 2008,
Judge Pappas warned Charterhouse and parties-in-interest in its
Chapter 11 case about letting the bankruptcy case regress to a
"standstill", as both the Debtor and the creditors continue
negotiations.  At that time, the IdahoStatesman.com reported, the
Debtor failed to timely submit an amended disclosure statement
that would include information about an investor who purportedly
will buy a third of the Debtor.

                     About Charterhouse Boise

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


CHRYSLER LLC: Has $9 Bil. in Cash at Year End, CEO Nardelli Says
----------------------------------------------------------------
Chrysler LLC chief executive officer Robert Nardelli insisted the
company is in good shape with $9 billion in cash at the end of
2007, Mike Ramsey of Bloomberg News, citing a CNBC interview,
reports.  Mr. Nardelli says he is leading to get the automaker
through 2008 and make it better positioned to 2009.

Bloomberg News say Chrysler had reported a $1.6 billion operating
loss for 2007 and a $650 million net loss for 2006.

As related in the Troubled Company Reporter in December 2007, the
Wall Street Journal quoted Mr. Nardelli describing Chrysler LLC as
"operationally" bankrupt.  The only thing, Mr. Nardelli relates,
that is keeping Chrysler from going into bankruptcy is the
$10 billion investors entrusted the automaker with.

Bloomberg reports that shareholder Cerberus Capital Management LP
is not regretting its investment in Chrysler, stating that the
company is hitting its financial targets.

As reported in the TCR on Thursday, Mark Neporent, Cerberus
Capital Management's senior managing director, chief operating
officer, and general officer, responded to a report in the
Financial Times disclosing that the firm had sold most of its
holdings in Chrysler LLC and GMAC LLC amid the downturn in the
U.S. economy and woes in the lending industry.

"Cerberus has not reduced or made any changes to its equity stakes
in GMAC or Chrysler since the closing of either transaction.
Cerberus continues to have voting control over both investments.
It is common knowledge, and has been widely reported, that
Cerberus made these investments side-by-side with its co-investors
at the time of closing.  As a general rule, Cerberus does not
commit more than 5% of the capital of any of its funds to any
single investment."

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                            *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.


CHRYSLER LLC: May 2008 International Sales Increase by 5%
---------------------------------------------------------
Chrysler LLC reached an unprecedented sales milestone in May 2008
by achieving 36 consecutive months of year-over-year sales growth
in markets outside North America.  Chrysler International sales
for the month grew by 5% (21,505 units) compared to May 2007,
establishing a new record for the best May sales in the company˙s
history.  Year-to-date sales were up 7% (98,188 units) versus the
same time period last year, driven by a vehicle lineup that offers
customers fuel-efficient and versatile options.

"Chrysler's success outside North America demonstrates that our
newest products are meeting the needs of global consumers and
attracting new buyers to our brands," Jim Press, Vice Chairman and
President, said.  "This is especially important as our core North
American market shifts towards a more global customer outlook with
a preference for fuel efficiency.  We will work to continue to
expand our International business by listening to customers in all
markets, expanding our dealer network and offering vehicles that
are suited to meet their diverse needs."

Chrysler sales in Europe were up 4% year-to-date (54,659 units),
as May sales increased 8% (11,972 units).

   * Chrysler sales in Russia more than doubled (up 107%) to reach  
     971 units in May.  Year-to-date sales for the market grew 82%
     (3,854 units), led by Dodge Caliber, the company's highest-
     volume vehicle outside North America.

   * In the U.K., one of the highest-volume markets for Chrysler,   
     sales grew 20% in May (1,572 units) and were up 11% (8,320
     units) January through May.

Sales in the Asia Pacific region grew by 39% in May (3,807 units),
and 52% year-to-date (17,860 units).  Much of this growth has been
generated by increases in the region˙s highest-volume markets,
China and Australia.

   * Sales in China were up 134% (8,604 units) year-to-date, and
     91% (1,869 units) in May, making it the highest-volume market
     for the month.  High demand for locally produced vehicles and
     the introduction of imported, fuel-efficient models like the
     Jeep(R) Compass were key factors in the tremendous growth.

   * Australian sales of Chrysler vehicles grew 34% in May (1,065
     units), and increased 25% so far in 2008 (4,672 units). Jeep
     Wrangler sales in the market achieved their second-best month
     ever (251 units), and the vehicle has outsold all other
     Chrysler vehicles in the market.

Dodge brand sales achieved a 40% growth in sales so far in 2008
(28,354 units). Jeep sales grew 6% (38,250 units) during the same
time period, while Chrysler brand sales declined 10% (31,584
units).

Jeep brand vehicles achieved solid sales growth so far in 2008, as
year-to-date sales for the capable Jeep Wrangler (7,889 units) and
the highly fuel-efficient Compass (7,238 units) grew 95% and 14%
respectively.  Sales of the Chrysler Sebring have positioned the
vehicle among the top-three-selling vehicles in May (2,038 units)
as sales grew 266% the same month last year.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                            *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.


CLEARPOINT BUSINESS: Defaults Under Credit Agreement with M&T
-------------------------------------------------------------
ClearPoint Business Resources, Inc. is in default under a credit
agreement, dated Feb. 23, 2007, with Manufacturers and Traders
Trust Company and several lenders.  As a consequence of the
default, M&T declared all ClearPoint's outstanding obligations
under the Credit Agreement to be immediately due and payable and
terminated the lenders' obligation to make any additional loans or
issue additional letters of credit to ClearPoint.  ClearPoint is
in the process of negotiating a financing arrangement with a
potential lender.  However, there is no assurance that
ClearPoint's capital raising efforts will be able to attract the
additional capital or other funds it needs to sustain its
operations.

Due to ClearPoint's financial position and results of operations,
on May 30, 2008, ClearPoint scaled back various aspects of its
operations.  If ClearPoint is unable to obtain additional funding,
or such funding is not available on acceptable terms, this will
materially adversely impact ClearPoint's ability to continue
operations.

                          CFO Appointed

ClearPoint Business appointed John G. Phillips as Chief Financial
Officer and Treasurer of ClearPoint.  Mr. Phillips oversees all
finance and administrative functions of ClearPoint.

Mr. Phillips, 48, has served as a chief financial officer or
controller of various companies since 1993. Prior to Mr. Phillips'
appointment as ClearPoint's Chief Financial Officer, Mr. Phillips
worked as the Chief Financial Officer of MSL Sports &
Entertainment, LLC, a sports media company, since July 2007.  Mr.
Phillips served as the Chief Financial Officer of Zoologic, Inc.,
a software company, from December 2004 through December 2006, and
as the Chief Financial Officer of Direct Data Corporation, a
hardware and software company, from January 2002 through August
2004.

>From October 2000 until December 2001, Mr. Phillips served as the
Chief Financial Officer of eSchoolMall Corporation, a company with
a business model similar to that of ClearPoint that developed and
supplied e-procurement proprietary software specifically targeted
toward the K-12 education market.

                         About Clearpoint

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

Clearpoint Business Resources Inc.'s consolidated balance sheet at
March 31, 2008, showed $10,264,003 in total assets and $26,251,109
in total liabilities, resulting in a $15,987,106 total
stockholders' deficit.


CORK & OLIVE: Files for Chapter 11 After Funding Dried Up
---------------------------------------------------------
St. Petersburg Times reports that Cork & Olive filed for chapter
11 bankruptcy protection before the U.S. Bankruptcy Court in
Tampa, Florida, on Monday.

The filing comes at the heels of the company's move to close its
headquarters in Tampa and close eight stories last week, St.
Petersburg Times says.  The company also has terminated 40 workers
around the Tampa Bay area and left nine franchised locations that
have been preparing to open stores in the lurch, including one in
Orlando that had been open only a week, St. Petersburg Times
relates.

According to St. Petersburg Times, Michael Probst, the company's
president, said he had been working on the assumption a New York
hedge fund was going to invest about $3,000,000 in the company,
but when the fund insisted on taking a controlling interest, Mr.
Probst opted to shut down instead.

In a separate report, St. Petersburg Times says the closure leaves
nine franchisees scrambling to figure out how to keep their
businesses afloat.

The report says the franchisees gathered last Wednesday to map a
survival strategy.

"It's unfortunate," St. Petersburg Times quotes Mr. Probst as
saying.  "We are still trying to get financing, but my conscience
would not let me have our people continue working when we were
short of money and could not support our franchises."

St. Petersburg Times relates that Mr. Probst started the company
in 2004 based on the idea of using wine tastings in a comfortable
setting to sell moderately priced wine by the bottle, along with
olive oil and spices.  The report says most of the offerings are
European, Californian and Australian labels that are thinly
distributed in the United States.  Cork & Olive, which had a plan
for 20 stores soon, started selling franchises in 2006, the report
adds.


CORK & OLIVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Estate Wine Group, Inc.
        dba Cork & Olive
        12070 Race Track Road
        Tampa, FL 33626

Bankruptcy Case No.: 08-08338

Type of Business: The Debtor sells wine.  See
                  http://www.corkandolive.com/

Chapter 11 Petition Date: June 9, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  E-mail: dwslaw@yahoo.com
                  602 South Blvd.
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100

Estimated Assets:     $100,000 to $500,000

Estimated Debts: $1 million to $10 million

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

      http://bankrupt.com/misc/flmb08-08338.pdf


CORPORATE BACKED TRUST: S&P Lifts Certificate Rating to B from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 certificates from Corporate Backed Trust Certificates
Series 2001-8 Trust to 'B' from 'B-' and removed them from
CreditWatch, where they were placed with negative implications on
March 18, 2008.
     
The rating actions follow the May 22, 2008, affirmation of the
corporate credit rating and other ratings on General Motors Corp.
(GM; B/Negative/B-3) and their removal from CreditWatch negative.
     
Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, the rating on which is based solely on the
rating assigned to the underlying securities, the 8.10% debentures
due June 15, 2024, issued by GM.
     
The affirmation of the corporate credit rating and other ratings
on GM and their CreditWatch negative removal has no immediate
impact on the GM-related asset-backed securities that are backed
by consumer auto loans, auto leases, or auto wholesale loans.


CRITICAL THERAPEUTICS: Posts $10,779,000 Net Loss in 2008 1st Qtr.
------------------------------------------------------------------
Critical Therapeutics Inc. reported a net loss of $10,779,000 on
total revenues of $3,333,000 for the first quarter ended
March 31, 2008, compared with a net loss of $4,650,000 on total
revenues of $3,495,000 in the same period last year.

The company recognized revenue from product sales of ZYFLO CR and
ZYFLO of $3,333,000 in the three months ended March 31, 2008,
compared to $2,894,000 from product sales of ZYFLO in the three
months ended March 31, 2007.  

The company did not recognize any collaboration revenue in the
three months ended March 31, 2008.  The company recognized
$601,000 in collaboration revenue in the three months ended
March 31, 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$34,180,000 in total assets, $27,054,000 in total liabilities, and
$7,126,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2da4

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Deloitte & Touche LLP, in Boston, expressed substantial doubt
about the Critical Therapeutics Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations, recurring negative cash flows from operations and an
accumulated deficit of $191,372,000 as of Dec. 31, 2007.

As of March 31, 2008, the company had an accumulated deficit of
approximately $202,151,000.

                   About Critical Therapeutics

Based in Lexington, Mass., Critical Therapeutics Inc. (Nasdaq:
CRTX) -- http://www.crtx.com/-- is developing and commercializing  
innovative products for respiratory and inflammatory diseases.
Critical Therapeutics owns worldwide rights to two FDA-approved
drugs: ZYFLO CR(TM)(zileuton) extended-release tablets and
ZYFLO(R)(zileuton tablets).

  
CROSSWINDS AT LONE STAR RANCH: Seeks to Obtain $525,000 Financing
-----------------------------------------------------------------
Crosswinds at Lone Star 1000 Ltd. asks Judge Brenda T. Rhoades of
the U.S. Bankruptcy Court for the Eastern District of Texas for
permission to obtain post-petition financing from Lontray
Enterprises LLC, a limited liability company owned by Bernie
Glieberman (1%), his wife Sandra Glieberman (1%), and their
children Lonie Glieberman (48%) and Tracey Katzen (48%).

Lontray will loan up to $525,000 to the Debtor to pay
administrative expenses of the estate and ordinary operating
expenses pursuant to a budget.  The loan will be made in one or
more advances and will mature on the earliest of (a) the closing
of a sale of the Debtor's assets to any party other than Lontray,
(b) the effective date of a plan of reorganization, or (c) January
31, 2009.

Lontray will be granted a postpetition lien on the Debtor's
property -- 1,000 acres of land located in Denton County, Texas,
largely in the City of Frisco.  Lontray's lien will be prime and
senior to all existing liens.  

AmTrust Bank presently holds the senior lien on the Property.  
AmTrust asserts that it is owed "at least $61,834,844."  The
Property was appraised on November 23, 2007, at an "as is" fee
simple market value of $85,000,000 by John Tuszynski and
Associates, Inc.  Thus, the Debtor asserts, AmTrust is oversecured
because it is more than adequately protected by the in excess of
$23,000,000 equity cushion.

Mechanic's and materialman's liens have also been filed against
the Property.  As of the Petition Date, the holders of M&M Liens
asserted secured claims totaling $2,550,338.  "The imposition of
an additional priming lien in the maximum amount of $525,000 in
favor of Lontray affects no material alteration in the adequate
protection of the M&M Lien holders' position," the Debtor says.

The loan will accrue interest at the rate of 12% per annum prior
to the Maturity Date and 15% per annum after the Maturity Date.
The loan will give the Debtor enough cash to sustain its
operations and pay administration costs through December 2008,
which roughly coincides with the time frame for the sale of the
Property.  

A copy of the Budget and the Loan Agreement is available for free
at http://bankrupt.com/misc/crosswinds_DIPfinancing.pdf

An objection was filed by Amtrust Bank while Residential Funding
Company, LLC, delivered a limited objection to the Court.

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for Chapter 11 protection on February 4, 2008.  Frank J. Wright,
Esq., at Wright, Ginsberg & Brusilow P.C., represents the Debtor
in its restructuring efforts.  The U.S. Trustee appointed an
Official Committee of Unsecured Creditors.  When the
Debtor file for protection against it creditors, it list total
asset of $115,000,000 and total debts of $79,100,000.  In its  
schedules of assets and liabilities, the Debtor disclosed
$115,910,022 in total assets and $80,169,235 in total liabilities.


CROSSWINDS AT LONE STAR RANCH: U.S. Trustee Amends Committee
------------------------------------------------------------
The United States Trustee for Region 6 discloses that the Official
Committee of Unsecured Creditors Crosswinds at Lone Star Ranch
1000 Ltd.'s bankruptcy case is now comprised of:

     Herschel V. Forester
     Herschel Forester & Company
     4445 Alpha Road, Ste. 116
     Dallas, TX 75244
     Tel: (972) 661-1614 ext. 1
     e-mail: hvfor@sbcglobal.net

     Patricia E. Apelian
     Residential Funding LLC, GMAC ResCap
     31 Westgate Boulevard
     Plandome, NY 11030
     Tel: (516) 869-1868
     e-mail: papelian@optonline.net

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for Chapter 11 protection on February 4, 2008.  Frank J. Wright,
Esq., at Wright, Ginsberg & Brusilow P.C., represents the Debtor
in its restructuring efforts.  The U.S. Trustee appointed an
Official Committee of Unsecured Creditors.  When the
Debtor file for protection against it creditors, it list total
asset of $115,000,000 and total debts of $79,100,000.  In its  
schedules of assets and liabilities, the Debtor disclosed
$115,910,022 in total assets and $80,169,235 in total liabilities.


CROSSWINDS AT LONE STAR RANCH: Files Plan & Disclosure Statement
----------------------------------------------------------------
Crosswinds at Lone Star Ranch 1000, Ltd., delivered to the U.S.
Bankruptcy Court for the Eastern District of Texas a disclosure
statement explaining its proposed plan of reorganization.

The Court will convene a hearing on July 1, 2008, at 10:15 a.m. to
consider approval of the Debtor's Disclosure Statement.

The Plan serves as the vehicle by which the Debtor will commence
an orderly sale process for the Phillips Creek Ranch, its primary
assets.  The Debtor believes that the sale of the Property in
accordance with the Plan will bring the highest and best price for
the Property, and will provide ample  resources for the payments
to creditors.

The Plan groups claims against and interest in the Debtor into 14
classes:

  Class   Description                    Treatment
  -----   -----------                    ---------
   n/a    Administrative Claims          Paid in cash, in full

   n/a    Priority Tax Claims            Paid in cash, in full

   n/a    Other Priority Claims          Paid in accordance with
                                         Section 1129(a)

   n/a    U.S. Trustee Fees              Paid in cash, in full

    1     Priority Wage Claims           Paid 100% of allowed
                                         amount

    2     AmTrust Bank's Secured Claim   Paid 100% of allowed
                                         amount of allowed
                                         secured claim

    3     Fugro Consultants LP's         Paid 100% of allowed
          Secured Claim                  amount of allowed
                                         secured claim

    4     Huitt-Zollars Inc.'s           Paid 100% of allowed
          Secured Claims                 amount of allowed
                                         secured claim

    5     JL Myers Co.'s Secured Claim   Paid 100% of allowed
                                         amount of allowed
                                         secured claim

    6     Jowell Corp.'s Secured Claim   Paid 100% of allowed
                                         amount of allowed
                                         secured claim

    7     LH Lacy Company Ltd.'s         Paid 100% of allowed
          Secured Claims                 amount of allowed
                                         secured claim

    8     Roger Davis Construction       Paid 100% of allowed
          Service's Secured Claims       amount of allowed
                                         secured claim

    9     TBG Partners' Secured Claims   Paid 100% of allowed
                                         amount of allowed
                                         secured claim

   10     Secured Tax Claims             Paid in full

   11     General Unsecured Claims       Paid based on Pro Rata
                                         share, after
                                         satisfaction of all
                                         Allowed Secured Claims

   12     Unsecured Claim of Residential Paid after satisfaction
          Funding Company, LLC           of Class 11

   13     Unsecured Subordinated Claims  Paid after satisfaction
                                         of all other Allowed
                                         Unsecured Claims

   14     Interests of Equity Security   Will get whatever's left
          Holders

The Plan will be funded by a $525,000 loan from Lontray
Enterprises LLC.  Among others, the funds will be used to employ a
real estate broker, market the Property for sale, and carry out
the orderly sale of the Property and all assets of the Debtor for
the highest and best price.  Net proceeds will be distributed to
Lontray and to the Debtor's creditors.

A full-text copy of the Disclosure Statement and the Plan of
Reorganization is available for free at:

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

Headquartered in Novi, Michigan, Crosswinds at Lone Star Ranch
1000, Ltd., owns and develops real estate.  The company filed
for Chapter 11 protection on February 4, 2008.  Frank J. Wright,
Esq., at Wright, Ginsberg & Brusilow P.C., represents the Debtor
in its restructuring efforts.  The U.S. Trustee appointed an
Official Committee of Unsecured Creditors.  When the
Debtor file for protection against it creditors, it list total
asset of $115,000,000 and total debts of $79,100,000.  In its  
schedules of assets and liabilities, the Debtor disclosed
$115,910,022 in total assets and $80,169,235 in total liabilities.


CRYOCOR INC: Holders Tender 90% Stake to Boston Scientific's Unit
-----------------------------------------------------------------
Boston Scientific Corporation subsidiary Padres Acquisition Corp.
disclosed that its initial offer period of the tender offer to
acquire all of the outstanding shares of Common Stock of CryoCor
Inc. not owned by BSS for $1.35 per Share in cash without
interest, expired at 12:00 midnight, New York City time, on May
27, 2008.  

The tender offer is in connection with a plan of merger between
CryoCor and Padres.

Padres Acquisition advised CryoCor Inc. that, as of the expiration
of the offer, shares representing more than 90% of the outstanding
Common Stock were validly tendered and not withdrawn.  All shares
that were validly tendered and not withdrawn have been accepted
for payment by Padres Acquisition in accordance with the terms of
the offer.

A full-text copy of the Agreement and Plan of Merger between
CryoCor and Padres is avalable for free at:

               http://ResearchArchives.com/t/s?2da7

                        Executive Changes

Edward F. Brennan, David J. Cooney, Jerry C. Griffin, J. Mark
Hattendorf, Arda M. Minocherhomjee and Kurt C. Wheeler, submitted
a resignation from CryoCor's Board of Directors and from any
committees of the company's Board of Directors effective upon the
the merger.  

In addition, effective upon the consummation of the offer, the
employment of Mr. Brennan as CryoCor's President and Chief
Executive Officer, and Gregory J. Tibbitts as CryoCor's Vice
President, Finance and Chief Financial Officer was terminated.  
CryoCor intends to enter into consulting agreements with each of
Mr. Brennan and Mr. Tibbitts.

On May 28, 2008, Joe Fitzgerald was appointed as CryoCor's
President and Sam R. Leno was appointed as CryoCor's Chief
Financial Officer and Vice President.  Each of Lawrence J. Knopf
and Sam R. Leno was appointed as a director of CryoCor to fill the
vacancies created by the directors' resignations.

                        About CryoCor Inc.

Based in San Diego, California, CryoCor Inc. (Nasdaq: CRYO) --
http://www.cryocor.com/-- is a medical technology company that    
has developed and manufactures a minimally invasive, disposable
catheter system based on proprietary cryoablation technology for
the treatment of cardiac arrhythmias.  

                       Going Concern Doubt

Ernst & Young LLP, in San Diego, expressed substantial doubt about
CryoCor Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's accumulated deficit of $100.8 million and working
capital of $5.2 million.

The company disclosed in its Form 10-Q for the quarter ended
March 31, 2008, that it does not have sufficient working capital
to fund its planned operations through Dec. 31, 2008, and is
dependent upon closing a merger transaction with Boston Scientific
Scimed Inc.  If the company does not complete the transaction with
Boston Scientific Scimed Inc. and is unable to secure adequate
additional debt or equity financing, the company will be forced to
restructure or significantly curtail its operations, file for
bankruptcy, or cease operations.


DARREN HARTWICK: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Darren Roy Hartwick
        P.O. Box 6413
        Mohave Valley, AZ 86446

Bankruptcy Case No.: 08-06379

Chapter 11 Petition Date: May 30, 2008

Court: District of Arizona (Yuma)

Judge: Randolph J. Haines

Petitioner's Counsel: Harry N. Stone, Esq.
                      (hstone@stonelawfirm.com)
                      The Stone Law Firm PLC
                      3030 North 3RD Street, #200
                      Phoenix, AZ 85012
                      Tel: (602) 241-8576
                      Fax: (602) 241-8512

   Petitioning Creditor                      Claim Amount
   --------------------                      ------------
   Thomas L. Thornton                            $341,000
   8016 East Madero Avenue
   Mesa, AZ 85209


DEEP OCEAN: Plans to Secure DIP Financing to Continue Business
--------------------------------------------------------------
Christine M. Tobin, Esq., at Bush Strout & Kornfeld, said its
client, Deep Ocean Expeditions LLC, plans to secure postpetition
financing from one of its owners, The Deal's Jamie Mason reports.

Deep Ocean sought bankruptcy protection when a creditor withdrew
its financial support for the refitting of the Debtor's 183-foot
ship, the MV Alucia, according to the report.

The Debtor is looking for investors to offer it exit financing to
continue work at its vessel, to support its restructuring efforts,
and to satisfy its debts, The Deal says.

The Deal, citing Ms. Tobin, said that the Debtor has $7.5 million
in secured and unsecured debt.  She added that the Debtor has less
than 12 workers.

Robert D. McCallum, general manager, filed a chapter 11 petition
on behalf of Seattle, Washington-based Deep Ocean Expeditions LLC
on May 28, 2008 (Bankr. W.D. Wash. Case No. 08-13231). Judge Karen
A. Overstreet presides over the case.  Christine M. Tobin, Esq.,
at Bush Strout & Kornfeld, represents the Debtor in its
restructuring efforts.  The Debtor listed assets of $10 million to
$50 million and debts of $1 million to $10 million when it filed
for bankruptcy.

Deep Ocean Expeditions LLC is associated with nonbankrupt Deep
Ocean Expeditions Ltd., -- http://www.deepoceanexpeditions.com/--  
which was founded in 1998 by Australian diver, climber and
adventurer Mike McDowell, who wanted to educate people about the
ocean without anything being touched or removed.  Mr. McDowell is
managing director of Deep Ocean Expeditions LLC.


DELTA FINANCIAL: Westchester Surplus Refutes Insurance Claim
------------------------------------------------------------
Westchester Surplus Lines Insurance Company asks the U.S.
Bankruptcy Court for the District of Delaware to dismiss Delta
Financial Corporation's complaint.

The Debtors had asked the Court to rule that three insurance
companies:

   -- Westchester Surplus Lines Insurance Company,

   -- Axis Specialty Insurance Company, and

   -- United States Fire Insurance Company

have to pay for the defense costs incurred by debtor Delta
Financial Corporation's officers and directors in connection with
a lawsuit filed by Delta Funding Residual Exchange Company, LLC
against Delta Financial over alleged misrepresentations by Delta
Financial about the value of the cashflow certificates the company
transferred to DFREC in connection with an exchange transaction.

Carl N. Kunz, Esq., at Morris James LLP, in Wilmington, Delaware,
contends Westchester maintains:

   i. the insurance coverage is excluded pursuant to the
      inadequate consideration exclusion;

  ii. the underlying action in which Delta Financial says its
      claim arose does not allege an insurable loss;

iii. Delta Financial has not alleged a factual basis to support
      a waiver of Westchester's right to argue that the
      Inadequate Consideration Exclusion defeats coverage; and
      that the Underlying Action does not allege an insurable
      loss; and

  iv. Delta Financial has not alleged a factual basis to support
      an estoppel of Westchester's right to argue that the
      Inadequate Consideration Exclusion defeats coverage and
      that the Underlying Action does not allege an insurable
      loss.

The "bad faith" cause of action must be dismissed because
Westchester did not breach its contract with Delta Financial and
New York law does not recognize an independent cause of action in
tort for bad faith, Mr. Kunz asserts.

Delta Financial is not entitled to punitive damages because Delta
Financial's allegation that Westchester delayed in issuing its
coverage position is simply insufficient to support a claim for
punitive damages, Mr. Kunz asserts further.

According to Mr. Kunz, Delta Financial is not entitled to
attorneys' fees expended to establish the coverage because:

   -- Westchester has not sued Delta Financial in a declaratory
      judgment action, rather Delta Financial sued Westchester;
      and

   -- Delta Financial has not alleged or mention any facts
      indicating bad faith by Westchester.

                  Debtors Want Axis and US Fire's
                   Request for Dismissal Denied

The Debtors ask the Court to deny the request by excess insurers
Axis Specialty Insurance Company and U.S. Fire Insurance Company
to dismiss the complaint.

The Debtors had commenced the adversary proceeding alleging breach
of contract and also seeking a declaration that the Westchester
and the Excess Insurers owe the Debtors and certain of its
directors and officers insurance coverage under the Directors and
Officers liability policies for an underlying action currently
pending against them in the Supreme Court of the State of New
York, County of Nassau

John E. James, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, the Excess Insurers' request for dismissal
are primarily based on inapplicable exclusions and the assertion
that the damages sought by Delta LLC are, somehow, "uninsurable"
on public policy grounds.  Moreover, he relates, as to U.S. Fire,
the "outside directorship" exclusion does not apply and certainly
does not encompass all of the alleged "wrongful acts" asserted
against the Debtors' directors and officers.  Mr. James contends
that the adversary proceeding against U.S. Fire is ripe for a
judicial decision in the face of underlying damages asserted for
$110,000,000.

Neither of the Excess Insurers can not prove that the asserted
exclusions completely preclude coverage for all of the
allegations in the Underlying Delta LLC Action, or that the
Underlying Action falls solely and entirely within the wording of
the two exclusions -- which must be strictly construed, and must,
on their face, be clear, explicit and unmistakable, Mr. James
asserts.  He avers the exclusions do not entirely cover the
allegations in the Underlying Action, and they are subject to
more reasonable interpretations than those provided by the Excess
Insurers.

                About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  It has $19,954,295 in assets
and $12,842,277 in debts as of March 31, 2008.  The Debtors'
petition listed D.B. Structured Products Inc. as their largest
unsecured creditor holding a $19,500,000 claim.  The Court
extended until June 16, 2008, the period during which the Debtors
have the exclusive right to file a plan of reorganization or
liquidation.  (Delta Financial Bankruptcy News; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000).


DELTA AIR: CFO Ed Bastian Meets with NWA Pilot Leaders
------------------------------------------------------
In a closed-door meeting held on June 5, 2008, Delta Air Lines
Inc. president and chief financial officer Ed Bastian answered
questions from Northwest Airlines pilot leaders, The Associated
Press reports.

The talks were in light of Delta's effort come to an agreement
with the pilots before formally joining with Northwest, which
combination is expected to be completed by the end of 2008.

While a pilot agreement is not necessary for a Delta-Northwest
combination, Delta executives have said "it would help the new
airline save money faster," according to AP.

To recall, Delta and Northwest pilots failed to ink a joint
contract before Delta announced its plan to purchase Northwest.  
The airlines' pilots could not agree on seniority issues.

Mr. Bastian told AP in an interview that Northwest pilot leaders
invited him to address their Master Executive Council, where he
made a two-hour presentation about the impact of high fuel prices
and Delta's desired timing for reaching a joint contract.

"It wasn't a negotiating session," Mr. Bastian said, referring to
the issue of pay raises to match Delta pilots', says the report.

Dave Stevens, chairman of the Northwest branch of the Air Line
Pilots Association, told the AP that "all pilots and all
employees have to be treated the same" to have a successful
merger.

Mr. Bastian also disclosed that Delta will have some capacity
cuts.  While Delta has stopped hiring new pilots, the Company
does not expect to furlough any current pilots, he added.

              Delta Won't Abandon Northwest Deal,
                    IAMAW Opposes Merger
     
In a shareholders meeting held June 2, in New York, Mr. Bastian,
said that Delta was committed to the merger even with record-high
fuel prices, Reuters reports.

"To deal with the high cost of fuel and to deal with slowing
demand on the U.S. side, we decided to combine forces with
arguably the other strongest network carrier, both on the cost
side and on balance sheet," CNN Money quotes Mr. Bastian, as
saying.

Delta Chief Executive Richard Anderson said during the meeting
that in the initial stages of their integration, Delta and
Northwest are currently holding discussions "where they can rein
in costs while maintaining safety and reliability," the report
says.

Delta elected to hold a special meeting at a later date to handle
matters relating to the issuance of new shares in the Northwest
merger negotiations, reports The Deal.

While Delta stands by its decision not to abandon its deal with
Northwest, the International Association of Machinists and
Aerospace Workers -- which represents thousands of ground workers
at Northwest -- urged shareholders to oppose the merger.

In a statement filed with the Securities and Exchange Commission,
IAMAW President Thomas Buffenbarger expressed, on behalf of the
Association, his concern on the treatment of employees in the
proposed merger.

Mr. Buffenbarger stated that the deal "destroys shareholder value
by combining two vastly different entities with few expected
synergies."

The proposed transaction would have a huge financial impact on
the combined airline, resulting in massive liabilities that could
significantly drag its future performance, including, among
others, a long-term debt burden of $15,000,000, and a working
capital deficiency of $1,030,000,000, and an unfunded pension
liability of more than $7,000,000, Mr. Buffenbarger pointed out.

"To date, Delta and Northwest have failed to provide shareholders
with a convincing argument that consolidation would increase
shareholder value," Mr. Buffenbarger said in the SEC disclosure.

A full-text copy of IAMAW's letter to Delta's shareholders, filed
on Form PX14A6G, is available for free at:

http://sec.gov/Archives/edgar/data/27904/000114420408033771/v11659
5_px14a6g.htm

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline  
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.  
(Delta Air Lines Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DELTA AIR: Faces Interference Charges by Flight Attendants
----------------------------------------------------------
The Association of Flight Attendants-Communication Workers of
America filed on June 6, 2008, formal interference charges with
the National Mediation Board against Delta Air Lines management,
alleging illegal conduct during the recent flight attendant
representation election, the Association said in an official press
release.

AFA-CWA's allegations include "substantial evidence that Delta
flight attendants were denied a free and fair election due to
management's aggressive tactics aimed at defeating union
representation."

"Delta flight attendants were denied the opportunity to freely
participate in this election without being intimidated by
management and heavy-handed efforts to keep them from gaining a
voice," said Patricia Friend, AFA-CWA International President.

"A majority of Delta flight attendants wanted the opportunity to
have an election and they deserve an election that is free and
fair," Ms. Friend added.

A majority of Delta's over 13,000 flight attendants signed
representation cards when AFA-CWA filed for an election in
February.  Under NMB rules, 50% plus one of all eligible flight
attendants must return a ballot in order for the election to be
certified.  Since only forty percent of the flight attendants
returned ballots, which were counted on May 28, the results of
the election were not certified despite AFA-CWA receiving 99% of
the votes cast, AFA said.

Specifically, only 5,253 of 13,380 eligible Delta flight
attendants cast their votes, according to an NMB report released
upon the conclusion of the election on May 28.

AFA-CWA suggests that if the NMB finds sufficient evidence that
illegal interference occurred, it can set a new election.  The
Association is asking for a "new election with a balloting
procedure that will limit the effects of any further illegal
conduct by Delta management."

"By rerunning the election using a "Laker" Ballot, flight
attendants will be permitted to vote "Yes" or "No" for AFA-CWA
representation.  In the previous election, flight attendants were
discouraged from participating in the voting process as only the
"Yes" votes were counted, thereby automatically counting those
who did not vote as "No" votes," the statement said.

       60% of Flight Attendants Trash AFA Representation

The Troubled Company Reporter said on June 3, 2008, that Delta
received notification from the National Mediation Board that a
decisive majority -- more than 60% of eligible flight attendants
-- rejected representation by the AFA-CWA in the representation
election at Delta.

The rejection means Delta's continuous direct relationship
with its flight attendants.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline  
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.  
(Delta Air Lines Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DELTA AIR: Justice Department Seeks Information on Merger Plan
--------------------------------------------------------------
Delta Air Lines Inc. and Northwest Airlines Corp. disclosed that
Antitrust officials at the U.S. Justice Department have asked them
"for more information on [their] merger proposal," Reuters
reports.

The Justice Department confirmed the Notice.  In a statement,
Delta told Reuters that it is "committed to working cooperatively"
with the Department and "remains confident of a successful close"
of the deal.

The government's request formally indicated that the
investigation on Delta's bid to acquire Northwest -- which Delta
formally proposed to antitrust enforcers and shareholders in
April 2008 -- is moving forward, according to the report.

"[Delta's] filing was timed to ensure antitrust review before
[U.S. President] Bush administration leaves office in January.  
The administration is considered business friendly," Reuters
says.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline      
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DISTRIBUTED ENERGY: Posts $8,433,341 Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
Distributed Energy Systems Corp. reported a net loss of $8,433,341
on total revenue of $6,100,121 for the first quarter ended March
31, 2008, compared with a net loss of $14,629,440 on total revenue
of $8,423,634 in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$37,432,333 in total assets, $21,638,621 in total liabilities, and
$15,793,712 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $17,292,513 in total current assets
available to pay $19,316,779 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?2da5

                 About Distributed Energy Systems

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq: DESC) -- http://www.distributed-energy.com/-- through   
its subsidiaries, engages in the design, development, manufacture,
and sale of on-site hydrogen gas delivery systems worldwide.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power systems Inc., filed for Chapter 11 bankrupty
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq. and Robert F. Poppiti, Jr., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $16,826,046 and total
debts of $65,546,173.

The company determined the voluntary filings were necessary to
complete going-concern sales of the Northern Power unit and
another subsidiary, Proton Energy Systems Inc., and was the best
course of action to maximize the value of the company's assets for
all stakeholders including its 175 employees.


DISTRIBUTED ENERGY: Wants Sale Bid Procedures of Units Approved
---------------------------------------------------------------
Distributed Energy Systems Corp. and its affiliates ask the United
States Bankruptcy Court for the District of Delaware to approve a
proposed bidding procedures for the sale of their units' assets,
subject to better and higher offers.

The Debtors intend to divest Northern Power Systems Inc. and
Proton Energy Systems Inc.  Proton and Northern are wholly owned
subsidiaries of the Debtors.

A. Northern Power

The Debtors entered into a $10,500,000 asset purchase agreement
dated June 4, 2008, with NEA Acquisition Corp.  The deal includes
the assumption of certain liabilities.

Qualified bid along with a $500,000 deposit must be delivered by
July 8, 2008, at 4:00 p.m.  An auction will take place on July 10,
2008, 10:00 a.m., at 1000 West Street, 17th floor in Wilmington,
Delaware.  The Debtors propose a sale hearing on July 15, 2008.

The agreement provides a $315,000 break-up fee in an event the
Debtors consummate a sale to another party.

A full-text copy of Northern's asset purchase agreement is
available for free at http://ResearchArchives.com/t/s?2d9f

B. Proton Energy

The Debtors and Baker Companies Inc. reached an agreement on June
4, 2008, wherein Baker will purchase all outstanding capital stock
of Proton for $9,200,000.

Qualified bids together with a $920,000 deposit must be delivered
by July 8, 2008, at 4:00 p.m.  An auction will take place on July
10, 2008 at 10:00 a.m., at 1000 West Street, 17th floor in
Wilmington, Delaware.  The Debtors propose a sale hearing on July
14, 2008.

Baker will be paid $200,000 break-up fee plus $135,000 expense
reimbursement, if the Debtor consummates a sale to another party.

A full-text copy of Proton's asset purchase agreement is available
for free at http://ResearchArchives.com/t/s?2da0

                    About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq: DESC) -- http://www.distributed-energy.com/-- through  
its subsidiaries, engages in the design, development, manufacture,
and sale of on-site hydrogen gas delivery systems worldwide.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq. and Robert F. Poppiti, Jr., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their claims agent.  When the Debtors filed for
protection from their creditors, they listed total assets of
$16,826,046 and total debts of $65,546,173.


D.R. HORTON: Difficult Housing Envi. Prompts Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded D.R. Horton, Inc.'s Issuer Default
Rating and other outstanding debt ratings as:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-';
  -- Senior subordinated debt to 'BB-' from 'BB+'.

The Rating Outlook remains Negative.

The downgrade reflects the current difficult housing environment
and Fitch's expectations that housing activity will be even more
challenging than previously anticipated during the balance of
calendar 2008 and that new home activity will still be on the
decline well into 2009.  The anemic economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.  
The ratings changes also reflect negative trends in D.R. Horton's
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges.  
However, D.R. Horton's liquidity position provides a buffer and
supports the new ratings.

Future ratings and outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

Ratings for D.R. Horton are based on the company's execution of
its business model in the current housing correction, steady
capital structure, geographic and product line diversity, and the
company's above average growth during this past housing expansion.  
D.R. Horton had been an active consolidator in the homebuilding
industry, which had kept debt levels a bit higher than its peers.   
But management also exhibited an ability to quickly and
successfully integrate its many acquisitions.  During fiscal 2002
the company completed its largest acquisition in absolute size
(Schuler Homes).  However, D.R. Horton made no acquisitions in
fiscal 2003 through fiscal 2007 or so far in fiscal 2008.  It also
appears that D.R. Horton may be less acquisitive in the future as
it primarily focuses on harvesting the opportunities within its
current and adjacent markets.

D.R. Horton maintains a 5.2-year supply of lots, 78% of which are
owned and the balance controlled through options.  (The options
share of total lots controlled is down sharply over the past two
years as the company has written off substantial numbers of
options.)

The ratings also manifest the D.R. Horton's historic aggressive,
yet controlled growth strategy and its relatively heavy
speculative building activity.  D.R. Horton has historically built
a significant number of its homes on a speculative basis.  D.R.
Horton successfully executed this strategy in the past.  
Nevertheless, Fitch was more comfortable with the more modest
'spec' targets of 2004 and 2005.  At present 'spec' counts are
high for D.R. Horton as with certain other builders because of
unusually elevated cancellation rates.

D.R. Horton ended the March 2008 quarter with $518.9 million of
cash on the balance sheet and $1.3 billion of availability under
its $2.25 billion unsecured revolving credit facility.  As of
March 31, 2008, D.R. Horton was in compliance with all the
covenants under its revolving credit facility.  However, the
cushion under its tangible net worth covenant has declined to
approximately $290 million.  Management indicated that it intends
to seek an amendment to its revolving credit facility to modify
the covenant provisions by the end of its current fiscal year
(ending Sept. 30, 2008). The revolving credit facility matures in
December 2011.


DRI CORP: Shareholders OK Proposals at 2008 Annual Meeting
----------------------------------------------------------
DRI Corporation's shareholders approved both proposals put before
them during the Annual Meeting of Shareholders held at the Hilton
Raleigh-Durham Airport at Research Triangle Park in North
Carolina.

Shareholders voted to:

   * Elect seven directors to serve until the Annual Meeting of
     Shareholders in 2009; and

   * Amend the DRI Corporation 2003 Stock Option Plan to increase
     by 900,000 the number of shares that may be issued pursuant
     to awards granted under the Plan.

No other business was transacted during the business meeting.

                  2008-2009 Board of Directors

These individuals were approved by shareholders to serve on the
company's Board of Directors until the next annual meeting in
2009:

   * Huelon Andrew Harrison, age 47, Dallas, Texas;
   * John D. Higgins, age 75, Glen Head, New York;
   * C. James Meese Jr., age 66, Raleigh, North Carolina;
   * Stephanie L. Pinson, age 71, Watchung, New Jersey;
   * John K. Pirotte, age 58, Raleigh, North Carolina;
   * Juliann Tenney, age 55, Chapel Hill, North Carolina; and
   * David L. Turney, age 64, Dallas, Texas.

Immediately following the business meeting, DRI Chairman,
President and Chief Executive Officer David L. Turney reviewed and
discussed with shareholders the positive outlook for the company's
fiscal year 2008.

"Regarding the company's fiscal year 2008 guidance of $68 million
to $70 million in revenue and earnings per diluted share of 14
cents to 17 cents, management is comfortable projecting earnings
per share to be at or around the upper end of that range," Mr.
Turney said.

Headquartered in Dallas, DRI Corporation (Nasdaq: TBUS) --
http://www.digrec.com/-- through its business units and wholly   
owned subsidiaries, manufactures, sells, and services information
technology and surveillance technology products either directly or
through manufacturers' representatives or distributors.  Customers
include municipalities, regional transportation districts,
federal, state and local departments of transportation, and bus
manufacturers.  The company markets primarily to customers located
in North and South America, Far East, Middle East, Asia,
Australia, and Europe.

                           *     *     *

PricewaterhouseCoopers LLP, in Raleigh, North Carolina, expressed
substantial doubt about DRI Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has insufficient cash resources to make
payment in full on the outstanding balance of the domestic line of
credit which matures June 30, 2008.

The company has executed term sheets with potential lenders for
the refinancing of the domestic line of credit and such lenders
are in the process of performing due diligence reviews of the
company's financial records and operations.


EDUCATION RESOURCES: Wants to Reject First Marblehead Agreements
----------------------------------------------------------------
The Education Resources Institute Inc. seeks authority from the
U.S. Bankruptcy Court for the District of Massachusetts to reject
several contracts it entered with The First Marblehead
Corporation, First Marblehead Education Resources Inc., and TERI
Marketing Services Inc., effective as of May 31, 2008.

The Debtor also seeks the Court's authority to enter into a
Transition Services Agreement, which will govern the terms and
conditions pursuant to which one or more of the FMC Entities will
provide certain services to the Debtor for a brief period of
time.  A full-text copy of the TSA is available for free at:

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

Gina Lynn Martin, Esq., at Goodwin Procter LLP, in Boston,
Massachusetts, relates that the Debtor is party to several
prepetition contracts with one or more of the FMC Entities
including:

   * a Master Servicing Agreement, dated as of July 1, 2001,
   * a Master Loan Guaranty Agreement, dated February 2, 2001,
   * a Database and Sale Agreement, dated June 20, 2001, and
   * a Marketing Services Agreement, dated July 1, 2001.

The Debtor has determined that it is not in its best interests to
continue to operate under the terms of the FMC Contracts.  The
Debtor has reviewed the terms of each of the FMC Contracts and
has determined that the burdens of the contracts, including the
significant costs to which the Debtor is subjected, greatly
outweigh the benefits to the Debtor under the Contracts.  

Ms. Martin says the "burn rate" of the FMC Contracts is about
$8,000,000 to $16,000,000 per month.  Given the substantially
reduced loan volume that currently exists, with little
proportional reduction in monthly costs, it has quickly become
apparent that the Debtor cannot continue to operate under the FMC
Contracts, she tells the Court.

The Debtor had $16,200,000,000 in guarantees outstanding at the
end of 2007, Bloomberg News said, citing Moody's Investors
Service.  For the quarter ended March 31, 2008, FMC reported
$330,803,000 receivables from the Debtor for processing fees.

After intensive negotiations and meetings, FMC and the Debtor
have agreed on arrangements for one or more of the FMC Entities
to provide the Debtor with essential services, at reduced costs,
while the Debtor transitions its operations away from the FMC
Entities to provide those services in-house or through third
party service providers.  Starting May 31, 2008, the Debtors and
the FMC Entities' relationship will be governed by the TSA.

Many of the "back office" operations of the Debtor are managed by
FMER under the MSA.  FMER's management services cost the Debtor
more than $10,000,000 per month before the Petition Date, Ms.
Martin says.  The FMER costs were manageable until the
securitization markets froze in September 2007 in light of the
failure of the housing market and the general economic downturn.  
The cash flow that the Debtor received on securitization of
student loans stopped at that time, and the FMER costs then
exceeded revenues, and payment of those costs contributed to the
erosion of the Debtor's capital that ultimately led to the filing
of the Chapter 11 case, she relates.

In light of the filing of the Chapter 11 case, the Debtor cannot
timely honor its obligations under the Guaranty Agreement nor
would it be prudent to seek to do so, as FMC cannot currently
securitize the underlying loans, Ms. Martin contends.  The Debtor
is diligently working with its advisors to formulate a new
business plan and business model in light of the challenging
economic environment.

The TSA will have an initial term of 60 days from June 1, 2008,
through July 31, 2008.  The Debtor will have the right to further
extend the TSA for an additional 30-day period and a second 30-
day period subject to the consent of FMC.  The Debtor also has
the right to cancel and terminate any specific service or all
services under the TSA.  FMC may also terminate the TSA in the
event of breach of payment obligations by the Debtor if the
breach is not cured immediately.

The TSA provides, among other things, that FMC and FMER will
provide these services to the Debtor:

   (a) Loan Origination Services: FMER will continue to collect,
       evaluate, administer, approve, or deny and fund any
       approved loan applications until the earlier of (i) the
       termination of the TSA; and (ii) 60 days from the date all
       lenders suspend or terminate loan programs with TERI.
       FMER will charge TERI a fee equal to the amount of the
       origination fee that TERI is entitled to receive under the
       pertinent loan program for providing these services.

   (b) Multiple Loan Disbursements: A portion of certain student
       loans is disbursed in multiple segments, for example, at
       the start of each semester or at the start of each school
       year.  Tracking and ensuring that multiple disbursements
       are made is critical to the student borrowers of those
       loans.  The Debtor does not currently have the capability
       to track the multiple disbursements and make the
       disbursements from its own accounts.  FMER has agreed to
       provide this service with respect to (i) any loan, which
       had its first disbursement prior to May 31, 2008; and (ii)
       any loan with an application received after May 31, 2008,
       for which FMER receives the fee.  FMER will provide the
       services to the Debtor at no cost.

   (c) Collection Efforts: FMER has served as the Debtor's
       primary contact with all collection agencies engaged by
       the Debtor to pursue collections of student loans that
       have either missed a payment or for which the Debtor has
       purchased the loan pursuant to the applicable Guaranty
       Agreement.

   (d) Infrastructure: FMC will provide certain services that
       will enable the Debtor to improve its infrastructure.  The
       services are:

          -- continued availability of current internal and
             external network connectivity;

          -- continued availability of current Window's domain,
             services and server applications supporting user
             authentication, printing, file storage, intranet,
             e-mail, backups and electronic fax;

          -- continued availability of existing user workstations
             and laptops;

          -- continued availability, including maintenance of
             existing interfaces for, finance and accounting
             software for transactions, reporting and budgeting;
      
          -- continued availability and maintenance of existing
             interfaces for Human Resources and payroll
             transactions;

          -- agreements for Human Resources and payroll services,
             finance and accounting software, sales contract
             management software; and

          -- delivery in machine readable format of all the
             Debtor's end-user electronic files.

            About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems        
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


ENCYSIVE PHARMA: March 31 Balance Sheet Upside-Down by $160.6MM
---------------------------------------------------------------
Encysive Pharmaceuticals Inc.'s consolidated balance sheet at
March 31, 2008, showed $40,173,000 in total assets and
$200,755,000 in total liabilities, resulting in a $160,582,000
total stockholders' deficit.

The company reported a net loss of $11,433,000 on total revenues
of $14,711,000 in the first quarter ended March 31, 2008, compared
with a net loss of $29,908,000 on total revenues of $5,408,000 in
the same period last year.

The increase in revenues was primarily due to increased sales of
Thelin(TM) in Europe, Canada and Australia.

The decrease in net loss in the three months ended March 31, 2008,
compared with the three months ended March 31, 2007, was due to
higher revenues and reduced expenses in the 2008 period.

On Feb. 20, 2008, the company entered into a merger agreement with
Pfizer Inc.  As the company is now a majority-owned subsidiary of
Pfizer, it expects that its future activities to be financed by
Pfizer.

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?2dac  

                       Going Concern Doubt

KPMG LLP, in Houston, expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements fpr
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficiency.

                  About Encysive Pharmaceuticals

Based in Houston, Encysive Pharmaceuticals Inc. (NasdaqGM: ENCY)
-- http://www.encysive.com/-- is now a majority-owned subsidiary  
of Pfizer Inc.  The company is a biopharmaceutical company whose
product for the treatment of pulmonary arterial hypertension (PAH)
is commercially available in much of the European Union and is
approved in other markets.


ENLIVEN MARKETING: Posts Net Loss in 2008 First Quarter
-------------------------------------------------------
Enliven Marketing Technologies Corp. reported a net loss of $7,000
on total revenues of $4,404,000 in the first quarter ended
March 31, 2008, compared with a net loss of $1,990,000 on total
revenues of $3,320,000 in the same period last year.

The growth in revenues was attributable to increased revenues in
the Services segment of $1,350,000 driven primarily by the
Springbox acquisition, and increased revenues in the Ad Systems
segment of $267,000, driven by an increase in ad delivery volume.
This growth was partially offset by a decline in Search revenues
of $527,000, driven by a decline in bidded clicks.

At March 31, 2008, the company's consolidated balance sheet showed
$36,178,000 in total assets, $16,174,000 in total liabilities, and
$20,004,000 in total stockholders' equity.

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

                       Going Concern Doubt

Enliven Marketing Technologies Corp. has incurred since its
inception net losses and negative cash flows from operations, and
expects such conditions to continue for the foreseeable future.  
As of March 31, 2008, the company had cash and cash equivalents
and marketable securities of $2,247,000 and accumulated deficit of
$299,117,000.  These conditions combined with potential delisting
of the company's common stock raise substantial doubt about the
company's ability to continue as a going concern.

                     About Enliven Marketing

Based in New York, Enliven Marketing Technologies (Nasdaq: ENLV)
-- http://www.enliven.com/-- is an internet marketing technology  
company, offering internet marketing and online advertising
solutions through a combination of proprietary visualization
technology, and a Premium Rich Media advertising platform for the
creation, delivery and reporting of PRM.  

Enliven's family of brands include Unicast, the Internet Marketing
and Advertising Technology Group, and Springbox, the Creative
Digital Marketing Solutions Group.  The company's technology and
online advertising solutions are leveraged by some of the world's
most esteemed brands, including AOL, GE, Sony, and Toyota.  The
company has approximately 140 employees with offices in New York,
Los Angeles, Austin, and London.


ENRON CORP: Appeals Court Affirms Fleming & Associates Sanction
---------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the U.S.
District Court for the Southern District of Texas' sanctions
order with respect to Fleming & Associates, LLC.  The Circuit
Court, however, vacated the District Court's order requiring
Fleming to pay $15,000 in compensatory attorney's fees to Gibbs &
Bruns LLP.

Fleming represented more than 1,500,000 Enron investors who
bought shares of the company between September 1997 and December
2001, in a lawsuit against former outside directors of Enron, who
were represented by Gibbs & Bruns.

In September 2006, the Texas District Court sanctioned Fleming
for the delayed filing of its expert report and for revising that
report without notifying Enron's lawyers.  According to Erin Coe
at Portfolio Media, the late disclosure forced the Enron directors
to expend additional avoidable costs.  Accordingly, the District
Court directed Fleming to pay the Gibbs' attorney's fees and
referred the mater a magistrate judge.  Gibbs, however, said it
will not collect the sanctions since the parties have settled
their dispute and have agreed to dismiss all claims and bear their
own costs and attorneys' fees.  The magistrate judge still
directed Fleming to pay $15,214.  Fleming took an appeal from the
magistrate judge's order to the Court of Appeals.

The Appellate Court, in an opinion, stated that it retains the
right to sanction Fleming for misconduct.  The sanctions issue
could not have become moot before the settlement between Gibbs
and Fleming thus the District Court had the jurisdiction to enter
the Sanctions Order, the Appellate Court ruled.

The Appellate Court added that "[s]uch admonitions play an
important role in discouraging bad behavior by litigators, and
where a district court has reviewed a case of misconduct and
issued a well-reasoned sanctions order, we should not allow a
subsequent settlement to erase that language."

Kathy Patrick, Esq., a partner at Gibbs, told Portfolio Media,
"We thought it was very important to vindicate the district court
judge's authority to issue the sanctions order even though we
decided not to collect the monetary sanctions.

A full-text copy of the Opinion is available for free at
http://researcharchives.com/t/s?2db8

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  

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

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

(Enron Bankruptcy News, Issue No. 208; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EOS AIRLINES: Court Sets July 28 as Deadline for Filing Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established July 28, 2008 as the deadline for creditors of EOS
Airlines Inc. to file proofs of claim against the Debtor.

The Court also gave government entities that have claims against
EOS Airlines until Oct. 23, 2008 to file their proofs of claim.

Completed proofs of claim must be delivered to:

      EOS Airlines Claims Processing Center
      c/o Kurtzman Carson Consultants LLC
      2335 Alaska Avenue
      El Segundo, CA 90245

           -- or --

      United States Bankruptcy Court, SDNY
      300 Quarropas Street, Room 248
      White Plains, NY 10601

                        About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline. The     
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its restructuring
efforts.  The Debtor selected Kurztman Carson Consultants LLC as
claims agent.  The Debtor's schedules showed total assets of
$57,707,999 and total liabilities of $16,409,993.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  The creditors' committee is
represented by Cohen Tauber Spievack & Wagner P.C.


EVANDER HOLYFIELD: Hit by Financial Blows; Misses Payments
----------------------------------------------------------
Former boxing champion, Evander Holyfield, denied that his 54,000
sq. ft. house in Atlanta will be foreclosed on July 1, 2008,
various reports say.  Mr. Holyfield said that his Atlanta house is
safe and that he is not broke, just illiquid, according to various
reports.

Washington Mutual Bank allegedly commenced a foreclosure action
against Mr. Holyfield's house after he defaulted on a
$10.0 million debt, Ben Nelms of The Citizen Newspaper in Georgia
reports.

WaMu counsel, Philip Hasty, Esq., told The Citizen that his client
halted the foreclosure action effective June 5, 2008, The Citizen
relates.

                  Default in BB&T Promissory Note

Mr. Holyfield's Atlanta house may be "safe" for now, but the boxer
continues to face more blows of financial woes, The Citizen
comments.  He is currently in default of a $1.1 million promissory
note dated Feb. 23, 2007, in favor of Branch Banking & Trust, The
Citizen quotes Fayette County, Georgia State Court filing as
stating.

Court filings show that Mr. Holyfield was served a letter dated
Jan. 14, 2008, giving the ex-boxing champ 10 days to pay the BB&T
note, The Citizen reveals.  Mr. Holyfield missed the 10-day
deadline, the report says.

The Fayette County Court is set to convene an evidentiary hearing
regarding BB&T's motion on June 30, 2008, The Citizen reports.

                       Other Financial Woes

A. Missed Child Support Payments

The Citizen also said that the ex-boxing champ missed child
support payments for May and June at $3,000 each month.  Hence, on
June 3, 2008, Toi Jenese Irvin went to a federal court demanding
payment, The Citizen adds.

B. Unpaid Loan for Landscaping

Mr. Holyfield also faces a suit filed recently in Utah seeking
$550,000 loan repayment, ABI World says.  That loan, extended from
2006 to 2007, reportedly funded the landscaping job at Mr.
Holyfield's real estate, ABI World adds.

                      About Evander Holyfield

Evander Holyfield (born Oct. 19, 1962 in Atmore, Alabama) --
http://realdealevents.com/-- is a professional boxer from the  
United States and a multiple world champion in both the
cruiserweight and heavyweight divisions, earning him the nickname
"The Real Deal".  Mr. Holyfield won the bronze medal in the Light
Heavyweight division at the 1984 Summer Olympics after a
controversial disqualification in the semifinal. Evander is also
the younger brother of actor and dancer Bernard Holyfield.  Mr.
Holyfield currently lives and trains in Fayette County, Georgia
with his wife and their two children.


EVERGREEN TANK: Moody's Junks Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Evergreen Tank Solutions, Inc.
to Caa1 from B2. The outlook has been changed to stable from
negative.

Underscoring the ratings downgrade has been a lower number of
units on rent than was originally expected when the company was
purchased from NES Rentals Holdings, Inc. in April 2007. The lower
number of units on rent has caused revenues to be below
expectation, decreasing utilization rates and gross margins.
Furthermore, the company has incurred greater than expected
administrative costs to establish a stand-alone branch management
and financial systems infrastructure. Adding support to the Caa1
rating is the company's established position within the
containment tank rental niche and an adequate liquidity profile.

Following its weaker than expected initial performance, Evergreen
Tank appointed a new CEO and a new CFO in 2008. The company has
somewhat slowed its capital spending in 2008 to improve
utilization rates and to ensure that 2008 capital spending best
aligns with the updated strategy of the new leadership team. In
Moody's view the turnaround in operating performance will require
time to take hold and execution risk will remain high during the
transition period. With first quarter 2008 EBIT to interest of
less than 0.6 times, credit metrics will remain vulnerable to
minor shortfalls in operating performance.

The rating outlook is stable due to Moody's expectation that
Evergreen's adequate liquidity profile will enable the company to
withstand a period of time that should be sufficient for its
revised marketing plan to begin generating profits. Evergreen
possesses an asset-based $65 million revolving credit facility
that matures in 2012. The facility has no financial covenant
compliance test ratios, and approximately $35 million of unused
borrowing availability. There are no scheduled near term debt
maturities.

In addition to the corporate family and probability of default
ratings, these ratings changes have occurred:

  * $100 million second lien term loan . . . to Caa2 LGD 4, 61%
    from B3 LGD 4, 58%.

Evergreen Tank Solutions, Inc., headquartered outside Houston,
Texas, is the third largest provider of temporary liquid and solid
storage containers in the U.S. Gulf, with 17 locations and a fleet
of approximately 7,300 units. For the last twelve month period
ended March 31, 2008 the company had revenues of approximately $53
million.


FEDDERS CORP: Files Disclosure Statement and Chapter 11 Plan
------------------------------------------------------------
Fedders Corp. and its debtor-affiliates delivered to the United
States Bankruptcy Court for the District of Delaware a Joint
Chapter 11 Plan of Liquidation and Disclosure Statement explaining
that Plan.

The Court will convene a hearing on July 8, 2008, at 11:00 a.m.,
to consider the adequacy of the Debtors' disclosure statement.  
The hearing will take place in Courtroom #1 at 824 Market Street,  
6th floor in Wilmington, Delaware.  Objections, if any are due
July 1, 2008.

The Debtors tell the Court that they have received approximately
1121 proofs of claim, totaling $3,474,296,225, from their
creditors before March 4, 2008.  The Debtors are evaluating the
validity of the claims at present.

The Debtors is presently asking the Court to extend the exclusive
periods to file a Chapter 11 plan until June 14, 2008.

                      Overview of the Plan

The Plan contemplates for the liquidation of all of the
Debtors' asset -- including net of certain fees and expenses --
and distribution of the proceeds to holders of allowed claims.

The Debtors remind the Court that they have divested several
assets of their affiliates, including:

   a) Eubank Coil Company sold to National Oil Company, United
      Refrigeration Inc. and Tersco Property Management Limited
      for $2,340,000;

   b) Fedders Islandaire Inc. sold to Robert E. Hansen, Jr., for
      $7,900,000;

   c) Fedders Addison Company Inc. sold to RG Adding LLC for
      $14,400,000;

   d) Fedders North America Inc. and Emerson Quiet Kool
      Corporation sold to Elco Holdings Ltd. for $13,250,000; and

   e) Indoor Air Quality business and stock of Trion GmbH sold to
      Tomkins Industries Inc. for $25,000,000.

On Oct. 5, 2007, the Debtors obtained up to $33 million in debtor-
possession financing from Goldman Sachs Credit Partners under a
revolving credit facility.  The facility will mature on July 31,
2008.  The proceeds of the loan will be used to (i) refinance in
full all indebtedness under the revolving facility; (ii) fund
postpetition operating expenses incurred in the ordinary course of
business; (iii) pay fees and expenses associated with the
facility; and (iv) provide working capital.

The Joint Plan classified claims against and interests in the
Debtors in five classes.  The classification of treatment of
claims and interests are:

                Treatment of Claims and Interests

                  Type of                           Estimated
   Class          Claim               Treatment     Recovery
   -----          -------             ---------     ---------
   unclassified   administrative      unimpaired    100%
                   expense claims

   unclassified   priority tax        unimpaired    100%
                   claims

   1A-Q           priority non-       unimpaired    100%
                   tax claims

   2A-Q           term lenders        impaired      55.9%
                   claims

   3A-Q           other secured       impaired      100%
                   claims

   4A-Q           general unsecured   impaired      TBD
                   claims

   5A-Q           equity securities   impaired      cancelled

Each of recovery amounts for classes 2A-Q, 3A-Q and 4A-Q are
estimates.  The actual recovery amounts will be used on a number
of consideration stated in the Plan, which cannot be determined at
present.  Recovery depends primarily on recoveries under a lawsuit
and avoidance actions.  These classes are entitled to vote to
accept or reject the Plan.

Holders of Class 2A-Q Term Lender Claims will be secured by a duly
perfected first priority lien on all of the property and assets of
the Debtors' estate, other than the unencumbered assets allocation
amount and the general unsecured claim liquidating trust assets.  
On the Plan's effective date:

   -- all of the Term Lenders liquidating trust asset will be
      transfered to the Term Lenders liquidating trust;

   -- beneficial interest in the Term Lenders liquidating trust
      will be distributed to the Term Lenders; and

   -- Term Lenders will be released from any and all claims,
      liabilities and causes of actions of the Debtors.

Holders of Class 3A-Q Other Secured Claims will receive, among
other things, the amount of the proceeds from the sale of any
collateral securing their claim.  A portion of the allowed secured
claim will treated as an unsecured deficiency claim in class 4 if
the amount of the claim exceeds the value of the collateral
securing the claim.

Holders of Class 4A-Q General Unsecured Claims are entitled to
receive their pro rata share of the beneficial interests in the
GUC liquidating trust.

Holders of Class 5A-Q Equity Securities will not receive or retain
any property from the Debtors.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2db2

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2db3

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  The
law firm of Cole, Schotz, Meisel, Forman & Leonard P.A.; and
Norman L. Pernick, Esq., Irving E. Walker, Esq., and Adam H.
Isenberg, Esq., at Saul Ewing LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FRONTLINE CAPITAL: Disclosure Statement Hearing Set for July 24
---------------------------------------------------------------
FrontLine Capital Group submitted to the U.S. Bankruptcy Court for
the Southern District of New York its liquidation plan and
accompanying disclosure statement, Bankruptcy Data reports.

The Court will conduct a hearing to approve the adequacy of the
Debtor's disclosure statement on July 24, 2008, Bankruptcy Data
says.

                      About Frontline Capital

Based in New York City, FrontLine Capital Group is a holding
company that develops and manages companies servicing small and
medium-size enterprises and mobile workforces of larger companies.
The company filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  John Edward Westerman, Esq.,
Thomas Alan Draghi, Esq., and Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP, and Sanjay Thapar, Esq., at
Proskauer Rose LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $264,374,000 in assets and $781,374,000 in debts.


FELLOWS ENERGY: March 31 Balance Sheet Upside-Down by $5,375,609
----------------------------------------------------------------
Fellows Energy Ltd.'s consolidated balance sheet at March 31,
2008, showed $1,501,930 in total assets and $6,877,539 in total
liabilities, resulting in a $5,375,609 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $352,643 in total current assets
available to pay $3,337,302 in total current liabilities.

The company reported a net loss of $299,622 for the first quarter
ended March 31, 2008, compared with a net loss of $2,191,014 in
the same period last year.

For the three months ended March 31, 2008 and 2007, the company  
earned no revenue, except for revenue from discontinued operations
related to its Carbon County project, which was sold effective
June 2007.

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

               http://researcharchives.com/t/s?2db9

                       Going Concern Doubt

Kelly Allen & Associates, in Riverside, Calif., expressed
substantial doubt about Fellows Energy Ltd.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  the auditing firm
pointed to the company's recurring operating losses and
accumulated deficit at Dec. 31, 2007, of $25,451,896.  

                       About Fellows Energy

Based in Lafayette, Colo., Fellows Energy Ltd. (OTC BB: FLWE) --
http://www.fellowsenergy.com/-- is an early stage oil and gas  
company focused on exploration and production of natural gas and
oil in the Rocky Mountain Region.


FIRST MARBLEHEAD: Education Resources Wants Contracts Rejected
--------------------------------------------------------------
The First Marblehead Corporation disclosed that The Education
Resources Institute Inc. is seeking authority from the U.S.
Bankruptcy Court for the District of Massachusetts to reject
several contracts it entered with the company, First Marblehead
Education Resources Inc., and TERI Marketing Services Inc.,
effective as of May 31, 2008.

TERI also seeks the Court's authority to enter into a Transition
Services Agreement, which will govern the terms and conditions
pursuant to which one or more of the FMC Entities will provide
certain services to TERI for a brief period of time.  A full-text
copy of the TSA is available for free at:

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

Gina Lynn Martin, Esq., at Goodwin Procter LLP, in Boston,
Massachusetts, relates that TERI is party to several contracts
with one or more of the FMC Entities including:

   * a Master Servicing Agreement, dated as of July 1, 2001,
   * a Master Loan Guaranty Agreement, dated February 2, 2001,
   * a Database and Sale Agreement, dated June 20, 2001, and
   * a Marketing Services Agreement, dated July 1, 2001.

TERI has determined that it is not in its best interests to
continue to operate under the terms of the FMC Contracts.  TERI
has reviewed the terms of each of the FMC Contracts and has
determined that the burdens of the contracts, including the
significant costs to which TERI is subjected, greatly outweigh the
benefits to TERI under the Contracts.  

Ms. Martin says the "burn rate" of the FMC Contracts is about
$8,000,000 to $16,000,000 per month.  Given the substantially
reduced loan volume that currently exists, with little
proportional reduction in monthly costs, it has quickly become
apparent that TERI cannot continue to operate under the FMC
Contracts, she tells the Court.

TERI had $16,200,000,000 in guarantees outstanding at the
end of 2007, Bloomberg News said, citing Moody's Investors
Service.  For the quarter ended March 31, 2008, FMC reported
$330,803,000 receivables from TERI for processing fees.

After intensive negotiations and meetings, FMC and TERI
have agreed on arrangements for one or more of the FMC Entities
to provide TERI with essential services, at reduced costs,
while TERI transitions its operations away from the FMC
Entities to provide those services in-house or through third
party service providers.  Starting May 31, 2008, TERI's and
the FMC Entities' relationship will be governed by the TSA.

Many of the "back office" operations of TERI are managed by
FMER under the MSA.  FMER's management services cost TERI
more than $10,000,000 per month before the Petition Date,
Ms. Martin says.  The FMER costs were manageable until the
securitization markets froze in September 2007 in light of the
failure of the housing market and the general economic downturn.  
The cash flow that TERI received on securitization of student
loans stopped at that time, and the FMER costs then exceeded
revenues, and payment of those costs contributed to the erosion of
TERI's capital that ultimately led to the filing of the Chapter 11
case, she relates.

In light of the filing of the Chapter 11 case, TERI cannot timely
honor its obligations under the Guaranty Agreement nor would it be
prudent to seek to do so, as FMC cannot securitize the underlying
loans, Ms. Martin contends.  TERI is diligently working with its
advisors to formulate a new business plan and business model in
light of the challenging economic environment.

The TSA will have an initial term of 60 days from June 1, 2008,
through July 31, 2008.  TERI will have the right to further
extend the TSA for an additional 30-day period and a second 30-
day period subject to the consent of FMC.  TERI also has
the right to cancel and terminate any specific service or all
services under the TSA.  FMC may also terminate the TSA in the
event of breach of payment obligations by TERI if the
breach is not cured immediately.

The TSA provides, among other things, that FMC and FMER will
provide these services to TERI:

   (a) Loan Origination Services: FMER will continue to collect,
       evaluate, administer, approve, or deny and fund any
       approved loan applications until the earlier of (i) the
       termination of the TSA; and (ii) 60 days from the date all
       lenders suspend or terminate loan programs with TERI.
       FMER will charge TERI a fee equal to the amount of the
       origination fee that TERI is entitled to receive under the
       pertinent loan program for providing these services.

   (b) Multiple Loan Disbursements: A portion of certain student
       loans is disbursed in multiple segments, for example, at
       the start of each semester or at the start of each school
       year.  Tracking and ensuring that multiple disbursements
       are made is critical to the student borrowers of those
       loans.  TERI does not currently have the capability
       to track the multiple disbursements and make the
       disbursements from its own accounts.  FMER has agreed to
       provide this service with respect to (i) any loan, which
       had its first disbursement prior to May 31, 2008; and (ii)
       any loan with an application received after May 31, 2008,
       for which FMER receives the fee.  FMER will provide the
       services to TERI at no cost.

   (c) Collection Efforts: FMER has served as TERI's
       primary contact with all collection agencies engaged by
       TERI to pursue collections of student loans that
       have either missed a payment or for which TERI has
       purchased the loan pursuant to the applicable Guaranty
       Agreement.

   (d) Infrastructure: FMC will provide certain services that
       will enable TERI to improve its infrastructure.  The
       services are:

          -- continued availability of current internal and
             external network connectivity;

          -- continued availability of current Window's domain,
             services and server applications supporting user
             authentication, printing, file storage, intranet,
             e-mail, backups and electronic fax;

          -- continued availability of existing user workstations
             and laptops;

          -- continued availability, including maintenance of
             existing interfaces for, finance and accounting
             software for transactions, reporting and budgeting;
      
          -- continued availability and maintenance of existing
             interfaces for Human Resources and payroll
             transactions;

          -- agreements for Human Resources and payroll services,
             finance and accounting software, sales contract
             management software; and

          -- delivery in machine readable format of all the
             Debtor's end-user electronic files.

                   About The First Marblehead

First Marblehead Corporation -- http://www.firstmarblehead.com/--     
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000

                           *     *     *

As reported by the Troubled Company Reporter on April 9, 2008,
First Marblehead's stocks dropped 37% after The Education
Resources Institute, guarantor of its loans, filed for Chapter 11
protection.  According to Bloomberg News, First Marblehead
declined $2.84 to $4.86 in New York Stock Exchange trading after
TERI's bankruptcy filing.  The descent is the biggest one-day drop
in the securities' record and reduces First Marblehead below 89%
for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.


FORD MOTOR: Trancinda Raising Interest to 5.5%
----------------------------------------------
Tracinda Corporation disclosed the preliminary results of its cash
tender offer for up to 20,000,000 shares of Ford Motor Company
common stock, which expired at 5:00 p.m., New York City time, on
Monday, June 9, 2008.  Based on the preliminary count, subject to
final verification, approximately 1,016,959,620 of 2,240,000,000
shares of Ford's common stock were tendered, including
approximately 240,549,802 shares tendered by notices of guaranteed
delivery.

Tracinda will purchase 20,000,000 shares of Ford's common stock in
the tender offer at a purchase price of $8.50 per share, for a
total purchase price of $170,000,000, raising Tracinda's interest
in Ford to 5.5% from 4.7%.  Because the number of shares tendered
exceeded the number of shares that Tracinda offered to purchase,
the resulting estimated proration factor is approximately 1.97% of
the shares tendered.

According to Matthew Dolan of The Wall Street Journal, holders
were expected to dump their shares since Trancinda's offer was a
34% premium to Ford's June 9 trading price on the New York Stock
Exchange of $6.36.

The number of shares tendered and not withdrawn and the proration
factor are preliminary and are subject to verification.  The
actual number of shares validly tendered and not withdrawn and the
final proration factor will be announced promptly following
completion of the verification process.  Promptly after such
announcement, the depositary will issue payment for the shares
validly tendered and accepted under the tender offer and will
return all other shares tendered.

Questions regarding the offer should be directed to the
information agent, D. F. King & Co., Inc., at (212) 269-5550 for
banks and brokerage firms or (800) 859-8511 for all others.

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

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

                          *     *     *

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

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

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.


FREE DREAM: Voluntary Chapter 11 Petition
-----------------------------------------
Debtor: Free Dream Hospitality Corporation
        1208 Nashville HY
        Columbia, TN 38401

Bankruptcy Case No.: 08-04842

Chapter 11 Petition Date: June 10, 2008

Court: Middle District of Tennessee (Columbia)

Debtor's Counsel: Kevin Steele Key
                  Kevin S. Key
                  222 2nd Ave. N, Suite 360-M
                  Nashville, TN 37201
                  Phone: 615 256-4080
                  Fax: 615 244-6846
                  E-mail: keykevin@bellsouth.net

Total Assets: $3,902,700

Total Debts: $1,870,000

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


GARY SMITH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Gary G. Smith
        June Ann Smith
        P.O. Box 82
        Moorefield, WV 26836

Bankruptcy Case No.: 08-00890

Chapter 11 Petition Date: June 6, 2008

Court: Northern District of West Virginia (Elkins)

Judge: Patrick M. Flatley

Debtor's Counsel: Lawrence E. Sherman, Jr., Esq.
                  (lesherman@leshermanlaw.com)
                  Sherman Law Firm
                  255 West Main Street
                  P.O. Box 1810
                  Romney, WV 26757
                  Tel: (304) 822-4740
                  Fax: (304) 822-7922

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtors did not file a list of their unsecured creditors.


GEORGIA GULF: Weak Product Demands Cue Fitch to Downgrade Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Georgia Gulf Corp. as:

  -- Issuer default rating to 'B-'from 'B';
  -- Senior secured credit facility to 'BB-/RR1' from 'BB/RR1';
  -- Senior secured term loan B to 'BB-/RR1' from 'BB/RR1';
  -- Senior unsecured notes to 'CCC+/RR5'from 'B-/RR5';
  -- Senior subordinated notes to 'CCC/RR6' from 'CCC+/RR6'.

These ratings affect approximately $1.5 billion of debt.  The
Ratings Outlook remains negative.

The ratings reflect continued weak demand for the company's
products and compressed margins, a high risk of non-compliance
with the interest coverage covenant in the bank credit agreement
at June 30, and tight liquidity.  The May 10, 2007 amendment has
the minimum Consolidated Interest Coverage Ratio stepping up to
2.00:1.0 at June 30, 2008 from 1.75:1.0 at March 31, 2008.  The
company expects to be in compliance with its covenants if a key
asset is disposed of by quarter end.

In addition, Georgia Gulf has received a notice of default from a
holder of at least 25% of its $100 million 7.125% notes due 2013.  
Georgia Gulf states that no default exists under the Indenture and
that it has filed a lawsuit against the holder in a Delaware court
seeking an injunction and withdrawal of the notice and otherwise
defending its interests under the indenture.  Georgia Gulf states
that should an Event of Default occur and be continuing under this
indenture, majority lenders under the credit facility could
declare an Event of Default of the credit facility.  Acceleration
of the $100 million 7.125% notes due 2013 could cause an Event of
Default under the indentures for each of the $500 million senior
notes due 2014 and the $200 million senior subordinated notes due
2016.

Failure to prevail in this action or further constraints to
liquidity could result in further downgrades.

The company's end markets are primarily housing related, and until
these improve, Fitch believes it will be very difficult for
Georgia Gulf to achieve profitability growth and debt reduction.  
The company has modest capital requirements and debt maturities
over the medium term.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.  
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  Georgia Gulf earned
approximately $222 million of EBITDA from continuing operations on
sales of $3.2 billion in 2007.


GLOWPOINT INC: March 31 Balance Sheet Upside-Down by $19,773,000
----------------------------------------------------------------
Glowpoint Inc.'s consolidated balance sheet at March 31, 2008,
showed $8,822,000 in total assets, $24,265,000 in total
liabilities, and $4,330,000 in redeemable preferred stock,
resulting in a $19,773,000 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,359,000 in total current assets
available to pay $24,070,000 in total current liabilities.

The company reported a net loss of $2,938,000 on revenue of
$5,999,000 for the first quarter ended March 31, 2008, compared
with a net loss of $2,650,000 on revenue of $5,661,000 in the same
period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2dc3

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Amper, Politziner & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about Glowpoint Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

The auditing firm reported that the company has a working capital
deficit and recurring net losses, and is in the process of seeking
additional capital.  The company has not yet secured sufficient
capital to fund its operations.

                       About Glowpoint

Based in Hillside, N.J., Glowpoint Inc. (OTC: GLOW.OB) --
http://www.glowpoint.com/-- is an IP-based managed video  
communications services provider.  Glowpoint is innovating video
communications with services supporting traditional video
conferencing, Telepresence VNOC, Broadcast Content Acquisition &
Delivery, and Call Center Applications.  


GOLDMAN SACHS: Fitch Slashes A Rating to BB on Class M-2 Certs.
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Goldman Sachs mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are now
removed.

GSAMP Trust 2002-WF Total
  -- A-1 affirmed at 'AAA';
  -- A-2B affirmed at 'AAA';
  -- M-1 affirmed at 'AA+';
  -- M-2 affirmed at 'A+';
  -- B-1 affirmed at 'BBB';

Deal Summary
  -- Originators: Wells Fargo
  -- 60+ day Delinquency: 23.63%
  -- Realized Losses to date (% of Original Balance): 1.56%

GSAMP Trust 2002-HE2 Total
  -- A-1 downgraded to 'AA' from 'AAA';
  -- A-2 downgraded to 'AA' from 'AAA';
  -- B-1 affirmed at 'A-';
  -- B-2 affirmed at 'BBB+';

Deal Summary
  -- Originators:
  -- 60+ day Delinquency: 15.23%
  -- Realized Losses to date (% of Original Balance): 2.48%

GSAMP Trust 2002-NC1
  -- M-1 downgraded to 'A' from 'AA';
  -- M-2 downgraded to 'BB' from 'A';
  -- B-1 downgraded to 'C/DR6' from 'BBB';

Deal Summary
  -- Originators: New Century
  -- 60+ day Delinquency: 38.13%
  -- Realized Losses to date (% of Original Balance): 1.88%


GOODY'S FAMILY: Taps Logan & Company as Claims Agent
----------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Goody's Family Clothing Inc. and its debtor-affiliates
permission to employ Logan & Company Inc. as its claims, noticing
and balloting agent.

Logan & Company will:

   a) establish and maintain the creditor matrix;

   b) serve required notices, including without limitation (i)
      notice of the filing of the bankruptcy petitions and the
      Section 341(a) meeting, (ii) notice of the bar date, (iii)
      notice of claims objections, (iv) notice of hearing of the
      disclosure statement and confirmation of a plan of
      reorganization, and (v) any other notices required by the
      Debtors or the clerk;

   c) file with the clerk an affidavit of service which includes a
      copy of the applicable notice, an alphabetical list of
      persons to whom it was mailed, and the date and manner of
      service within five business days of the service;

   d) maintain a copy of the schedules of assets and liabilities
      and statement of financial affairs that the Debtors filed
      with the Court, listing the Debtors' known creditors and the
      amounts owed thereto and providing assistance in preparing
      same if requested by the Debtors;

   e) notify all potential creditors of the existence and amount
      of their respective claims as evidenced by the schedules;

   f) docket all claims received, maintain the official claims
      registers for each Debtor on behalf of the clerk, and
      providing the clerk with certified duplicate, unofficial
      claims registers on monthly basis, unless otherwise
      directed;

   g) specify information for each claims docketed: (i) the claim
      number assigned, (ii) the date received, (iii) the name and
      address of the claimant and, if applicable, the agent who
      filed the claim, (iv) the classification of the claim, (v)
      the asserted amount of the claim, and (vi) the Debtor
      against which the claims is asserted;

   h) relocate all actual proofs of claim filed from the Court to
      the firm not less than weekly;

   i) record all transfers of claims and provide any notices of
      the transfers require by the Bankruptcy Rule 3001(e);

   j) makes changes in the claims registers pursuant to orders of
      the Court;

   k) provide access to public for examination of copies of the
      proofs of claim or proofs of interest filed in these cases
      without charge during regular business hours;

   l) maintain official mailing list for each Debtor of all         
      entities that have filed a proof of claim, which list will
      be available upon reasonable request by a party in interest
      or the clerk;

   m) provide other claims processing, noticing, and related
      administrative services as the Debtors may require;

   o) assist the Debtors in submitting a proposed order
      terminating the services of the firm upon completion of its
      duties and responsibilities and upon the closing of these
      cases; and

   p) transport all original documents, in proper format, as
      requested by the clerk's office.

Kathleen M. Logan, Esq., the president of the firm, charges
$243 per hour for this engagement.

Ms. Logan assures the Court that the firm does not hold any
interests adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing,
Inc. -- http://www.shopgoodys.com/-- operates a chain of clothing
stores.  The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-11133).  
Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
against their creditors, they listed assets and debts between
$100 million to $500 million.


GREEKTOWN CASINO: Wants to Employ Kurtzman Carson as Claims Agent
-----------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Kurtzman Carson Consultants LLC as their claims, noticing,
and balloting agent, nunc pro tunc to May 29, 2008.

The Debtors have identified hundreds of entities or persons to
which notices must be given for various purposes, making the
utilization of an outside claims and noticing agent appropriate in
their Chapter 11 cases, according to the Debtors' proposed
counsel, Ryan Heilman, Esq., at Schafer and Weiner, PLLC, in
Bloomfield Hills, Michigan.

Mr. Heilman relates that the noticing, receiving, docketing and
maintaining of proofs of claim in the Debtors' bankruptcy cases
(i) would impose a heavy administrative burden on the Clerk of
the Bankruptcy Court and the Court itself; and (ii) would strain
the resources of the Clerk's Office.

Mr. Heilman assures the Court that the Debtors' engagement of
Kurtzman is the most effective and efficient manner by which to:

   * transmit certain notices to creditors and parties-in-
     interest in the Debtors' Chapter 11 cases;

   * receive, docket, maintain, photocopy and transmit proofs
     of claim in the Debtors' Chapter 11 cases;

   * oversee the distribution of any solicitation material;

   * receive, review and tabulate ballots;

   * assist the preparation of the Debtors' schedules and
     statements of financial affairs; and

   * perform other administrative tasks, including maintaining
     creditor lists and mailing addresses.

In addition, Mr. Heilman point outs, the Debtors' employment of
Kurtzman will relieve the Clerk of the Court a significant
administrative burden; and avoid delay in the processing proofs
of claim and interests.  It would also reduce, he says, (i) legal
fees that would be incurred in connection with the retrieval of
proof of claim copies from the Clerk's Office and responding to
numerous claim-related inquiries; and (ii) costs of notice to
parties and provide an efficient medium to communicate case
information.  

As the Debtors' claims, noticing and balloting agent, Kurtzman
will:

  (a) prepare and serve these notices as required in the Debtors'
      Chapter 11 cases:
  
         * Notice of the commencement of the Debtors' and the
           initial meeting of creditors pursuant to Section
           341(a) of the Bankruptcy Code

         * Notice of the claims bar date, and notice of
           objection to claims

         * Notice of any hearings on a disclosure statement and
           confirmation of a plan of reorganization

         * Other miscellaneous notices to any entities as the
           Debtors may deem necessary or appropriate for an
           orderly administration of their Chapter 11 cases

  (b) prepare for filing with the Court a certificate or
      affidavit of service that includes a copy of the notice
      involved, an alphabetical list of persons to whom the
      notice was mailed, and the date and manner of mailing;

  (c) assist the Debtors in preparing their Schedules of Assets
      and Liabilities and Statements of Financial Affairs;

  (d) receive and record proofs of claim and proofs of interest
      filed;

  (e) create and maintain official claims registers, with each
      proof of claim or proof of interest containing:

         -- the name and address of the claimant and any agent,
            if the proof of claim or proof of interest was filed
            by an agent, and the entities against which the claim
            was filed;

         -- the date received and the claim number assigned; and

         -- the asserted amount and classification of the claim;

  (f) implement necessary security measures implemented to ensure
      the completeness and integrity of the claims registers, and
      transmit to the Clerk's Office a copy of the claims
      registers upon request and at agreed upon intervals;

  (g) provide balloting services, which include:

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

         -- preparing voting reports by plan class, creditor or
            shareholder and amount for review and approval by the
            Debtors;

         -- coordinating the mailing of ballots, disclosure
            statement and plan of reorganization or other
            appropriate materials to all voting and non-voting
            parties and provide affidavit of service;

         -- establishing a telephone contact number to receive
            questions regarding voting on the plan;

         -- receiving and tabulating ballots; inspecting ballots
            for conformity to voting procedures, date stamp and
            number ballots consecutively; providing computerized
            balloting database services; and certifying the
            tabulation results;

  (h) maintain an up-to-date mailing list for entities that have
      filed a proof of claim or proof of interest, which will be
      available upon request of a party-in-interest or the
      Clerk's Office;

  (i) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

  (j) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of those transfers as required by Bankruptcy Rule
      3001(e);

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

  (l) assist the Debtors and provide temporary employees to
      process, reconcile and resolve claims, as necessary;

  (n) comply with other conditions and requirements as the
      Clerk's Office or the Court may at any time prescribe; and

  (m) perform other administrative and support services related
      to noticing, claims, docketing, solicitation and
      distribution as the Debtors may request and for which
      Kurtzman may agree to perform, including providing
      administrative support services with respect to the
      Debtors' information assembly and dissemination and
      distribution function.

The Debtors also propose that the Kurtzman be permitted to act as
a noticing agent for any official committee to be formed in their
Chapter 11 cases for the reason that any noticing expense to be
incurred by an official committee will also become an obligation
of the Debtors' estates.

Mr. Heilman assures the Court that the Debtors' management and
professionals will coordinate responsibilities with Kurtzman to
ensure that that will be no unnecessary duplication of services.

Pursuant to an Engagement Agreement between the parties dated
May 28, 2008, the Debtors agree to pay Kurtzman a $50,000
evergreen retainer for services to be performed and expenses to
be incurred by the firm.  

The Debtors will compensate Kurtzman on a monthly basis for
services rendered and they will also reimburse the firm for any
incurred expenses and supplies.

James M. Lee, chief operating officer of Kurtzman, 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 maintains that Kurtzman is a "disinterested person"
within the meaning of Section 101(14) of the U.S. Bankruptcy Code,
as modified by Section 1107(b).

                     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. 4;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: U.S. Trustee Appoints Unsecured Creditors Panel
-----------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 9,
appointed seven members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Greektown Casino LLC,
and its seven debtor affiliates.

The Creditors Committee members are:

   (a) Lac Vieux Desert Band of Lake
       Superior Chippewa Indians         
       P.O. Box 249                      
       Watersmeet, MI 49969     
       Tel No.: (906) 358-4577               
       Fax No.: (906) 358-4785                 
       Attn: James Williams, Jr.  

   (b) International Game Technology
       9295 Prototype Drive
       Reno, NV 89521
       Tel No.: (775) 448-0130
       Fax No.: (775) 448-0401
       Attn:  Gent Culver, Interim Chairperson

   (c) Deutsch Bank Trust Company Americas
       60 Wall Street                      
       27th Floor                          
       New York, NY 10005                  
       Tel No.: (212) 250-5280
       Fax No.: (212) 797-0022
       Attn: Stanley Burg  

   (d) Arthur Blackwell
       1130 W. Boston Blvd.
       Detroit, MI 48202-1410
       Tel No.: (313) 244-4389
       Fax No.: (313) 883-1104

   (e) International Union, UAW   
       8000 East Jefferson Avenue
       Detroit, MI 48214  
       Tel No.: (313) 926-5216
       Fax No.: (313) 926-5240
       Attn: Niraj R. Ganatra

   (f) The Berline Group
       70 E. Long Lake Rd.
       Bloomfield Hills, MI 48304
       Tel No.: (248) 593-4744
       Fax No.: (248) 593-4740
       Attn: Jim Berline

   (g) NRT Technology Corporation
       10 Compass Court
       Toronto, ON M15 5R3
       Tel No.: (416) 646-5232 ext. 240
       Fax No.: (416) 646-5242
       Attn: James Grund

                     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. 4;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Wants Conway Employment Motion Supplement Okayed
------------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to approve a
supplement to the employment application of Conway Mackenzie &
Dunleavy.

The Debtors previously sought the Court's permission to employ
Conway Mackenzie, as their financial advisors, nunc pro tunc to
May 29, 2008, under the terms of an Engagement Letter with Conway
dated April 14, 2008.

The Debtors delivered to the Court a supplement to their pending
Conway employment application dated June 2, 2008, to reflect
these terms:

  (a) In addition to the disclosures of pre-existing
      relationships in the Engagement Letter, Conway has
      disclosed additional pre-existing relationships in its
      affidavit of disinterestedness filed in the Debtors'
      bankruptcy cases.

  (b) The engagement of Conway will apply to all the Debtors.

  (c) To comply with the terms of the Debtors' credit agreements
      and postpetition financing with their lenders, the Debtors
      agree that Conway and its professionals will be vested with
      authority over the Debtors' operations and Conway will be
      involved and consulted in all business decisions relating
      to the Debtors, including a review of all reporting to
      the lenders and the Court, and to the Debtors'
      restructuring efforts, including issues concerning
      financing, leases, employees and plan structure.

  (d) Conway will be authorized and directed to communicate
      directly with the Debtors' lenders and their professionals
      with respect to all aspects of the Debtors' businesses
      and affairs and the firm will promptly report to the
      lenders any breach of that by the Debtors.

                     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. 4;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREY WOLF: Gets $2BB Unsolicited Offer from Precision Drilling
--------------------------------------------------------------
Precision Drilling Trust, of Canada, made an unsolicited proposal
to acquire Grey Wolf Inc. for $1.97 billion, seeking to break up a
merger agreement that Grey Wolf Inc. already has with Basic Energy
Services Inc., The Wall Street Journal reports.

In a press statement, Grey wolf disclosed that on June 8, 2008, it
received a letter from the board of trustees of Precision Drilling
Trust, making an unsolicited proposal to acquire Grey Wolf.

In the Trust's letter, the Trust proposes to acquire all of the
common stock of Grey Wolf for total consideration of $9.00 per
share on a fully diluted basis, consisting of cash and Trust units
at the election of Grey Wolf stockholders, subject to proration so
that the cash portion does not exceed 33-1/3% of the equity
purchase pric

Other terms and conditions of the Trust's proposal letter include:

   (a) final agreement on a transaction would be conditioned on:

      -- negotiation of acceptable legal documentation;

      -- satisfactory completion of due diligence;

      -- final approval of the transaction by the Grey Wolf board
         of directors and the Precision board of directors;

      -- Grey Wolf stockholder approval, but would not be
         conditioned on Trust unitholder approval; and

      -- regulatory approval under the Hart-Scott-Rodino Act.

   (b) the Trust expects to maintain Grey Wolf's principal offices
       and facilities and to offer opportunities to Grey Wolf     
       employees to have continued roles in the combined company;

   (c) possible inclusion of Grey Wolf nominees on the board of
       directors of Precision Drilling Corporation, the
       administrator of the Trust;

   (d) possible completion of due diligence and signing of
       definitive documents within two weeks of the date of the
       letter; and

    (e) attached letters from two financial institutions
        indicating that they were confident that they could
        arrange for or provide financing to the Trust for the
        proposed acquisition, subject in each case to numerous
        conditions, some of which were unspecified or were to be
        met to the satisfaction of the lender; however, each
        institution indicated that their letter would not be
        considered a binding commitment to provide the financing.

Due to the recent receipt of the Trust's letter, Grey Wolf's board
of directors intends to evaluate the Trust's proposal consistent
with its fiduciary duties and Grey Wolf's obligations with respect
to unsolicited third party offers under the merger agreement with
Basic Energy Services Inc. and Horsepower Holdings Inc. which
remains in effect.

According to WSJ, the bid is an 8.7% premium to Monday's closing
price for Grey Wolf, whose shares on Tuesday rose 8.9% to $9.02,
up 74 cents, in 4 p.m. American Stock Exchange trading.

Precision Drilling shares fell $1.04, or 3.8%, to $26.46 in 4 p.m.
New York Stock Exchange composite trading, WSJ adds.

Copies of the registration statement and the proxy statement/
prospectus may be obtained for free by directing a request to
either Investor Relations, Basic Energy Services Inc. at (432)
620-5510 or to Investor Relations, Grey Wolf Inc. at (713) 435-
6100.

                   About Precision Drilling Trust

Precision Drilling Trust (NYSE:PDS and TSX:PD.UN) is an
unincorporated open-ended investment trust established under the
laws of the Province of Alberta, Canada.

                         About Grey Wolf

Headquartered in Houston, Texas, Grey Wolf Inc. (AMEX: GW) --
http://www.gwdrilling.com/-- provides turnkey and contract oil
and gas land drilling services in the best natural gas producing
regions in the United States with a current drilling rig fleet of
121, which will increase to 123 with the expected addition of two
new rigs in 2008.

                          *     *     *

Grey Wolf still carries Moody's Investors Service Ba3 corporate
family rating which was last placed on July 31, 2006.  Outlook is
Stable.


GILES GOLDFIELD: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Giles Goldfield, LLC
        10 Cottonwood Court
        Yerington, NV 89447

Bankruptcy Case No.: 08-50900

Type of Business: Giles Goldfield, LLC's affiliate, Bill Giles
                  Motor Co., Inc., filed for chapter 11
                  protection on May 12, 2007(Bankr. D. Nev.
                  Case No. 07-50574) (J. Zive).  William and Linda
                  Giles, Giles Goldfield's owners, filed for
                  chapter 11 protection on Jan. 9, 2008(Bankr.
                  D. Nev. Case No. 08-50021) (J. Zive).

Chapter 11 Petition Date: June 5, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  The Law Offices of Alan R. Smith
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

Total Assets: $5,002,000

Total Debts:  $2,925,000

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bill Giles Motor Co., Inc.       Proceeds from         $600,000
c/o Janet L. Chubb, Trustee      sale of
Jones Vargas                     property
P.O. Box 281
Reno, NV 89504


GLENN CARVER: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Glenn P. Carver and Patricia Carver
         4556 Cape Sable Court
         Jacksonville, FL 32277

Bankruptcy Case No.: 08-03213

Type of Business: Glenn Carver, doing business as Appraisal
                  Associates, is a property appraiser for
                  residential and commercial real estate while
                  Patricia Carver is an occupational therapist at
                  Home Care Advantage.

Chapter 11 Petition Date: June 5, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtors' Counsel: Brett A. Mearkle, Esq.
                  Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855

Total Assets: $1,984,343

Total Debts:  $2,749,869

A copy of the Debtor's list of 13 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb08-03213.pdf


HANCOCK FABRICS: Files Consolidated Chapter 11 Plan
---------------------------------------------------
Hancock Fabrics, Inc., and its affiliated debtors and debtors-in-
possession delivered to the U.S. Bankruptcy Court for the District
of Delaware their Joint Consolidated Plan of Reorganization to the
Court on June 10, 2008.

The Plan, which is the result of extensive negotiations by and
between the Debtors, the Official Committee of Unsecured
Creditors, and the Official Committee of Equity Security Holders,  
represents a fully-consensual plan that allows the Debtors to
meet their objective of maximizing the value of their estates for
the benefit of creditors and other stakeholders, according to
Robert W. Driskell, senior vice president and chief financial
officer of Hancock Fabrics.

The Plan provides for the payment in full of all allowed claims
against the Debtors, regardless of category.  "Payment in full"
includes the payment of postpetition interest from the Petition
Date for holders of secured claims, priority claims, general
unsecured claims and certain, but not all, administrative claims
until the effective date of the Plan or another time as specified
by the Plan.

The Plan also provides that holders of stock interests in Hancock
Fabrics retain their interest after the Debtors exit from
bankruptcy pursuant to the Plan.  Therefore, the existing
stockholders will continue to own Hancock Fabrics after it
emerges from bankruptcy.

In addition, the Plan contemplates the consolidation of the
Debtors only for the purpose of distributions under the Plan on
account of Claims against the Debtors.  

              Classification and Treatment of Claims

Under the Plan, all Claims against Hancock, other than
Administrative Claims and Priority Tax Claims, are classified
into six classes.  Hancock believes this complies with the
requirements of the Bankruptcy Code.

      Class    Description
      -----    -----------
        1      Secured Claims
        2      Priority Non-Tax Claims
        3      General Unsecured Claims
        4      Intercompany Claims
        5      Stock Interests in Subsidiary Debtors
        6      Stock Interests in Hancock Fabrics, Inc.

All six Classes are unimpaired.  Since no claim or interest is
impaired, all of the Debtors' creditors and stockholders are
deemed to have accepted the Plan pursuant to Section 1126(f) of
the Bankruptcy Code.

Each holder of an Allowed Secured Claim in Class 1 will receive
either an Option A or Option B treatment, at the option of the
applicable Debtor or Reorganized Debtor either (a) on the
Effective Date or (b) if the Secured Claim is not allowed as of
the Effective Date, on the next applicable Quarterly Distribution
Date.  Any Allowed Deficiency Claim of a holder of an Allowed
Secured Claim will be entitled to treatment as an Allowed Class 3
Claim.

   Option A -- Secured Claims in Class 1 that are Allowed Secured
               Claims and with respect to which the applicable
               Debtor or Reorganized Debtor elects Option A will
               be paid the full unpaid amount of the claim plus
               postpetition interest in cash by the Reorganized
               Debtor, unless the holder of the Claim agrees to
               less favorable treatment.

   Option B -- Secured Claims in Class 1 that are Allowed Secured
               Claims and with respect to which the applicable
               Debtor or Reorganized Debtor elects Option B will
               be reinstated.

Each holder of an Allowed Priority Non-Tax Claim in Class 2 will
be paid the full unpaid amount of the Claim plus postpetition
interest in cash by the appropriate Reorganized Debtor, unless
the holder of the Claim agrees to less favorable treatment either
(a) on the Effective Date or (b) if the Priority Non-Tax Claim is
not allowed as of the Effective Date, on the next applicable
Quarterly Distribution Date.

Each holder of an Allowed General Unsecured Claim that is not a
Litigation Claim in Class 3 will be paid the full unpaid amount
of the Claim plus postpetition interest in cash by the
appropriate Reorganized Debtor, unless the holder of the Claim
agrees to less favorable treatment, either (a) on the Effective
Date or (b) if the General Unsecured Claim is not allowed as of
the Effective Date, on the next applicable Quarterly Distribution
Date.  On the Effective Date, any General Unsecured Claim that is
a Litigation Claim and is a timely Claim will be Reinstated in
accordance with the Plan, provided that any Litigation Claim that
has been liquidated by agreement of the applicable Debtor or
Reorganized Debtor and the holder of the Litigation Claim will be
paid as provided in the agreement.

Class 4 Intercompany Claims that are not Administrative Claims
will be Reinstated on the Effective Date.

Class 5 Stock Interests in Subsidiary Debtors will be Reinstated
on the Effective Date, and the holders of Stock Interests in
Subsidiary Debtors will retain the Interests.

Class 6 Stock Interests in Hancock Fabrics, Inc. will be
Reinstated on the Effective Date, and the holders of Stock
Interests in Hancock Fabrics will retain the Interests.  Certain
holders of Class 6 Interests will also have the right to
participate in the Rights Offering.

Holders of Allowed Claims against one Debtor will receive the
same treatment as holders of similarly classified Allowed Claims
against any other Debtor.  Additionally, holders of Allowed
Claims against multiple Debtors on account of guarantees and
co-obligations of multiple Debtors will be entitled to only one
Distribution from the Debtors' Estates.  Because the Plan
contemplates payment in full to all holders of Allowed Claims,
this "deemed consolidation" is for administrative convenience
only and no substantive rights of any holder of a Claim will be
prejudiced.

                      Administrative Claims

Each holder of an Allowed Administrative Claim will be paid
the full unpaid amount of the Claim in cash by the appropriate
Reorganized Debtor either (i) on the Effective Date or (ii) if
the Administrative Claim is not allowed as of the Effective Date,
on the next applicable Quarterly Distribution Date.  Requests for
payment of Administrative Claims, except for Fee Claims, for the
period of June 5, 2007, through the Effective Date, must be filed
before the Effective Date.  Holders of Administrative Claims that
are required to file a request for payment of the Administrative
Claims and do not file the Request by the applicable Bar Date
will be forever barred from asserting the Administrative Claims
against the Debtors and the Reorganized Debtors.

                       Priority Tax Claims

Each holder of an Allowed Priority Tax Claim will be paid the
full unpaid amount of the Claim plus postpetition interest (i) in
cash by the appropriate Reorganized Debtor either (a) on the
Effective Date or (b) if the Priority Tax Claim is not allowed as
of the Effective Date, on the next applicable Quarterly
Distribution Date; or (ii) if agreed by the applicable Debtor or
Reorganized Debtor and the holder of the Priority Tax Claim,
payment over a period ending not later than five years after the
Petition Date with a total cash value equal to the allowed amount
of the Priority Tax Claim plus Postpetition Interest as of the
Effective Date.

Any Claim on account of any penalty arising with respect to an
Allowed Priority Tax Claim that does not compensate the holder
for actual pecuniary loss will be treated as a Class 3 Claim, and
the holder, other than as the holder of a Class 3 Claim, may not
assess or attempt to collect the penalty from the Reorganized
Debtors or their respective property.

                       Corporate Existence

Each Debtor will, as a Reorganized Debtor, continue to exist
after the Effective Date as a separate corporate or other
business Entity, with all the powers of a corporation or company
under applicable law and without prejudice to any right to alter
or terminate the existence under applicable state law.

                      Directors and Officer

The initial members of the board of directors of each of the
Reorganized Debtors will consist of:

   (a) Jane Aggers, and
   (b) four directors selected by the Equity Committee in its
       sole discretion.

The initial officers of each of the Reorganized Debtors will
consist of the officers of each of the Debtors immediately prior
to the Effective Date.

Each director and officer will serve from and after the Effective
Date until his or her successor is duly elected or appointed and
qualified or until the earlier of his or her death, resignation
or removal in accordance with the terms of the Certificate of
Incorporation and By-Laws of the Reorganized Debtor and state
law.

On the Effective Date, a certain number of shares of Common Stock
will be authorized for issuance to members of the boards of
directors and officers of the Reorganized Debtors as part of the
directors' and officers' compensation, in a manner and in
amounts as are determined by the boards of directors of the
Reorganized Debtors.  

Also on the Effective Date, 3,150,000 shares of authorized but
unissued Common Stock will be authorized to be issued under the
Hancock Fabrics, Inc. 2001 Stock Incentive Plan, in a manner and
in amounts as are determined by the boards of directors of the
Reorganized Debtors.

                       The Rights Offering

In connection with the Plan, holders of Class 6 Interests, who
owned at least 970 shares of common stock of Hancock Fabrics,
Inc. on the record date, will be offered the right to participate
pro rata in a Rights Offering for the sale of $20,000,000 in face
amount of Secured Notes.  The Rights Offering will be fully
backstopped by Sopris Capital Partners, LP, Berg & Berg
Enterprises, LLC and Trellus Partners, LP -- the Backstop Parties
-- in accordance with the terms of a backstop agreement.  

Holders of Class 6 Interests who elect to participate in the
Rights Offering will also receive Warrants to purchase 400 shares
of Common Stock for each $1,000 worth of Secured Notes purchased.
In return for their agreement to Backstop the proceeds of the
Rights Offering, the Backstop Parties will receive the Backstop
Fee, in the form of additional Warrants to purchase 1,500,000
shares of Common Stock.  Holders of Class 6 Interests will
indicate their election to participate in the Rights Offering.

                          Distributions

Reorganized Hancock Fabrics or Third Party Disbursing Agents as
Reorganized Hancock may employ in its sole discretion will make
all Distributions of Cash and other instruments or documents
required under the Plan.  Each Disbursing Agent will serve
without bond, and any Disbursing Agent may employ or contract
with other Entities to assist in or make the Distributions
required by the Plan.

Each Third Party Disbursing Agent providing services related to
Distributions pursuant to the Plan will receive from Reorganized
Hancock Fabrics, without further Court approval, reasonable
compensation for its services and reimbursement of reasonable
out-of-pocket expenses incurred.  These payments will be made on
terms agreed to with Reorganized Hancock and will not be deducted
from Distributions to be made pursuant to the Plan to holders of
Allowed Claims receiving Distributions from a Third Party
Disbursing Agent.

                   Treatment of Disputed Claims

No payments or Distributions will be made on account of a
disputed Claim until that Claim becomes an Allowed Claim.  Where
only a portion of a Claim is disputed by the Debtor, (i) then the
undisputed portion of the Claim will be treated as an Allowed
Claim under the Plan, and (ii) the disputed portion of the Claim
will be treated as a Disputed Claim.

                      Disputed Claim Reserve

If, 180 days after the Effective Date, the Disputed Claims Amount
is $200,000 or greater, then the Reorganized Debtors will
establish a Disputed Claims Reserve in an amount equal to 100% of
the Disputed Claims Amount, provided that the Disputed Claims
Reserve Amount will not exceed $750,000.

The Disputed Claims Reserve will be terminated on the earlier of:

   (a) the distribution or disbursement of all Disputed Claims
       Reserve Funds, and

   (b) the Disallowance or Allowance of each DCR Disputed Claim
       covered by the Disputed Claims Reserve.

If Disputed Claims Reserve Funds remain in the Disputed Claim
Reserve at the time of the occurrence of the DCR Disputed Claim
Disallowance or Allowance, upon request of the Reorganized
Debtors, the Clerk of the Bankruptcy Court will be authorized and
directed to transfer to the Reorganized Debtors without further
motion or Order of the Court the remaining Disputed Claims
Reserve Funds and any interest as soon as reasonably
practicable after the filing by the Reorganized Debtors of a
notice of termination of the Disputed Claims Reserve with the
Bankruptcy Court.  The remaining Disputed Claims Reserve Funds
will revest in the Reorganized Debtors.

                  Dissolution of the Committees

On the Effective Date, the Committees will be dissolved and their
members will be deemed released of any continuing duties,
responsibilities and obligations in connection with the Debtors'
bankruptcy cases or the Plan and its implementation, and the
retention and employment of the Committees' attorneys,
accountants and other agents will terminate, except with respect
to:

     (i) any matters concerning the Distributions to be made  
         under the Plan through the date upon which the first
         Distributions are made after the Effective Date;

    (ii) all Fee Claims through a final hearing on Fee Claims for
         Professionals; or

   (iii) any appeals of the Confirmation Order through the date
         the appeals are finally decided, settled, withdrawn or
         otherwise resolved.

Counsel to the Committees will be entitled to reasonable
compensation and reimbursement of actual, necessary expenses for
post-Effective Date activities authorized upon the submission of
invoices to be paid by the Reorganized Debtors.  Copies of the
invoices will be sent to the Reorganized Debtors and the other
Committee.  The Reorganized Debtors are authorized to pay the
invoices without further Court order.

           Ad Hoc Equity Committee's Fees and Expenses

The reasonable fees and expenses of the Professionals for the Ad
Hoc Equity Committee will be considered to be Fee Claims that may
be paid after compliance with certain procedures.  The Fee Claim
may not be objected to by any party on the grounds that the Ad
Hoc Equity Committee or its Professionals did not make a
substantial contribution to the Reorganization Cases.

                    Restructuring Transactions

On or after the Plan is confirmed by the Court, the applicable
Debtors or Reorganized Debtors, after consultation with the
Committees prior to the Effective Date, may enter into
Restructuring Transactions and may take actions as they may
determine to be necessary or appropriate to effect a corporate
restructuring of their businesses or simplify their overall
corporate structure, to the extent not inconsistent with any
other terms of the Plan.  

The Restructuring Transactions may include one or more mergers,
consolidations, restructurings, dispositions, liquidations or
dissolutions, as may be determined by the Debtors or the
Reorganized Debtors to be necessary or appropriate without
further Court order.  

                       Plan Supplements

The Debtors will file Plan exhibits with the Court no later than
10 days before the deadline to object to the Plan.

A full-text copy of the Debtors' Plan is available for free at:

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

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


HANCOCK FABRICS: Wants Plan Confirmation Hearing Set for July 22
----------------------------------------------------------------
Hancock Fabrics, Inc., and its affiliated debtors and debtors-in-
possession asked the U.S. Bankruptcy Court for the District of
Delaware to:

  a) approve the form, manner and sufficiency of a notice of
     confirmation hearing and disclosures regarding the Debtors'  
     Joint Consolidated Plan of Reorganization, to be transmitted
     to all creditors, stockholders and parties-in-interest in
     the Chapter 11 cases;

  b) set the hearing to consider confirmation of the Plan to
     July 22, 2008, at 10:00 a.m., Eastern Time, or another
     time as the Court may allow, and July 15, 2008, 4:00 p.m.,
     Eastern Time, as the deadline to file objections to
     confirmation of the Plan;

  c) approve the terms of, and authorize the Debtors to enter
     into, a commitment letter and fee letter for a backstop
     of the Debtors' offering of $20,000,000 of secured notes
     and warrants to purchase 8,000,000 shares of Hancock Fabrics,
     Inc. common stock pursuant to a rights offering; and

  d) set the record date for eligibility to participate in
     the Rights Offering to June 17,2008.

"The Debtors have filed a Plan that leaves every class of
creditors and all holders of equity interests unimpaired as
defined by the Bankruptcy Code," Robert J. Dehney, Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, tells the
Court.  

Because no claim or interest is impaired, Mr. Dehney continues,
all of the Debtors' creditors and stockholders are deemed to have
accepted the Plan pursuant to Section 1126(f) of the Bankruptcy
Code without the need for the Debtors to solicit acceptances of
the Plan.  

Therefore, he says, the Debtors do not need to provide a
disclosure statement containing adequate information for
creditors or stockholders to determine whether to vote for or
against the Plan because the Bankruptcy Code has already
determined their votes.

However, out of an abundance of caution, the Debtors, in
consultation with the Official Committee of Unsecured Creditors
and the Official Committee of Equity Security Holders, have
prepared a "Disclosure Notice", which provides, among other
things, basic information on the Plan and the treatment of claims
and interests under the Plan.

The Disclosure Notice provides the proposed confirmation hearing
date and the deadline to object to confirmation of the Plan as
well as a description of the Plan and a recitation of the most
important provisions of the Plan.  The Debtors propose to serve
the Disclosure Notice on all of their creditors and stockholders
in place of serving the Plan.

Additionally, the Debtors ask the Court to approve their Letter
Agreement with Sopris Capital Partners, LP, Berg & Berg
Enterprises, LLC and Trellus Partners, LP, to provide a Backstop
for the Rights Offering that will provide the Debtors with the
additional financing needed to consummate the proposed Plan.

In exchange for the issuance of warrants to purchase 1,500,000
shares of Hancock's common stock, the Backstop Parties have
agreed to purchase all of the Secured Notes that are not
purchased by other eligible stockholders in the Rights Offering,
Mr. Dehney says.  This ensures that the Debtors will receive the
entire $20,000,000 of additional financing required to consummate
the Plan and successfully emerge from Chapter 11, he says.

Before entering into the Letter Agreement, the Debtors, with the
assistance of their financial advisor, Houlihan Lokey, canvassed
parties potentially interested in providing B-piece debt or
equity financing.  Only the Backstop Parties were willing to
offer the necessary support to enable the Debtors to go forward
with the Rights Offering, Mr. Dehney relates.  

The Debtors, with the assistance of Houlihan Lokey, engaged in
extensive arm's-length negotiations with the Backstop Parties
concerning the Letter Agreement for the Backstop.  In the
exercise of the Debtors' business judgment, and in consultation
with the Committees and their professionals, the Debtors
determined that the Letter Agreement proposed by the Backstop
Parties offers the most competitive terms.

A full-text copy of the Letter Agreement is available for free
at: http://bankrupt.com/misc/BkstpLetterAgreement.pdf

               The Rights Offering and the Backstop

A key component of consummating the Plan and emerging from  
Chapter 11 is the necessary financing to, among other things,
refinance the Debtors' existing secured indebtedness, fund the
distributions contemplated by the Plan, and finance the Debtors'
post-emergence operating expenses and other working capital
needs.
               
The first piece of the necessary exit financing is being provided
to the Debtors by General Electric Capital Corporation, Mr.
Dehney says.  The GE Financing was approved by the Court on
April 17, 2008.

However, the Debtors require additional financing beyond the GE
Financing to emerge from bankruptcy and consummate the Plan, Mr.
Dehney explains.  A condition to the closing of the GE Financing
is that the Debtors must secure a "B-piece" exit financing
facility that provides at least $20,000,000 in cash to supplement
the GE Financing.  Accordingly, a B-piece exit financing facility
is not only necessary to financing the Debtors' emergence from
Chapter 11, but is also a requirement for the GE Financing.

According to Mr. Dehney, this B-piece exit financing is being
funded by a Rights Offering consisting of the issuance of
$20,000,000 in Secured Notes and Warrants to purchase 8,000,000
shares of Hancock's common stock, which are being offered to
eligible shareholders of Hancock common stock.  

The salient terms of the Rights Offering are:

   * Every 970 shares of Hancock's common stock owned by a
     stockholder entitles that holder to purchase one Secured
     Note in the principal amount of $1,000, together with an
     accompanying Warrant to purchase 400 shares of additional
     common stock.

   * Stockholders who hold fewer than 970 shares of common stock
     do not have the right to participate in the Rights Offering.

   * The Secured Notes will bear interest at an annual rate equal
     to LIBOR plus 4.50%, with the rate reset quarterly.  
     Interest for the first four quarters may be paid "in kind"
     by the issuance of additional Secured Notes.  If the
     Reorganized Debtors elect to issue additional notes, the
     interest for the period will be equal to LIBOR plus 5.50%,
     rather than LIBOR plus 4.50%.  

   * The Secured Notes will mature five years from the date of
     issuance.  Interest will be paid quarterly with the
     principal due at maturity.  The Secured Notes will be
     secured by a lien on substantially all of the assets of
     Hancock junior to the liens on that same collateral which
     are being provided to GE Capital under the GE Financing.  

   * Each $1,000 Secured Note will also contain a detachable
     Warrant to purchase 400 shares of Hancock's common stock at
     an exercise price equal to the greater of (i) $1.00 and (ii)
     the volume weighted average trading price for the 30 days
     prior to the 3rd business day before the date of issuance of
     the warrants.  The exercise price is subject to adjustment
     to reflect dividends paid on common stock and upon the
     occurrence of certain events.  The warrants will expire 5
     years after the issuance date.  The Warrants are detachable
     from the Secured Notes and thus separately transferable.

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


HOLOGIC INC: Inks $580 million Acquisition Deal with Third Wave
---------------------------------------------------------------
Hologic Inc. signed a definitive agreement to acquire Third Wave
Technologies Inc. for $11.25 per share, or approximately
$580 million, representing an approximately 24% premium to Third
Wave's average trading price over the last three months.

The boards of directors of both companies unanimously approved the
transaction in which Hologic is to acquire 100% of Third Wave's
stock in a cash tender offer to be followed by a merger to acquire
any untendered shares.

The transaction, completion of which is anticipated in the third
calendar quarter of 2008, is expected to be dilutive to Hologic's
adjusted earnings per share in the first full year after closing,
and increasingly accretive thereafter.

"The combination of Hologic and Third Wave brings together two
great companies that employ complementary technologies but share a
common mission: to help save the lives of women," Jack Cumming,
chairman and chief executive officer of Hologic, said.  "Hologic
is an established, diversified provider of diagnostic products and
therapeutic devices."  

"Third Wave's products in development, including its HPV tests,
employ a patented molecular diagnostic platform designed to help
identify cervical cancer and other diseases at an early stage,"
Mr. Cumming added.  "This important transaction will broaden
Hologic's range of diagnostic product offerings, enhance our
revenue and earnings growth potential and, we believe, create
long-term value for our shareholders."

"Specifically, we expect our acquisition of Third Wave to help
accelerate the growth of our diagnostics division," Mr. Cumming
continued.  "Once FDA approval is obtained, these products, will
be a complementary fit with our current suite of products, and
broaden our product offerings into high-growth diagnostic markets
for women.

"Hologic has an established sales and distribution network for
women's health, well as extensive relationships with clinical labs
and OB/GYN channels," Mr. Cumming said.  "If and when Third Wave's
HPV tests receive FDA approval, which we hope will be in the first
half of calendar 2009, we will be well-positioned to take these
products quickly and effectively to market.  We expect the
integration process to be smooth and seamless.  We look forward to
welcoming Third Wave's outstanding associates to Hologic when the
transaction is completed, and to participating in the launch of
Third Wave's existing and future product lines."

"We have great respect for Kevin Conroy and his team, the exciting
products they have developed and the expertise they bring to
Hologic," Mr. Cumming stated.  "Before offering to acquire Third
Wave, we conducted extensive due diligence on the company's
technologies, and believe that once FDA approval is obtained, the
HPV test will represent an important new molecular diagnostic
platform."  

"Importantly, the senior management team of Third Wave is so
confident about the future of this technology that six top
executives have voluntarily deferred the vesting of their options
and the acceleration of most of their long-term incentive plan
payments otherwise due upon a change in control until after the
receipt of FDA approval -- the strongest possible vote of
confidence in Third Wave's technology and in this transaction,
which we fully share," Mr. Cumming concluded.

"We welcome this opportunity to deliver outstanding value to our
stakeholders," Kevin Conroy, chief executive officer of Third
Wave, said.  "We look forward to working with Hologic to complete
the transaction efficiently and to delivering its benefits to our
respective shareholders, customers, employees and to women
worldwide."

                      Benefits of the Merger

The anticipated strategic benefits of the transaction to Hologic
include, among others:

   -- Provides a solid platform for future opportunities in
      molecular diagnostics.  Third Wave's unique Invader
      chemistry provides an exciting platform to explore new
      diagnostics for women's health.
    
   -- Accelerates Hologic's growth in cervical cancer screening.  
      With a strong existing presence in cancer screening, the
      addition of Third Wave's HPV tests, subject to FDA approval,
      will allow Hologic to expand its ability to serve this
      important segment of the industry.  Third Wave's pending HPV
      tests are a natural adjunct to Hologic's ThinPrep pap test.
    
   -- Broadens Hologic's presence in women's health.  Subject to
      FDA approval, the addition of Cervista HR and Cervista 16/18
      further broadens Hologic's comprehensive suite of products
      and diagnostic tests for women's health.
    
   -- Enhances Hologic's value proposition to laboratories and
      OB/GYN customers.  Subject to FDA approval, the addition of
      Third Wave's HPV tests will improve the standard for HPV
      testing by providing a more efficient test process with
      increased specificity to Hologic customers, well as a
      platform for additional tests and services.

                      Financing and Structure

Under the agreement, Third Wave shareholders will receive an
aggregate amount of an estimated $580 million in cash, assuming
the conversion of Third Wave's outstanding convertible notes,
warrants and restricted stock.  

Hologic intends to borrow $600 million to finance this transaction
in the form of a senior secured credit facility on terms
substantially consistent with the company's existing credit
facility.  Hologic has secured fully committed debt financing for
the full consideration from Goldman, Sachs & Co.

                        Timing and Approvals

The transaction will be conducted through a tender offer to be
launched as promptly as possible, to be followed by a merger to
acquire any untendered shares.  The closing of the tender offer is
subject to customary closing conditions and antitrust review,
including expiration or early termination of the applicable Hart-
Scott-Rodino waiting period, and various country filings, and the
acquisition by Hologic of a majority of Third Wave's shares.

     Update to Hologic's Financial Guidance and Expected Impact

This transaction is expected to be slightly dilutive to Hologic's
non-GAAP EPS in Fiscal 2008 and it anticipates $0.02-0.03 per
share dilution to the company's previous guidance, excluding
acquisition-related charges.  

The acquisition is expected to be approximately $0.10 dilutive to
non-GAAP EPS, excluding the amortization of intangibles, in Fiscal
2009 and to be accretive to non-GAAP EPS beginning in Fiscal 2010.

Hologic expects to record non-cash acquisition related costs
related to the write-off of in-process research and development
after the completion of the tender offer.  The amount of this
charge will be determined by an independent valuation and is
expected to be material.

Hologic expects the transaction to be cash flow neutral in Fiscal
2009 as a result of the use of $160 million in acquired tax NOLs,
including interest and financing expense of approximately $40
million from the term loan of approximately $600 million to
finance the acquisition.

                             Advisors

In connection with the transaction, Goldman, Sachs & Co. acted as
exclusive financial advisor to Hologic, and Brown Rudnick LLP
provided legal counsel.  XMS Capital Partners and Merrill Lynch &
Co. acted as financial advisors to Third Wave. Kirkland & Ellis
LLP and Kennedy, Covington Lobdell & Hickman LLP provided legal
counsel to Third Wave.

                About Third Wave Technologies Inc.

Third Wave Technologies Inc. (Nasdaq: TWTI) -- http://www.twt.com/
-- develops and markets molecular diagnostic reagents for a
variety of DNA and RNA analysis applications based on its
proprietary Invader(R) chemistry.  The company's clinical
diagnostic offerings consist of products for conditions such as
Cystic Fibrosis, Hepatitis C, cardiovascular risk and other
diseases.  Third Wave has over 210 clinical testing customers.  
Third Wave has presence in the United States, Japan and Europe.  
The company's clinical diagnostic products are used by clinical
laboratories to create tests for screening, prognosis, diagnosis,
and monitoring by physicians of individual patients.  

                    About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) - http://www.hologic.com/-- is a developer,
manufacturer and supplier of premium diagnostics, medical imaging
systems and surgical products dedicated to serving the healthcare
needs of women.  Hologic's core business units are focused on
breast health, diagnostics, GYN surgical, and skeletal
health.  Hologic provides a comprehensive suite of technologies
with products for mammography and breast biopsy, radiation
treatment for early-stage breast cancer, cervical cancer
screening, treatment for mennorrhagia, osteoporosis assessment,
preterm birth risk assessment, and mini C-arm for extremity
imaging.


HOLOGIC INC: $580MM Third Wave Deal Won't Affect S&P's Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on
Bedford, Massachusetts-based Hologic Inc. remain unchanged
following the company's agreement to purchase unrated Third Wave
Technologies Inc. for about $580 million, to be financed with a
new $600 million term loan.  Third Wave produces molecular
diagnostic test reagents mainly marketed to the research market.

Recently, however, the company filed an application with the U.S.
Food and Drug Administration to market its human papilloma virus
tests to the clinical diagnostic market.  These tests, which use
the same sample as Hologic's pap test, provide confirmation of
infection and are expected to grow rapidly if approved.  
Financially, this transaction is neutral.  Hologic had already
repaid a substantial portion of its term loans used to finance the
late-2007 acquisition of Cytyc Corp.  The new borrowings largely
return credit measures to a level consistent with the current
rating.  Pro forma for the acquisition of Third Wave, debt to
EBITDA is about 4.2x, up from the 3.0x annualized figure of the
quarter ended March 31, 2007.  S&P expect Hologic will quickly
reduce the borrowings for this acquisition, based on the strong
cash flows of its existing businesses.

HOLOGIC INC: Moody's Affirms Ba3 CFR on Third Wave Acquisition
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Hologic, Inc.
(Ba3 Corporate Family Rating) and maintained a stable rating
outlook following the announcement that the company plans to
acquire Third Wave Technologies for about $580 million in debt.
The SGL-2 rating assumes that the company will be able to obtain
financing as planned. At the time the transaction closes, Moody's
expects the senior secured ratings to remain unchanged. However,
we believe there could be a change in the LGD assessments.

Moody's affirmation is based on our expectation that Hologic will
continue to generate relatively good cash flow, which should
enable the company to repay debt associated with this transaction
over a 2 to 3 year period. Although we believe the transaction is
fully-priced, Moody's recognizes its strategic fit as Third Wave's
pending HPV test will be a natural extension of Hologic's ThinPrep
pap tests.

Diana Lee, a Senior Credit Officer at Moody's said, "While Moody's
did not anticipate an acquisition of this size so soon after the
Cytyc transaction, Hologic's relatively rapid repayment of debt
provides some flexibility at the current rating level." Although
cash flow generation has been favorable, a significant portion of
this repayment was attributed to option exercise proceeds as well
as excess cash from the Cytyc financing.

The stable outlook assumes that Hologic will: (1) refrain from
other debt-financed acquisitions until it has repaid a significant
portion of the debt associated with Third Wave; and (2) de-
leverage such that Hologic can achieve and sustain free cash flow
to debt greater than 10%.

Ratings affirmed:

  * Corporate Family Rating, Ba3

  * Senior Secured Revolving Credit Facility due 2012, Baa3
    (LGD1, 9%)

  * Senior Secured Term Loan A due 2012, Baa3 (LGD1, 9%)

  * Senior Secured Term Loan B due 2013, Baa3 (LGD1, 9%)

  * Probability of Default Rating, Ba3

  * Speculative Grade Liquidity Rating, SGL-2

Hologic is a leading developer, manufacturer and supplier of
diagnostic and medical imaging systems primarily dedicated to
serving the healthcare needs of women. The company is focused on
mammography and breast care technologies as well as on
osteoporosis assessment. In October 2007, Hologic completed the
acquisition of Cytyc, a medical device company that develops,
manufactures and markets diagnostic and surgical products that
address a range of women's health applications including cervical
cancer screening, treatment of excessive menstrual bleeding and
radiation treatment of early-stage breast cancer.


HOVNANIAN ENTERPRISES: Fitch Holds 'B-' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Hovnanian Enterprises, Inc.'s Issuer
Default Rating and other outstanding debt ratings as:

  -- IDR at 'B-';
  -- Senior secured revolving credit facility at 'BB-/RR1';
  -- Senior secured notes at 'BB-/RR1';
  -- Senior unsecured notes at 'B-/RR4';
  -- Senior subordinated notes at 'CCC/RR6';
  -- Series A perpetual preferred stock at 'CCC-/RR6'.

HOV's Rating Outlook remains Negative.

Fitch's Recovery Rating of '1' on HOV's secured revolving credit
facility and senior secured second-lien notes indicates
outstanding (90%-100%) recovery prospects for holders of these
debt issues.  The 'RR4' on HOV's senior unsecured notes indicates
average (30%-50%) recovery prospects for holders of these debt
issues.  HOV's exposure to claims made pursuant to performance
bonds and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured debt
holders.  The 'RR6' on HOV's senior subordinated notes and
preferred stock indicates poor recovery prospects (0%-10%) in a
default scenario.  Fitch applied a liquidation value analysis for
these RRs.

The ratings and Outlook for HOV reflect the current difficult
housing environment and Fitch's expectations that housing activity
will be even more challenging than previously anticipated during
the balance of calendar 2008 and that new home activity will still
be on the decline well into 2009.  The anemic economy and impaired
mortgage markets are, of course, contributing to the housing
shortfall.  The Outlook also reflects negative trends in HOV's
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges.  
However, HOV's liquidity position provides a buffer and supports
the new ratings.

Most recently, HOV issued an aggregate principal amount of $600
million of 5-year senior secured notes in a private placement.  In
addition to the new debt offering, the company also recently
completed the issuance of 14 million shares at a price of
$9.50 per share and received net proceeds of $126 million.  Net
proceeds from these offerings were used to pay off outstandings
under HOV's revolving credit facility.  The combination of the
debt and equity issuance, together with the strong cash flow
expected for the second half of the year, should provide the
company with sufficient liquidity to fund working capital needs
without reliance on the revolving credit facility.

Future ratings and Outlooks will be influenced by the economy and
broad housing market trends as well as company-specific activity,
such as land and development spending, general inventory levels,
speculative inventory activity, gross and net new-order activity,
debt levels and free cash flow trends and uses.  The possibility
of the housing downturn continuing longer and becoming deeper than
currently anticipated could have broad ratings implications for
homebuilders.


HUGHES NETWORK: S&P Revises Outlook to Positive from Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Germantown, Maryland-based satellite services provider Hughes
Network Systems LLC to positive from stable.  At the same time,
S&P affirmed all ratings, including the 'B' corporate credit
rating, on the company.
     
Hughes is the leading provider of very small aperture terminal
satellite networking services to domestic and international
enterprises, small and midsize businesses, and consumers.
     
"The outlook change reflects the successful public-equity offering
by parent Hughes Communications Inc. on May 28, 2008," said
Standard & Poor's credit analyst Naveen Sarma, "which raised
proceeds of $95 million for the parent."  When we revised the
outlook to stable from negative back on April 11, 2008, we stated
that our ratings and outlook incorporated the potential for
additional debt issuances to finance either the construction or
acquisition of a new satellite.  Hence, we had expected adjusted
leverage to temporarily spike to near the 6x level, but then
moderate toward a more appropriate mid-5x level.  "We believe the
recently completed equity offering eliminates the need for this
additional debt and we therefore now expect leverage to decline
from 5.2x as of March 31, 2008, toward the mid-4x range by the end
of 2008," added Mr. Sarma.


HWY 53: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------
Debtor: HWY 53 Truckwash, LLC
        4571 South Roberts Drive
        Sugar Hill, GA 30518

Bankruptcy Case No.: 08-69865

Type of Business: The Debtor cleans by hand washing 18-wheeler
                  trucks, recreational vehicles, pick-ups, dump
                  trucks, cars, boats, construction equipment,
                  horse and cattle trailers, and racing team
                  equipment.  See http://www.hwy53truckwash.com/

Chapter 11 Petition Date: May 29, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

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

Estimated Assets: $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/ganb08-69865.pdf


IDLEAIRE TECHNOLOGIES: Committee Taps Saul Ewing as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of IdleAire
Technologies Corporation asks the United States Bankruptcy Court
for the District of Delaware for authority to employ Saul Ewing
LLP as its counsel.

Saul Ewing will:

   a) advise the Committee with respect to its rights, duties and
      powers in this Chapter 11 case;

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this Chapter 11
      case;

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors and its capital structure and in negotiating with
      holders of claims and equity interest;

   d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition oft he
      Debtor and of the operation of the Debtor's business;

   e) assist the Committee in its investigation of the liens and
      claims of the Debtor's prepetition lenders and the
      prosecution of any claims or causes of action revealed by
      such investigation;

   f) assist the Committee in its analysis of, and negotiations
      with, the Debtor or any third party concerning matters
      related to, among the assumption or rejection of certain
      leases of nonresidential real property and executory
      contracts, asset dispositions, financing of other
      transactions and the terms of one or more plans of
      reorganization for the Debtor and accompanying disclosure
      statements and related plan documents;

   g) assist and advise the Committee as to its communications to
      unsecured creditors regarding significant matters in this
      Chapter 11 case;

   h) represent the Committee at hearings and other proceedings;

   i) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise the
      Committee as to their propriety;

   j) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interest and objectives;

   k) prepare, on behalf of the Committee, any pleadings,  
      including without limitation, motions, memoranda,
      complaints, adversary complaints or comments in connection
      with any of the foregoing; and

   l) perform other legal services as may be required or are
      otherwise deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code, Bankruptcy Rules or other
      applicable law.

The firm's professionals and their compensation rates are:

      Professionals           Designations     Hourly Rates
      -------------           ------------     ------------
      Mark Minuti, Esq.       Partner              $510
      Henry Abrams, Esq.      Partner              $510
      Adam H. Isenberg, Esq.  Partner              $460
      Jeremy W. Ryan, Esq.    Partner              $390
      Robyn F. Pollack, Esq.  Associate            $360
      Ryan Murphy, Esq.       Associate            $195
      Monica A. Molitor       Paralegal            $180

      Designations                             Hourly Rates
      ------------                             ------------
      Partners                                  $335-$650
      Special Counsel                           $250-$440
      Associates                                $175-$330
      Paraprofessionals                          $95-$215

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

                        About IdleAire

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

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

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


IDLAIRE TECHNOLOGIES: Panel Taps Mesirow as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unesecured Creditor of IdleAire
Technologies Corporation asks the United States Bankruptcy Court
for the District of Delaware for permission to employ Mesirow
Financial Consulting LLC as its financial advisor.

Saul Ewing will:

   a) assess the bid procedures and review and advice to the
      Committee with respect to proposed asset dispositions;

   b) assist in the review of financial information of the Debtor
      and analysis of motions for which court approval is sought
      by the Debtor;

   c) assist in meetings and discussions with other professionals
      and the Debtors including other classes of creditors;

   d) review financial disclosures of the Debtor including the
      statement of financial affairs, schedules of assets and
      liabilities and monthly operating reports;

   e) analyze and assist the Committee with regard to the Debtors'
      financing, cash collateral and other liquidity measures;

   f) review and assist the Committee in evaluating any employee
      related programs;

   g) assist with the review and affirmation or rejection on
      various executory contracts and leases;

   h) assist in the evaluation and analysis of the avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

   i) provide litigation advisory services and expert testimony on
      case related issues; and

   j) other consulting services as the Committee of its counsel
      may deem necessary;

The firm's professionals and other compensation rates are:

      Designations                     Hourly Rates
      ------------                     ------------
      Senior Managing Directors         $670-$710
      Managing Director and Directors   $580-$640
      Vice President                    $470-$540
      Senior Associate                  $370-$440
      Associate                         $220-$320
      Paraprofessionals                  $90-$190

Larry H. Lattig, a senior managing director of the firm, assures
the Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        About IdleAire

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

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

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


IMMUNICON CORP: Files Ch. 11 Protection, Sells Assets to Veridex
----------------------------------------------------------------
Immunicon Corporation and its subsidiaries filed voluntary
petitions for relief under Chapter 11 in the United States
Bankruptcy Court for the District of Delaware.

In connection with the Chapter 11 filings, Immunicon Corporation
and its subsidiaries signed an asset purchase agreement with
Veridex LLC to sell substantially all of their assets to Veridex
LLC for $31 million in cash subject to certain closing date
adjustments, plus the discharge and release of certain claims
owing to Veridex, LLC and the assumption of certain specified
liabilities.

It is anticipated that the net proceeds of the sale, after paying
costs associated with the sale, will first be used to satisfy the
obligations of Immunicon and its subsidiaries to their creditors.
It is anticipated that any remaining proceeds will be distributed
to stockholders of Immunicon on a pro rata basis.

The assets to be sold by Immunicon Corporation and its include
intellectual property, product inventory and preclinical data  
well as all technologies related to the CellSearch(R) System, the
first diagnostic test to automate the detection and enumeration of
circulating tumor cells, cancer cells that detach from solid
tumors and enter the blood stream.  The CellSearch(R) System is
cleared for the prognosis and monitoring of patients with
metastatic breast, metastatic colorectal and metastatic prostate
cancer.

Immunicon Corporation and its subsidiaries will also sell to
Veridex LLC all technologies related to the RF Poseidon FISH
Probes, which are the latest advance in FISH DNA probes.

Immunicon Corporation and Veridex, LLC have partnered since 2000
to develop and commercialize novel cancer diagnostic platforms and
products.

Because the asset purchase agreement was signed by Immunicon
Corporation as a debtor in possession in a chapter 11 case, the
sale must be conducted under the provisions of Chapter 11, Section
363 of the U.S. Bankruptcy Code, subject to Bankruptcy Court
approval and an auction process to be determined by the Bankruptcy
Court.

Immunicon Corporation and its subsidiaries will remain in
possession of their assets and properties and will continue to
operate as the "debtors-in-possession" under the jurisdiction of
the Bankruptcy Court and in accordance with the United States
Bankruptcy Code.

                       About Veridex LLC

Headquartered in North Raritan, New Jersey, Veridex LLC --
http://www.veridex.com/-- is a Johnson & Johnson company that  
provides physicians with high-value in vitro diagnostic oncology
products.  The company develops cancer diagnostic products that
will enable earlier disease detection as well as monitoring and
therapeutic selection.  

                      About Immunicon Corp.

Headquartered in Huntingdon Valley, Pennsylvania, Immunicon Corp.
(OTC BB: IMMC) -- http://www.immunicon.com/-- is developing and   
commercializing proprietary cell- and molecular-based human
diagnostic and life science research products, and is providing
certain analytical services to pharmaceutical and biotechnology
companies to assist them in developing new therapeutic agents,
with an initial focus on cancer disease management.

As reported in the Troubled Company Reporter on June 11, 2008,
Immunicon Corp.'s consolidated balance sheet at March 31, 2008,
showed $22,477,000 in total assets and $35,214,000 in total
liabilities, resulting in a $12,737,000 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $16,869,000 in total current assets
available to pay $33,230,000 in total current liabilities.

Deloitte & Touche LLP, in Philadelphia, expressed substantial
doubt about Immunicon Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations, accumulated deficit and negative cash flows from
operations.


INFINITY ENERGY: Posts $1,252,000 Net Loss in 2008 First Quarter
----------------------------------------------------------------
Infinity Energy Resources Inc. reported a net loss of $1,252,000
on oil and gas sales of $1,200,000 in the first quarter ended
March 31, 2008, compared with a net loss of $3,780,000 on oil and
gas sales of $2,099,000 in the same period last year.

The decrease in revenue consisted of an approximate $1,300,000
million decrease attributable to lower oil and gas production,
offset by a $400,000 increase in average prices.  The decrease in
equivalent production was principally the result of production in
2007 from properties sold to Forest Oil Corporation, a New York
corporation, in January 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$25,871,000 in total assets, $19,215,000 in total liabilities, and
$6,656,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $5,211,000 in total current assets
available to pay $18,538,000 in total current liabilities.

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

                       Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about Infinity Energy Resources Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations significant working capital
deficit.

                      About Infinity Energy

Headquartered in Denver, Infinity Energy Resources Inc. (Pink
Sheets: IFNY.PK) is an independent energy company engaged in the
exploration, development and production of natural gas and oil in
Texas and the Rocky Mountain region of the United States.  The
company also has oil and gas concessions covering 1.4 million
acres offshore Nicaragua in the Caribbean Sea.


INNOPHOS HOLDINGS: Completes 4.6 Million Common Stock Offering
--------------------------------------------------------------
Innophos Holdings Inc. completed the sale of 4,600,000 shares of
its common stock through an underwritten, secondary public
offering.

On May 29, 2008, Innophos filed a prospectus supplement with the
U.S. Securities and Exchange Commission for a underwritten
secondary offering of its common stock.  Innophos will not receive
any of the proceeds from this offering.

The distribution included 4,000,000 shares offered by affiliates
of Bain Capital Investors LLC, plus an over-allotment option that
was exercised by the underwriters for an additional 600,000 shares
from the selling stockholders.

The secondary offering involved stock issued by Innophos and did
not affect the 20,885,791 outstanding shares.  None of the shares
were sold by Innophos, and it will not receive any proceeds from
the transaction.  The shares sold in the offering represent
approximately 22% of Innophos' outstanding common stock.

Lead managers for the offering were JP Morgan and Oppenheimer &
Co. with Credit Suisse, UBS Investment Bank and BB&T Capital
Markets acting as co-managers.

A written prospectus relating to the offering may be obtained
from:

     J.P. Morgan Securities Inc.
     Attn: Prospectus Department
     4 Chase Metrotech Center, CS Level,
     Brooklyn, NY 11245
     E-mail addressing.services@jpmorgan.com
     Tel (718) 242-8002

     Oppenheimer and Co. Inc.
     Attn: Prospectus Department
     425 Lexington Ave, 5th Floor
     New York, NY 10017
     Tel (866) 895-5637
     Fax (212) 667-6303
     E-mail ecm@opco.com.
    
               About Innophos Holdings Inc.

Headquartered in Cranbury, New Jersey, Innophos Holdings, Inc.--  
http://www.innophos.com-- the holding company for a North   
American manufacturer of specialty phosphates, serves a diverse
range of customers across multiple applications, geographies and
channels.  Innophos offers a broad suite of products used in a
wide variety of food and beverage, consumer products,
pharmaceutical and industrial applications.  Innophos has
manufacturing operations in Nashville, Tenn.; Chicago Heights,
Ill.; Chicago (Waterway), Ill.; Geismar, La.; Port Maitland,
Ontario (Canada); and Coatzacoalcos, Veracruz and Mission Hills,
Guanajuato (Mexico).

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2007
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
$66 million of senior unsecured notes due 2012 to be issued by
Innophos Holdings, parent company of Innophos Inc.  The rating
still holds to date.  S&P also affirmed the 'B' corporate credit
rating and other ratings on Innophos Inc.  

The TCR reported on April 18, 2008 that Moody's Investors Service
assigned a B1 corporate family rating to Innophos Holdings, Inc.
and a B3 rating to the company's new $66 million senior unsecured
notes due 2012.  The ratings still hold to date.

The new notes are being issued by Innophos Holdings to refinance
$61 million of debt of its subsidiary, Innophos Investments
Holdings, Inc.


INNOVATIVE COMM: Auction Process Going Poorly, Greenlight Says
--------------------------------------------------------------
This week, Greenlight Capital LLC told the Hon. Judith Fitzgerald
of the U.S. Bankruptcy Court for the Western District of
Pennsylvannia, that the bidding process involving the assets of
Innovative Communication Corporation "is going poorly," Chris
Nolter of The Deal relates.

According to The Deal, this marks another delay in the public sale
of Innovative's assets, which was initially set for May 12, 2008,
but was subsequently moved to June 16, 2008.

As reported by the Troubled Company Reporter - Latin America on
Feb. 27, 2008, Innovative's U.S. Virgin Islands unit Innovative
Telephone, fka Vitelco, will be placed on the auction block this
year, based on filings by chapter 11 trustee, Stan Springel.

The TCR continued that Mr. Springel is supervising the bankruptcy
process of Innovative.  Mr. Springel said that Innovative
Telephone has made significant progress improving its financial
position and operations.  However, Innovative Telephone faced
serious liquidity issues like outstanding payments to critical
vendors in November 2007.  The chapter 11 trustee admitted that
the issues haven't been completely dealt with.

Mr. Springel said that he wants to move the auction of the
Debtor's cable systems in Martinique and Guadalupe and parts of
France in August 2008, The Deal reports.  The auction date of
Innovative Telephone is yet to be determined, he said, The Deal
relates.

Greenlight, which is owed $130 million by the Debtor, asserted
that bidders have not offered to buy the assets at a price
sufficient to satisfy secured debts, The Deal says.  Greenlight
also said that the estate is administratively insolvent, according
to the report.

Case trustee counsel, Dan Stewart, Esq., at Vinson & Elkins LLP,
denied Greenlight's allegations and said that offers for the
assets has been significant, The Deal says.  Mr. Stewart said that
Innovative and its affiliates are paying their debts on time and
that the Debtors' operations are financially sound.

Mr. Stewart explained that bidders need to check the assets in the
U.S. Virgin Islands, hence the delay of the auction, The Deal
states.

Counsel to largest creditor, Rural Telephone Finance Cooperative
denied Greenlight's statement that the RTFC, which is owed
$525 million by the Debtor, is uninterested in offering credit bid
at the auction, The Deal says.  According to RTFC, it will
maintain its credit bid right, the report adds.

                  About Innovative Communication

Based in Christiansted, St. Croix, U.S. Virgin Islands,
Innovative Communication Corporation is telecommunications and
media company with extensive holdings throughout the Caribbean
basin.  The company's operations are in Belize, British Virgin
Islands, Guadeloupe, Martinique, Saint-Martin, Sint Maarten,
U.S. Virgin Islands and France and include local, long distance
and cellular telephone companies, Internet access providers,
cable television companies, business systems, and The Virgin
Islands Daily News, a Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified LP,
Greenlight Capital LP, and Greenlight Capital Offshore Ltd.,
filed involuntary chapter 11 petition against Innovative
Communication Company LLC and Emerging Communications Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed $18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser,
filed voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos.
06-30007 through 06-30009).  Pursuant to Rule 1003-1 of the
Local Bankruptcy Rules of the District Court of the Virgin
Islands, Bankruptcy Division, Mr. Prosser, and Bobby Lubana,
were designated as the individuals who are the principal
operating officers of the alleged debtor.  On Dec. 14, 2006, the
Delaware Bankruptcy Court entered an order transferring the
venue of the involuntary bankruptcy cases transferring to the
U.S. District Court for the District of the Virgin Islands,
Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed
total aggregate claims of $56,341,843.  Matthew J. Duensing,
Esq., and Richard H. Dollison, Esq., at Stryker, Duensing,
Casner & Dollison, and Matthew P. Ward, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee, is represented by Dan Stewart, Esq., of Vinson &
Elkins LLP.

The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania placed Innovative
Communication Corporation in chapter 11 bankruptcy over the
objections of its principal, Jeffrey Prosser.


IRVINE SENSORS: Nasdaq to Delist Stock on Bid Price Non-Compliance
------------------------------------------------------------------
Irvine Sensors Corporation received a Nasdaq Staff Determination,
indicating that the company is not in compliance with the
$1.00 minimum bid price requirement for continued listing set
forth in Nasdaq Marketplace Rule 4310(c)(4), and that the
company's securities are, therefore, subject to delisting from The
Nasdaq Capital Market.

Accordingly, unless the company requests a hearing to appeal the
Staff Determination before a Panel, the Staff Determination states
that trading of the company's common stock will be suspended at
the opening of business on June 16, 2008, and the company's
securities will be delisted from The Nasdaq Stock Market.

The company intends to request such a hearing before the Panel and
present the company's plan for regaining compliance.  

Submission of a hearing request not later than 4:00 p.m. Eastern
Time today, June 12, 2008, will stay the suspension of trading of
the company's common stock and the delisting of the company's
securities pending the Nasdaq Listing Qualifications Panel's
decision.

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

The Staff Determination states that historically, the Panel has
generally viewed a reverse stock split in 30 to 60 days as the
only definitive plan acceptable to resolve a bid price deficiency,
but that the Panel could allow up to 180 calendar days from the
date of the Staff Determination if the Panel deems it appropriate.

The company has already filed a preliminary proxy statement with
the Securities and Exchange Commission on May 21, 2008, which
contains a proposal to be voted upon by stockholders at the
company's Annual Meeting for the authority to effectuate a reverse
stock split should such action be required to maintain Nasdaq
listing.

                       About Irvine Sensors

Based in Costa Mesa, California, Irvine Sensors Corporation
(Nasdaq: IRSN) -- http://www.irvine-sensors.com/-- is a vision    
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies, the manufacture and sale
of optical systems and equipment for military applications through
its Optex subsidiary and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

                        Going Concern Doubt

Grant Thornton LLP expressed substantial doubt about Irvine
Sensors Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Sept. 30, 2007.

The auditing firm reported that the company incurred net losses
for the years ended Sept. 30, 2007, Oct. 1, 2006 and Oct. 2, 2005,
respectively, and the company has working capital of only
$1,799,100 at Sept. 30, 2007.


JAMES BARBER: Chapter 11 Voluntary Petition
-------------------------------------------
Debtor: James C. Barber
        8221 Route 243
        Rushford, NY 14777

Bankruptcy Case No.: 08-12514

Chapter 11 Petition Date: June 9, 2008

Court: Western District of New York (Buffalo)

U.S. Trustee: Jill M. Zubler
              Office of the US Trustee
              42 Delaware Avenue, Suite 100
              Buffalo, NY 14202
              
Debtor's Counsel: David H. Ealy, Esq.
                  Trevett, Lenweaver & Salzer, P.C.
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Phone: (585) 454-2181
                  Fax: (585) 454-4026
                  E-mail: dealy@trevettetal.com

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

Estimated Debts:  $500,001 to $1,000,000

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/nwd08-12514.pdf


JETBLUE AIRWAYS: Completes 5.5% Convertible Debentures Offering
---------------------------------------------------------------
JetBlue Airways Corp. completed its offering of $87.5 million
aggregate principal amount of 5.5% Convertible Debentures due 2038
and $87.5 million aggregate principal amount of 5.5% Convertible
Debentures due 2038.  The underwriters exercised the related over-
allotment option in full and the company completed the offering of
an additional $13.125 million aggregate principal amount of the
Series A Debentures and an additional $13.125 million aggregate
principal amount of the Series B Debentures.

In connection with the issuance of the Debentures, on June 4,
2008, the company entered into a second supplemental indenture
with Wilmington Trust Company to the indenture entered into
between the company and the Trustee on March 16, 2005 relating to
the Series A Convertible Debentures.  The company also entered
into a third supplemental indenture with the Trustee to the Base
Indenture relating to the Series B Debentures.

In addition, pursuant to the Supplemental Indentures, the company,
the Trustee and Wilmington Trust Company, as escrow agent, entered
into a pledge and escrow agreement relating to the Series A
Debentures and a pledge and escrow agreement relating to the
Series B Debentures.

In accordance with the Pledge and Escrow Agreements, an aggregate
of approximately $31.7 million of the proceeds of the offering of
the Debentures was placed in two escrow accounts, one for each
series, with the Escrow Agent.  Funds in the escrow accounts will
be invested in Permitted Money Market Securities and a portion of
the Permitted Money Market Securities will be redeemed or sold for
cash to make each of the first six scheduled interest payments on
the Debentures.  Pursuant to the Pledge and Escrow Agreements, the
Company pledged its interest in the escrow accounts to the Trustee
as security for these interest payments.

Except for the pledge of the escrow accounts under the Pledge and
Escrow Agreements, the Debentures are senior unsecured debt
obligations of the company.  There is no sinking fund for the
Debentures.  The Debentures mature on Oct. 15, 2038 and bear
interest at a rate of 5.5% per annum.  Interest on the Debentures
is payable semi-annually in arrears on April 15 and October 15 of
each year, commencing Oct. 15, 2008.

Holders may convert their Debentures, at their option, any time
prior to the close of business on the business day immediately
preceding Oct. 15, 2038.  The Series A Debentures are convertible
into shares of the Company˙s common stock at a conversion rate of
220.6288 shares per $1,000 principal amount of Series A
Debentures.  The Series B Debentures are convertible into shares
of the company's common stock at a conversion rate of 225.2252
shares per $1,000 principal amount of Series B Debentures.

In addition, if holders elect to convert their Debentures in
connection with the occurrence of a fundamental change that occurs
prior to Oct. 15, 2013 or Oct. 15, 2015 (in the case of the Series
B Debentures), holders will be entitled to receive additional
shares of common stock upon conversion in some circumstances as
described in the Supplemental Indentures.  A fundamental change
generally will occur upon certain changes in the ownership of the
company, as further described in the Supplemental Indentures.

Holders who convert their Debentures prior to April 15, 2011, will
receive, in addition to a number of shares of our common stock
calculated at the applicable conversion rate, a cash payment from
the escrow account for debentures of the series converted in an
amount equal to the sum of all remaining interest payments that
would have been due on or before April 15, 2011 in respect of the
converted debentures (excluding any interest payment for which the
record date has passed at the time of such conversion, which will
instead be made to the relevant record holder).

At any time on or after Oct. 15, 2013 (in the case of the Series A
Debentures) and Oct. 15, 2015 (in the case of the Series B
Debentures), the Company may redeem the Debentures for cash by
giving holders at least 30 days' notice.  The company may redeem
the Debentures either in whole or in part at a redemption price
equal to 100% of the principal amount of the Debentures to be
redeemed, plus accrued and unpaid interest, if any, up to, but
excluding, the redemption date.

Holders of the Debentures may require the company to repurchase
all or part of the Debentures for cash on Oct. 15, 2013, 2018,
2023, 2028 and 2033 (in the case of the Series A Debentures) and
on October 15, 2015, 2020, 2025, 2030 and 2035 (in the case of the
Series B Debentures) at a repurchase price equal to 100% of their
principal amount, plus accrued and unpaid interest, if any, up to,
but excluding, the date of repurchase to the holder from whom
Debentures are repurchased.

The copy of the Second Supplemental Indenture is available for
free at http://ResearchArchives.com/t/s?2dc9

A copy of the Third Supplemental Indenture is available for free
at http://ResearchArchives.com/t/s?2dca

A copy of the Pledge and Escrow Agreement for Series A Debentures
is available for free at http://ResearchArchives.com/t/s?2dcb

A copy of the Pledge and Escrow Agreement for Series B Debentures
is available for free at http://ResearchArchives.com/t/s?2dcc

                     About JetBlue Airways

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

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 22, 2008, Moody's Investors Service downgraded the corporate
family rating of JetBlue Airways Corporation to Caa1 from B3,
well as the ratings of its outstanding corporate debt
instruments and selected classes of JetBlue's Enhanced Equipment
Trust Certificates.  Moody's said The rating outlook is
negative.


JOHNSONDIVERSEY: Moody's Holds Caa1 Rating on $406M Discount Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2 Probability of Default Rating of JohnsonDiversey and raised
the rating on the senior subordinated notes to B2 from B3. The
rating outlook remains stable. The raised rating on the senior
subordinated notes primarily reflects repayments of senior secured
debt in the capital structure. The rating outlook remains stable.

The B2 corporate family rating is constrained by continued
negative free cash flow, pressure from rising raw material costs,
and uncertainty as to the ultimate settlement of the Unilever put
option. The ratings are supported by significant cost savings
achieved to date through the restructuring, top line growth in
Europe, Asia Pacific and Latin America, strong market positions
and broad geographic and customer diversification.

Moody's took these rating actions:

  * Affirmed $175 million secured revolver due 2010, Ba2
    (to LGD 1, 9% from LGD 2, 10%)

  * Affirmed $340 million secured term loan due 2011, Ba2
    (to LGD 1, 9% from LGD 2, 10%)

  * Affirmed $99 million term facility due 2010, Ba2 (to LGD 1,
    9% from LGD 2, 10%)

  * Raised $300 million senior subordinated notes due 2012, to
    B2 (LGD 4, 56%) from B3 (LGD 4, 59%)

  * Raised Eur225 million (USD$356 million equivalent at
    March 31, 2008) senior subordinated notes due 2012, to B2
    (LGD 4, 56%) from B3 (LGD 4, 59%)

  * Affirmed $406 million 10.67% discount notes due 2013, Caa1
    (to LGD 6, 92% from LGD 6, 93%)

  * Affirmed Corporate Family Rating, B2

  * Affirmed Probability of Default Rating, B2

JohnsonDiversey Holdings, Inc. (JD Holdings), through its wholly
owned subsidiary JohnsonDiversey, Inc, is a leading global
supplier of cleaning, hygiene, and sanitizing products, equipment
and related services to the institutional and industrial cleaning
and sanitation market. Revenues for the twelve months ended March
31, 2008 were approximately $3.2 billion. Commercial Markets
Holdco, Inc., a corporation that is majority owned by the
descendants of Samuel Curtis Johnson, owns a two-thirds interest
in JD Holdings and a subsidiary of Unilever owns a one-third
interest.


JOSE JACOB: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Jose Jacob
         Crystal S. Jacob
         fka Crystal Tenholt
         3550 Highway 43 North
         Greenville, NC 27834

Bankruptcy Case No.: 08-03898

Chapter 11 Petition Date: June 10, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: John G. Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. BOX 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746
                  E-mail: annhinson@nc.rr.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of their 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ward and Smith, PA               Legal Services         $56,000
P.O. Box 8088
Greenville, NC 27835-8088

Bank of America                  CreditCard             $53,254
Attn: Managing Agent
PO Box 15026
Wilmington, DE 19850-5026

Blue Cross Blue Shield, NC       CreditCard             $41,000
PO Box 2291
Durham, NC 27702-2291

Citibank                         CreditCard             $30,679

Marine Federal Credit Union      2006 GMC Sierra --     $39,000
                                 used by medical       ($21,200
                                 practice              secured)

RBC Centura Bank                 Personal Loan          $10,000

State Employee's Credit Union    Overdraft protection    $9,994

Internal Revenue Service         2007 Taxes              $8,000

Pitt County Memorial Hospital    Medical Services        $5,432

Pitt County Tax Collector        Ad Valorem Taxes        $5,326

ECU Physicians                                           $4,835

New South Federal Saving         2003 BMW 325ci-        $28,000
                                 used by practice      ($25,000
                                                       secured)

Advanced Home Care                                       $1,349

Holiday Trav-L-Park Resort       Rental Charges            $804

Medical Park Psych Association   Medical Services          $745

Eastern Radiologists             Medical Services          $500

Blockbuster                                                $105

Embarq                                                     $100

A+Medical Business Services     Possible Guarantee      Unknown
                                of debt of Carolina
                                East Cardiology.
                                Amount of Corp debt
                                is $4,230


KB HOME: Fitch Affirms 'BB+' ID Rating with Negative Outlook
------------------------------------------------------------
Fitch Ratings has affirmed KB Home's Issuer Default Rating and
other outstanding debt ratings as:

  -- IDR 'BB+';
  -- Senior unsecured 'BB+';
  -- Unsecured bank credit facility 'BB+';
  -- Senior subordinated debt 'BB-'.

The Rating Outlook remains Negative.

The Negative Outlook for KB Home reflects the current difficult
housing environment and Fitch's expectations that housing activity
will be even more challenging than previously anticipated during
the balance of calendar 2008 and that new home activity will still
be on the decline well into 2009.  The anemic economy and impaired
mortgage markets are, of course, contributing to the housing
shortfall.  The Outlook also reflects negative trends in KB Home's
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges.  
However, KB Home's liquidity position provides a buffer and
supports the current ratings.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

The ratings reflect KB Home's execution of its business model.  
The ratings also take into account the company's primary focus on
entry-level and first-step trade-up housing, its conservative
building practices, and effective utilization of return on
invested capital criteria as a key element of its operating model.  
In recent years, KB Home has improved its capital structure and
increased its geographic diversity and has better positioned
itself to withstand a meaningful housing downturn.  Fitch also has
taken note of KB Home's role as an active consolidator within the
industry.

KB Home maintains a three-year supply of lots (based on last 12
months deliveries), 70.6% of which are owned and the balance
controlled through options.  The options share of total lots
controlled is down sharply over the past two years as KB Home has
written off substantial numbers of options.

As the housing cycle continues to contract, creditors should
benefit from KB Home's solid financial flexibility supported by
cash and equivalents of $1.3 billion and $1.07 billion available
under its $1.3 billion unsecured credit facility (net of
$229.6 million of letters of credit) as of Feb. 29, 2008.  In
addition, liquid, primarily pre-sold work-in-process, and finished
inventory totaling $2.85 billion provides comfortable coverage for
construction debt.


KEVIN BYRD: Voluntary Chapter 11 Petition
-----------------------------------------
Debtor: Kevin Edward Byrd
        3408 Starlite Court
        Owings Mills, MD 21117

Bankruptcy Case No.: 08-17656

Chapter 11 Petition Date: June 9, 2008

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Adam M. Freiman, Esq.
                  Sirody, Freiman & Feldman,P.C.
                  1777 Reisterstown Road, Suite 360 E
                  Baltimore, MD 21208
                  Phone: (410) 415-0445
                  Fax: 410 415-0744
                  E-mail: adamfreiman@gmail.com

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

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

A copy of the Debtor's petition with a list of its largest
unsecured creditors is available for free at
http://bankrupt.com/misc/m08-17656.pdf  
  

LA JOLLA: Posts $13,637,000 Net Loss in 2008 First Quarter
----------------------------------------------------------
La Jolla Pharmaceutical Company reported a net loss of $13,637,000
for the first quarter ended March 31, 2008, compared with a net
loss of $11,870,000 in the same period ended March 31, 2007.

The company did not generate any revenues in both periods.

Research and development expense increased to $11,338,000 for the
three months ended March 31, 2008, from $10,375,000 for the same
period in 2007.  This increase was primarily attributable to
increased activity in the Phase 3 clinical trial of Riquent(R).

General and administrative expense of $1,906,000 for the three
months ended March 31, 2008, was comparable to $1,980,000 for the
three months ended March 31, 2007.

Cash, cash equivalents and short-term investments as of March 31,
2008, were $25,362,000 compared to $39,359,000 as of Dec. 31,
2007.  Short-term investments consist of AAA rated student loan
auction rate securities net of realized impairment losses of
$800,000 recorded in the first quarter of 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$30,184,000 in total assets, $9,126,000 in total liabilities, and
$21,058,000 in total stockholders' equity.

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

                       Going Concern Doubt

Ernst & Young LLP, in San Diego, expressed substantial doubt about
La Jolla Pharmaceutical Company's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring operating losses
and accumulated deficit.  Additionally, the company will require
additional cash funding to execute against its strategic plan for
2008.

The company has an accumulated deficit of $366,470,000 as of
March 31, 2008.

                  About La Jolla Pharmaceutical

Based in San Diego, La Jolla Pharmaceutical Company (Nasdaq: LJPC)
-- http://www.ljpc.com/-- is dedicated to improving and   
preserving human life by developing innovative pharmaceutical
products.  The company's leading product in development is  
Riquent(R), which is designed to treat lupus renal disease by
preventing or delaying renal flares.  The company has also  
developed potential small molecule drug candidates to treat  
various other autoimmune and inflammatory conditions.  


LANCASTER-33 RD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lancaster-33 Rd Street LP
        17189 Yuma Street
        Victorville, California 92395

Bankruptcy Case No.: 08-16865

Chapter 11 Petition Date: June 10, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtors' Counsel: T. Edward Malpass, Esq.
                  Law Offices of T. Edward Malpass
                  4931 Birch Street
                  Newport Beach, California 92660
                  Tel: (949) 474-9944

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/califcb08-16865.pdf


LANDSOURCE COMMUNITIES: Asks Court OK for $1.1BB DIP Financing
--------------------------------------------------------------
LandSource Communities Development LLC, and 20 debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District   
of Delaware to obtain $1,185,000,000 of debtor-in-possession  
financing from a group of lenders led by Barclays Bank PLC and
Marathon Special Opportunity Fund, LP, as joint bookrunners.

As reported in the Troubled Company Reporter on June 10, 2008,
LandSource Holding Co., on June 4, 2008, received a commitment
letter from Barclays and Marathon for credit facilities providing
for:

   (i) an up to $135,000,000 senior revolving credit facility,
       and

  (ii) a refinancing and "roll up" of outstanding first priority
       obligations in an amount of up to $1,050,000,000.  

Barclays is a lender and administrative agent under the First
Lien Credit Agreement, dated Feb. 27, 2007, which provided for
(i) a revolving credit facility, letters of credit, and swingline
facilities of up to $200,000,000, and (ii) a term loan facility
of $1,106,000,000.  As of the Petition Date, letters of credit
with a face amount of $30,738,945 were issued and outstanding,
and the principal amount owed, exclusive of undrawn letters of
credit, aggregated $959,533,440.  The Debtors' obligations are
secured by substantially all of their personal property.

The Bank of New York, is successor to Barclays as administrative
agent under the Second Lien Credit Agreement, dated as of
Feb. 27, 2007, which provided for a $244,000,000 term-loan
facility.  As of June 8, 2008, the principal amount owed under
the facility totaled $244,000,000.  The Second Lien Lenders were
granted securities in the same collateral, but junior to those,
of the First Lien Lenders.

                       Cash Collateral Use

Mr. Kimball also notes that most of the cash, cash equivalents,
and other amounts on deposit or maintained in the Debtors' bank
accounts constitute proceeds which, to the extent subject to
valid and perfected liens, are the cash collateral of their
prepetition lenders.  Accordingly, the Debtors seek the Court's
authority to use cash collateral.

The First Lien Lenders have consented the Debtors' use of Cash
Collateral, subject to adequate protection liens and payments.  

The Second Lien Lenders whose liens are primed will be entitled
to file an application or motion seeking adequate protection,
pursuant to the Intercreditor Agreement between the Prepetition
Agents.  The First Lien Prepetition Lenders reserve their rights
to object to any motion or application.

According to Mr. Kimball, in addition to the DIP Loan, the
Debtors require the use of cash collateral for their day-to-day
operations.  He says that absent access to cash collateral, the
Debtors' businesses will be brought to an immediate halt, with
damaging consequences for the Debtors and their estates and
creditors.

                   Terms of Use of Lenders' Cash

The salient terms of the Super-Priority DIP First Lien Credit
Agreement, dated June 10, 2008, are:

    Borrower:         LandSource Holding Company, LLC.

    Guarantors:       All Debtors other than Borrower.

    Administrative
    Agent:            Barclays Bank PLC.

    Joint
    Bookrunners:      Barclays Capital and Marathon Special
                      Opportunity Fund.

    DIP Lenders:      A syndicate expected to be comprised of
                      financial institutions.

    Interim
    Financing:        Up to $35,000,000.

    Commitment:       DIP Credit Facility is comprised of:

                        (i) a senior secured revolving credit
                            Facility of $135,000,000 including:

                            (a) letter of credit subfacility of
                                up to $35,000,000 and

                            (b) a swingline facility of up to
                                $10,000,000; and

                       (ii) upon entry of the Final Order, a
                            junior secured term loan, comprising
                            of a roll up of up to $1,050,000,000
                            of prepetition obligations under the
                            First Lien Credit Agreement.

    Maturity Date:    Earliest to occur of:

                        (a) the earlier to occur of (i) May 31,
                            2009, and (ii) 364 days after the
                            Petition Date;

                        (b) 35 days after entry of the Interim
                            Order, if the Final Order is not
                            entered prior to the expiration of
                            the 35-day period;

                        (c) the effective date of a confirmed
                            plan; and

                        (d) acceleration and termination in
                            accordance with the DIP Agreement.

    Use of Revolving
    Credit Facility:  Borrowings to be used for working capital
                      and general corporate purposes and the   
                      administration of the Chapter 11 cases.
                      Outstanding letters of credit issued under
                      the First Lien Credit Agreement to be
                      replaced within 60 days after entry of the
                      Interim Order.

    Amortization:     None.  Repayment at the Maturity Date.

    Interest Rates:   Revolving Credit Facility: Eurodollar rate
                      + 6.0% per annum or Alternate Base Rate +
                      5.0% per annum.

                      Term Loan: Eurodollar Rate + 7.5% per annum
                      or Alternate Base Rate + 6.5% per annum.

                      Amounts equal to interest on the Term Loan
                      will accrue, be capitalized, and be payable
                      on the Termination Date.

                      Default Rate: Applicable rate + 2.0% per
                      annum.

                      Interest rates are subject to these floors:
                      Eurodollar -- 3.0% per annum; ABR -- 4.5%  
                      per annum

    Fees:             Unused Line Fee: 0.75% per annum;
                      Letter of Credit Fees: 6.00% per annum

    Budget:           The Debtors are required to comply with the
                      Budget.  The Debtors have provided a budget
                      setting forth in reasonable detail all
                      projected receipts and disbursements
                      through May 31, 2009, which has been
                      approved by the Administrative Agent.

    Liens and
    Priorities:       Obligations under the Revolving Credit
                      Facility will be senior to obligations
                      under the Term Loan.  The Loans will be
                      afforded certain liens and claims,
                      including superpriority claims and priming
                      liens, on property of the estate.

    Carve-Out:        Professional fees and disbursements of the  
                      Debtors and statutory committees incurred
                      post-event of default up to $3,000,000
                      (plus unpaid professional fees and
                      disbursements incurred prior to the event
                      of default to the extent allowed at any
                      time) plus payment of fees pursuant to 28
                      U.S.C. Section 1930 and 28 U.S.C. Section
                      156(c), as well as a separate and
                      additional amount of $35,000 in the
                      aggregate that may be used for the
                      reasonable fees and expenses of a Chapter 7
                      trustee.

    Indemnification:  The Debtors agree to certain indemnities,
                      and to reimburse fees payable and expenses
                      reimbursable by the Debtors to Barclays,
                      BC, Marathon and the DIP Lenders.

    Liens on Causes
    of Action Under
    Chapters 5 & 7:   All obligations under the Revolving Credit
                      Facility are secured by, among other
                      things, liens on all avoidance actions of
                      the Debtors other than avoidance actions in
                      respect of the First Lien Lenders and the
                      First Lien Administrative Agent.

    Events of
    Default:          Customary, including:

                      a. Failure to pay interest or fees (3 day
                         cure) or principal (no cure) when due;

                      b. Breach of covenant to retain the CRO or
                         sell assets in accordance with the
                         Budget;

                      c. Breach of any other covenant or
                         agreement except the plan filing/
                         confirmation covenant (10 day cure);

                      d. Material inaccuracy in any
                         representation or warranty when made;

                      e. Dismissal/conversion/appointment of
                         trustee, responsible officer (other than
                         CRO), or examiner with enlarged powers;

                      f. grant of any superpriority claim (other
                         than the Carve-Out) that is equal or
                         senior to the Administrative Agent's
                         claim;

                      g. A change of control; and

                      h. Change of executive management,
                         including termination or resignation of
                         the CRO without prior consent of the
                         Administrative Agent.

    Remedies:         If an event of default exists,

                      1. Obligations of the Lenders to make DIP
                         Loans and the obligation and power of
                         the Revolver Facility LC Issuers to
                         issue Revolver Facility LCs will
                         terminate;

                      2. Outstanding principal and interest will
                         become immediately due and payable; and

                      3. Upon five days' notice, and provided the
                         Event of Default has occurred and is
                         continuing, the Administrative Agent
                         may, among other things, direct the
                         liquidation of the Collateral, and enter
                         onto the premises of any DIP Loan Party
                         to effect the orderly liquidation of the
                         Collateral.

    Milestones:       The Debtors' right to seek extensions of
                      time to file a disclosure statement and
                      plan of reorganization is subject to
                      certain conditions being satisfied within
                      the timeframe set forth in the DIP
                      Agreement; failure to satisfy those
                      conditions on a timely basis will cause a
                      chief restructuring officer to become the
                      sole member of the executive committee of
                      LandSource Communities Development LLC.

    Waivers of
    Rights:           The Debtors waive certain rights and causes
                      of action.  The Final Order will also
                      prohibit the assertion of all other claims
                      under Section 506(c) or against the
                      Administrative Agent or any DIP Lender.  
                      The Debtors waive generally claims against
                      the First Lien Prepetition Lenders and
                      First Lien Agent, including any Chapter 5
                      actions.

    Use of Cash
    Collateral:       The Debtors are authorized to use cash
                      collateral of the Prepetition Lenders in
                      accordance with the Budget, provided that
                      after the occurrence and during the
                      continuance of any Event of Default, cash
                      collateral of the Prepetition Lenders or
                      Postpetition Lenders may not be used except
                      to make disbursements in the ordinary
                      course of business and with respect to the
                      Carve-Out.

    Roll-up:          As one of the components of the adequate
                      protection of First Lien Prepetition
                      Lenders' interests that are being primed
                      and subject to use as cash collateral --
                      all obligations due and owing in connection
                      with the First Lien Prepetition Credit
                      Agreement will be added to the principal
                      balance of the Term Loan.  Hence, this
                      prepetition debt will be deemed
                      postpetition debt.

    Cross-
    Collateral:       The Roll-UP will result in cross-
                      collateralization of the obligations under
                      the First Lien Prepetition Credit
                      Agreement.

    Adequate
    Protection for
    the Prepetition
    Lenders:          Adequate Protection for the First Lien
                      Prepetition Lenders and the First Lien
                      Agent includes, in addition to the Roll-Up,
                      superpriority claims to the extent of
                      diminution in the value of their
                      collateral, as well as replacement liens.  
                      Pursuant to the Intercreditor Agreement,
                      the Second Lien Prepetition Lenders whose
                      liens are primed may seek adequate
                      protection from the Court.

    Prohibitions on
    Enforcement:      As long as any Loans are outstanding or
                      the commitment is in effect, the
                      Prepetition Agents and Prepetition Lenders
                      will not be permitted to seek to enforce
                      any adequate protection liens or any liens
                      primed by the Revolving Credit Facility.

    Rights to
    Challenge
    Roll-Up Amounts:  The Debtors and any statutory committee
                      have the right, on or prior to the 90th day
                      following the Petition Date to challenge
                      the Roll-Up with respect to the secured
                      status of $750,000,000.

                      They have the rights to file a motion or
                      application seeking to recharacterize all
                      or any portion of the outstanding amount of
                      the Term Loan Credit Facility Loans in
                      excess of $750,000,000.

         Plan and Other Deadlines Imposed by DIP Lenders

As previously reported, the DIP Credit Agreement requires the
Debtors to file a request with the Court on June 28 to hire a
chief restructuring officer to assist senior management in
connection with LandSource's affairs and businesses.  In
addition, each of the Debtors must:

   -- file a Chapter 11 plan and disclosure statement that is
      acceptable in form and substance to Barclays on or prior to
      the later of:

       (A) the 120th day after the Petition Date; and

       (B) the date on which the exclusive period to file a plan
           of reorganization under Section 1121(b) of the
           Bankruptcy Code expires or is terminated in accordance
           with, and subject to, this limitation:

              * the Debtors will not file any motion or
                application with the Bankruptcy Court to extend
                the exclusivity periods under Section 1121(b)
                without the consent of Barclays, provided that;

              * the Debtors will be entitled to seek one
                extension of the exclusivity periods of not more
                than 60 days without prior written consent of the
                Barclays, provided that the Debtors have
                presented a detailed proposal to a plan of
                reorganization to Barclays that is, among other
                things, supported by equity holders;

   -- obtain an order of the Bankruptcy Court confirming a plan
      of reorganization by the 90th day after the date on which
      the plan and disclosure statement are filed; and

   -- consummate the plan by the 30th day after the date on
      which an order confirming the plan is entered by the
      Bankruptcy Court.

                    Second Lien Agent Objects

The Bank of New York, administrative agent for the Second Lien
Lenders, says the DIP Facility should not be approved because it
is "inappropriate, overreaching and is in the interest of just
one creditor -- the prepetition lenders -- who, conveniently are
also the lenders under the Proposed DIP Facility."

Representing BNY, Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, notes that with little legal or
factual support, the Proposed DIP Facility contains almost every
known form of extraordinary relief:

   -- roll up of $1,050,000,000 of prepetition debt, to be
      secured by all of the Debtors' assets;

   -- lien on avoidance actions;

   -- Section 506(c) waiver; and

   -- binding finding of fact with respect to validity of liens,
      with only a 60-day challenge period and $75,000 budget and
      a limited opportunity for certain parties to challenge the
      value of the collateral securing the First Lien obligations
      and the roll up of prepetition debt in excess of
      $750,000,000.

Mr. Landis adds the DIP Facility grants the First Lien Lenders
outright control of the Debtors.  He cites, among other things,
(i) the immediate retention of a CRO that must be acceptable to
the First Lien/DIP Lenders, (ii) the Debtors' abandonment of
right to plan exclusivity, and (iii) forced resignation of the
executive committee/board of directors if the Debtors fail to
propose a satisfactory plan within the alloted time.

Moreover, the cost of the DIP Facility is excessive, asserts
Mr. Landis, noting, among other things, the applicable margin on
$1,000,000,000 of rolled up prepetition debt is at least two
times higher than the pricing to the same loans under the First
Lien Credit Agreement, constituting a transfer of tens of
millions of dollars of value in the context of a $1,050,000,000
roll-up.  "The proposed DIP Facility's interest rates and fees
push (or more aptly rip through) the envelope of the postpetition
financing market," Mr. Landis asserts, pointing out that the
interest rate has been increased to LIBOR plus 7.50% and ABR plus
6.50% on the Roll-up, from LIBOR plus 2.75% and ABR plus 1.75% in
the First Lien Agreement.

BNY notes that in complete disregard of the Bankruptcy Code, the
Debtors provide no adequate protection for the Second Lien
Lenders, notwithstanding the use of cash collateral without their
consent.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 2;
http://bankrupt.com/newsstand/or 215/945-7000).   


LANDSOURCE: Wants to Employ Kurtzman Carson as Claims Agent
-----------------------------------------------------------
LandSource Communities Development LLC and its debtor-affiliates  
ask the U.S. Bankruptcy Court for the District of Delaware for  
authority to employ Kurtzman Carson Consultants LLC as the
Debtors' claims and noticing agent for their Chapter 11 cases.

Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and
Procedure for the United States Bankruptcy Court for the District
of Delaware requires, in all cases with over 200 creditors, that
the debtor file a motion to retain a noticing agent within 10
days after the commencement of the debtor's case.

As claims and noticing agent to the Debtors, KCC is expected to:

   a. notify all potential creditors of the commencement of
      the Debtors' Chapter 11 cases and of the setting of the
      first meeting of creditors pursuant to Section 341(a)
      of the Bankruptcy Code;

   b. notify parties-in-interest of requests for first day relief
      and the first day hearing agenda;

   c. prepare and serve other motions, applications, requests
      for relief, hearing agendas, and related documents on
      behalf of the Debtors;

   d. prepare and maintain an official copy of the Debtors'
      schedules of assets and liabilities and statements
      of financial affairs, list the Debtors' known creditors and
      the amounts owed;

   e. maintain a copy service from which parties may obtain
      copies of relevant documents in the cases;

   f. notify all potential creditors of the existence and amount
      of their respective claims as set in the Schedules;

   g. furnish a form for the filing of proofs of claim, after
      approval of a notice and form by the Court, and providing
      notice of the bar date for filing the proofs of claim;

   h. file with the Bankruptcy Clerk's Office a copy of the bar
      date notice, a list of persons to whom it was mailed, and
      the date the notice was mailed;

   i. docket all claims received, maintain the official claims
      register for each Debtor on behalf of the Clerk's Office,
      and providing the Clerk's Office with certified duplicate
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

   j. specify in the applicable Claims Registers these
      information for each claim docketed:

        (i) the claim number assigned,

       (ii) the date received,

      (iii) the name and address of the claimant and agent, if
            applicable, who filed the claim, and

       (iv) the classification of the claim;

   k. implement necessary security measures to ensure the
      completeness and integrity of the Claims Registers;

   l. relocate all of the actual proofs of claim filed with the
      Court not less than weekly;

   m. record all transfers of claims and provide any notices of
      the transfers required by Rule 3001 of the Federal Rules of
      Bankruptcy Procedure;

   n. make changes in the Claims Registers pursuant to Court
      order;

   o. turn over to the Clerk's Office copies of the Claims
      Registers for review by the Clerk's Office, upon completion
      of the docketing process for all claims received to date by
      the Clerk's Office;

   p. maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or
      the Clerk's Office;

   q. establish and maintain a case Web site with case
      information, including key dates, service lists, and free
      access to the case docket within three days of docketing;

   r. assist with the solicitation and the calculation of votes
      and distributions as required in furtherance of
      confirmation and consummation of plan(s) of reorganization;
      and

   s. submit an order dismissing KCC as the Court's outside agent
      and terminate the services of KCC upon completion of its
      duties and responsibilities, 30 days prior to the closing
      of the cases.

The Debtors estimate that there are in excess of 5,000 creditors
in their Chapter 11 cases.  The Debtors expect many of the
creditors to file proofs of claim.  It appears that the noticing,
receiving, docketing, and maintaining of proofs of claim in this
volume would be unduly time consuming and burdensome for the
Clerk's Office.  The appointment of KCC as the Court's outside
agent will relieve the Court and the Clerk's Office of heavy
administrative and other burdens.  Additionally, the retention of
KCC as the claims and noticing agent will promote the effective
administration of the Debtors' estates.

The Debtors agree to pay KCC for its services, expenses and
supplies at the rates or prices set by KCC and in effect on the
day the services or supplies are provided, in accordance with the
KCC Fee Structure.

The Debtors further agree to pay fees set by KCC related to
transportation, lodging, meals, publications, postage and other
third-party charges, in addition to the hourly consulting fees
stated in the KCC Fee Structure.  Where the fee for these items
is expected to exceed $10,000 monthly.  KCC may require advance
payment.

KCC will also receive a retainer of $50,000 for services to be
performed and expenses to be incurred during the Chapter 11
cases.

Sheryl Betance, director of restructuring services of KCC,
assures the Court that her firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 2;
http://bankrupt.com/newsstand/or 215/945-7000).    


LEGEND HOMES: Files for Chapter 11 Bankruptcy in Oregon
-------------------------------------------------------
Legend Homes/Matrix Development, a privately held corporation,
elected to file for Chapter 11 Bankruptcy protection at the
Portland, Ore. United States Oregon District Court on June 10,
2008.

The filing allows the corporation to implement restructuring of
its debts.  As part of the restructuring, the corporation has set
aside capital to fund the company's operations during the Chapter
11 case as well as after the company emerges from Chapter 11.  In
addition, the restructuring, if approved by the Court, will result
in a substantial de-leveraging of finances.

The company's senior management decided, in part, to file for
Chapter 11 to protect their home building operations from margin
calls on land holdings by their lenders.  Margin calls result when
properties drop in value, pushing loan ratios beyond the terms of
the original loan.  This has become a factor in their holdings in
other markets.

Corvallis Gazette-Times relates that Legend Homes' lender, Key
Bank, refused to extend the company more credit in May.  As a
result, Legend Homes was unable to pay about $1,000,000 in
subcontractor bills last month, the report says.

"Because of recent issues related to the national credit crisis,
we understand the need of our financial partners to stay viable
and also stay within federal mandates.  Yet we had to make this
necessary move to protect our interests," says Legend Homes'
President Jim Chapman.

The company has secured the services of specialists to propose a
plan that allows the company to continue operations and maintain
commitments, while resolving the land debts going forward.

The company will seek Court approval of the plan as soon as
possible.  Legend Homes/Matrix Development expects to emerge from
Chapter 11 by year end.  Mr. Chapman said that homebuilding, sales
and other operations are intended to continue during the
reorganization process.

"This is not an effort to avoid responsibility," Mr. Chapman said.  
"It is, in fact, intended to resolve issues from current market
and industry challenges, meet our obligations, and protect our
buyers who are still under warranty or in the contract stage."

Chapter 11 is a business tool that has been successfully used by
corporations such as Apple Computer, Sears, K-Mart, United
Airlines, Macy's, Texaco and Kimball Hill Homes, the company's
news statement said.

Started in Portland, Ore., in 1965, Legend Homes and parent
company Matrix Development -- http://www.legendhomes.com/-- have  
developed, designed and built approximately 12,500 homesites,
homes, townhomes and condominiums.


LEGEND HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Matrix Development Corp.
             aka Legend Homes
             aka EIN: 93-0604342
             12755 S.W. 69th Ave., Ste. 100
             Portland, OR 97223

Bankruptcy Case No.: 08-32798

Type of Business: The Debtor develops, designs and builds
                  approximately 12,500 homesites, homes, townhomes
                  and condominiums.  See
                  http://www.legendhomes.com

Chapter 11 Petition Date: June 10, 2008

Court: District of Oregon

Judge: Trish M. Brown

Debtors' Counsel: David A. Foraker, Esq.
                  Email: david.foraker@greenemarkley.com
                  1515 S.W. 5th Ave., Ste. 600
                  Portland, OR 97201
                  Tel: (503) 295-2668
                  http://www.greenemarkley.com

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Keybank, NA                    bank loan & guaranty  $22,328,250
Mailcode: OR#20-21-0481        of affiliate debt;
1211 S.W. 5th Ave., Ste. 481   value of collateral:
Portland, OR 97204             $12,890,232
Attn: Craig Anderson
Keybank, NA
1100 E. 6600 S. Ste. 120
Salt Lake City, UT 84121
Tel: (801) 270-2123

Bank of America, NA            bank loan; line       $16,191,989
Attn: Brian Jarchow            of credit and
121 S.W. Morrison St., 7th Fl. guaranty of former
Portland, OR 97204             affiliate debt; value
Tel: (503) 973-6711            of collateral:
                               $9,778,762

Columbia River Bank            bank loans; value of  $16,601,859
Portland Loan                  collateral:
Attn: Bonnie Fletcher          $11,576,150
Prod. Offices
5665 Meadows Rd., Ste. 300
Lake Oswego, OR 97035
Tel: (503) 906-2500

M&T Mortgage Corp.             bank loans and        $15,897,191
Attn: Jim Collins              guaranty of affiliate
5285 S.W. Meadows Rd. Ste. 290 debt; value of
Lake Oswego, OR 97035          collateral:
Tel: (503) 603-2555            $1,027,480

First Independent Bank         bank loans and        $7,182,682
1220 M. St. Ste. 1             letter of credit;
P.O. Box 8904                  value of collateral:
Vancouver, WA 98668            $3,451,895
Attn: John F. Grogan
First Independent Bank
1207 Washington St.
Vancouver, WA 98660
Tel: (360) 619-4440

Foutaincourt HOA & COA         breach of contract    $7,106,727
Attn: The Management Group     lawsuit
15350 S.W. Sequoia, Ste. 200
Portland, OR 97224
Attn: Robert O'Halloran, Esq.
McEwen Gisvold, LLP
1100 S.W. 6th Ave., Ste. 1600
Portland, OR 97204
Tel: (503) 412-3507

Wells Fargo Bank, NA           bank loan; value of   $2,910,000
550 California St., Ste. 1200  collateral:
MAC A0112-121                  $1,700,000
San Francisco, CA 94104
Attn: Kathy A. Shigeta,
Senior Vice-President
Wells Fargo Private Bank
420 Montgomery St. 8th Fl.
San Francisco, CA 94104
Tel: (415) 975-7946

Key Equipment Finance, Inc.    guaranty of affiliate $1,148,185
66 S. Pearl St.                debt
Albany, NY 12207
Attn: Luke Ferris
Key Equipment Finance, Inc.
11030 Circle Point Rd.
Westminister, CO 80020
Tel: (720) 304-1159

Parr Lumber Co., Inc.          trade debt            $214,124

Ken Leahy                      trade debt            $204,347

Salem Painting Co., Inc.       trade debt            $145,905

Wolcott Plumbing               trade debt            $104,461

Medallion Ind., Inc.           trade debt            $96,872

Paulson's Floor Coverings      trade debt            $93,357

Northwest Earth-Movers, Inc.   trade debt            $82,205

Tri-County Temp Control, Inc.  trade debt            $81,424

Whirlpool Corp.                trade debt            $76,347

Casserly Landscape, Inc.       trade debt            $72,787

Hayes Cabinets, Inc.           trade debt            $68,794

Fettig Construction, Inc.      trade debt            $65,454


LEINER HEALTH: Gets $371MM Bid from NBTY Inc. at June 9 Auction
---------------------------------------------------------------
Leiner Health Products Inc. disclosed that NBTY Inc. submitted the
best and highest bid at an auction for the purchase of
substantially all of its assets on June 9, 2008.

In connection with the auction, NBTY entered into an amended and
restated Asset Purchase Agreement for the purchase of
substantially all of the assets of Leiner for approximately
$371 million plus assumption of certain liabilities.  

The Agreement provides for a downward purchase price adjustment if
the amount of actual working capital at the closing is less than
$110 million, and for an upward purchase price adjustment if the
amount of actual working capital at closing is greater than
$110 million.

The Agreement is subject to the approval of the bankruptcy court
presiding over Leiner's chapter 11 bankruptcy proceedings.  The
purchase transaction is also subject to regulatory and other
customary approvals and customary closing conditions.  NBTY
expects to consummate the acquisition by no later than
September 2008.

"The Leiner acquisition reflects our ongoing efforts to better
meet the needs of our customers by providing them with the highest
quality service and continuous product supply," Scott Rudolph,
NBTY chairman and CEO, said.  "We continue to seek acquisitions
which will enhance our position as the worldwide leader in the
nutritional supplement industry and further our ongoing efforts to
generate growth and increase shareholder value."

                         ABOUT NBTY Inc.

NBTY Inc. (NYSE: NTY) -- http://www.NBTY.com/-- manufactures,  
markets and distributes line of quality nutritional supplements in
the United States and throughout the world.  Under a number of
NBTY and third party brands, the company offers over 22,000
products.

                      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.


LILLIAN VERNON: Wants to Extend Plan Filing Period to Oct. 31
-------------------------------------------------------------
Lillian Vernon Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

   a) file a Chapter 11 plan until Oct. 31, 2008; and

   b) solicit acceptances of that plan until Dec. 30, 2008.

A hearing set for June 25, 2008, to consider approval of the
Debtors' request.  Objections, if any, are due June 18, 2008.

The Debtors tell the Court that they need additional time to
formulate a Chapter 11 plan of reorganization that maximizes
returns to creditors.

The Debtors intend to use the extension periods to complete the
transfer of all assets to Current USA Inc., a subsidiary of Taylor
Corporation.  As reported in the Troubled Company Reporter on
April 7, 2008, the Court authorized the Debtors to sell all their
assets to Current USA for $15.8 million.  Current USA was the
successful bidder at an April 1 auction beating Creative Catalog
Corp.

In addition, the Debtors will use the time to liquidate their
remaining assets and resolve several critical issues that will
arise during the wind-down of the assets.

The Debtors' exclusive period to file a plan will expire on June
19, 2008.

                     About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct         
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended Feb. 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D. Del.,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The U.S. Trustee for Region 3 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LUIS MARQUEZ: Voluntary Chapter 11 Petition
-------------------------------------------
Debtor: Luis E. Marquez, Sr.
        aka
        Louie E. Marquez
        1820 Bel Air Street
        Corona, CA 92881

        Alice Marquez-Burruel
        aka
        Alice Burruel
        aka
        Alice Marquez

Bankruptcy Case No.: 08-16891

Chapter 11 Petition Date: June 10, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Georgeann H. Nicol
                  9454 Wilshire Blvd. 6th Floor
                  Beverly Hills, CA 90212-2929
                  Phone: 310-271-6223
                  Fax: 310-271-9805
                  E-mail: georgeannnicol@aol.com

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

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

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

          http://bankrupt.com/misc/ccd08-16891.pdf


LUMINENT MORTGAGE: Chief Investment Officer Papatheoharis Resigns
-----------------------------------------------------------------
Dimitri Papatheoharis resigned as Luminent Mortgage Capital Inc.
Chief Investment Officer in order to pursue other opportunities.

Effective as of the date of his resignation, the company entered
into a separation agreement with Mr. Papatheoharis.  Under the
separation agreement, the company's employment agreement with Mr.
Papatheoharis terminated, except for the indemnification
provisions, and Luminent agreed to pay Mr. Papatheoharis a
severance payment of $140,000 with an initial current payment of
$62,500 and 10 equal monthly installments of $7,750 commencing
June 30, 2008 and the payment of $3,500 in legal fees.  Mr.
Papatheoharis forfeited a 10,000 share restricted stock award that
was not vested.  The separation agreement includes mutual releases
between Mr. Papatheoharis and the company.

San Francisco-based Luminent Mortgage Capital Inc. (OTC: LUMC)
-- http://www.luminentcapital.com/--  is a Real Estate Investment   
trust, or REIT, which, together with its subsidiaries, has
historically invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company announced its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership, or PTP.  

                           *     *     *

Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.  

As a result of these losses the company had a stockholders'
deficit of $223.2 million at March 31, 2008.


MACKLOWE PROPERTIES: Deustche Bank to Sell Three Seized Buildings
-----------------------------------------------------------------
Deutsche Bank is seeking to dispose of three of the seven
buildings it seized from Macklowe Properties, The Wall Street
Journal says, citing sources knowledgeable of the matter.  The
bank's agreements with investors show between 20% and 30% drop in
the original price of the properties, sources said, WSJ reports.

According to WSJ, Shorenstein Properties entered into a $930
million sale agreement with the bank involving 93% equity in Park
Avenue Tower and 850 Third Avenue skyscrapers.  Paramount Group
Inc. is reportedly posed to sign a $1.45 billion deal with the
bank to acquire the skyscraper at 1301 Sixth Avenue.

WSJ relates that the liquidation of the three properties will set
as a gauge in the pricing of prime properties in Manhattan amid
industry woes.

Eastdil Secured and Cushman & Wakefield represent Deutsche Bank
in both transactions.

             $3.9BB Sale Pact with Boston Properties

The Troubled Company Reporter said on May 26, 2008, Boston
Properties Inc. entered into agreements with entities
affiliated with Macklowe Properties to acquire the General Motors
Building and a portfolio of other assets located in New York City
consisting of 540 Madison Avenue, 125 West 55th Street and Two
Grand Central Tower for an aggregate purchase price of
approximately $3.9 billion.

The purchase price consists of about $1.4 billion in cash, the
issuance to one of the selling entities of $10.0 million of common
units of limited partnership interest in Boston Properties Limited
Partnership, and the assumption of about $2.5 billion of fixed
rate debt.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that  
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe,
whose son, William Macklowe, serves as the company's president.  
The company currently owns about 12,000,000 square feet of office
space and 900 apartment units.

                    Lenders Waive Loan Default

As reported in the Troubled Company Reporter on May 5, 2008,  
A spokesperson for Macklowe Properties founder stated Feb. 15,
2008, that Mr. Macklowe obtained a waiver extending the maturity
of his billions of dollars in debts owed to two major lenders,
Deutsche Bank AG and Fortress.

As previously reported by the TCR, Mr. Macklowe owes Deutsche Bank
about $5,800,000,000, and Fortress about $1,200,000,000, plus
accrued interest.  Both of the debts, secured by Mr. Macklowe's
$7,000,000,000 real property in Manhattan, originally matured
Feb. 9, 2008.


MARY TABOR: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Merri A. Tabor
        11802 Brookville Landing Court
        Bowie, MD 20721

Bankruptcy Case No.: 08-17673

Chapter 11 Petition Date: June 9, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Donald L. Bell, Esq.
                  The Law Office of Donald L. Bell, LLC
                  9701 Apollo Drive
                  Suite 481
                  Upper Marlboro, MD 20774
                  Tel: (301) 773-8631
                  Fax: (301) 773-8634
                  E-mail: donbellaw@yahoo.com

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Countrywide Home Loans           Conventional Real     $815,311
450 American Street              Estate Mortgage
Simi Valley, CA 93065

                                 Credit Line Secured   $162,000

Ocwen Loan Servicing L           Conventional Real     $658,797
12650 Ingenuity Drive            Estate Mortgage
Orlando, FL 32826

                                 Mortgage              $164,220


Wells Fargo Hm Mortgage          Conventional Real     $425,011
8480 Stagecoach Circle           Estate Mortgage
Frederick, MD 21701

Wachovia Mortgage, Fsb           Conventional Real     $225,640
                                 Estate Mortgage

Dorris Johnson                   Lawsuit - Pending     $150,000  

Litton Loan Servicing            Mortgage              $108,620

Chase                            CreditCard             $48,604

Well Fargo Home Mortgage - SC    Line of Credit         $41,000

Land Rvr                         Lease                  $36,938

Providan                         Credit Card Purchases  $35,000

Wells Fargo Bank Nv Na - Montana                        $31,000

Anita W. Norman                  Lawsuit Pending        $25,000

Dcfs USA LLC                     Lease                  $21,295

Chrysler Financial               Automobile             $15,747

Police Fcu                                              $15,328

Bank of America                  CreditCard             $11,417

Citi Business Card                                      $10,900


MEDICURE INC: February 29 Balance Sheet Upside-Down by C$3,907,564
------------------------------------------------------------------
Medicure Inc.'s consolidated balance sheet at Feb. 29, 2008,
showed C$39,801,126 in total assets and C$43,708,690 in total
liabilities, resulting in a C$3,907,564 total stockholders'
deficit.

The company reported a net loss of C$22,674,602 on net product
sales of C$702,870 for the third quarter ended Feb. 29, 2008,
compared with a net loss of C$8,365,304 on net product sales of
C$2,522,356 in the same period ended Feb. 28, 2007.

Net product sales are lower for the three month period ended
Feb. 29, 2008, as compared to the same period in fiscal 2007
because of the reconfiguring of the company's commercial
operations during the first quarter of fiscal 2008 and the decline
in demand from hospitals.  

The consolidated net loss resulted mainly from costs of the
company's clinical development programs, primarily being the Phase
3 MEND-CABG II study, and the write-down of MC-1 CABG and
AGGRASTAT(R) intangible assets resulting from the unfavourable
results of the MEND-CABG II study resulting in changes to the
company's commercial plans and the continued decline in
AGGRASTAT(R) product revenues.

                       Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.  

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavourable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.  

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.  

                       About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX: MPH;
Amex: MCU) -- http://www.medicure.com/-- is a fully integrated  
biopharmaceutical company focused on the research, development and
commercialization of novel compounds to treat cardiovascular
disorders.


MEDICURE INC: Receives Listing Noncompliance Notice from AMEX
-------------------------------------------------------------
Medicure Inc. received a letter from the American Stock Exchange,
stating that the Amex has determined that Medicure is not in
compliance with certain continued listing standards and has become
subject to the procedures and requirements of Section 1009 of the
Company Guide.

Specifically, Medicure is not in compliance with section
1003(a)(i) of the Company Guide with shareholders' equity of less
than $2,000,000 and losses from continuing operations and/or net
losses in two out of its three most recent fiscal years; section
1003(a)(ii) of the Company Guide with shareholders' equity of less
than $4,000,000 and losses from continuing operations and/or net
losses in three out of its four most recent fiscal years; section
1003(a)(iii) of the Company Guide with shareholders' equity of
less than $6,000,000 and losses from continuing operations and/or
net losses in its five most recent fiscal years; and section
1003(a)(iv) of the 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 meet its obligations as they mature.

This letter does not impact Medicure's listing on the Toronto
Stock Exchange.

In order to maintain its Amex listing, Medicure must submit a
business plan to the Amex by June 23, 2008, advising Amex of the
action Medicure has taken, or will take, to bring it into
compliance with the relevant continued listing standards within a
maximum of 18 months.  If, after evaluation by the Listing
Qualifications Department, the Amex determines that Medicure's
plan provides a reasonable demonstration of an ability to regain
compliance with the continued listing standards within 18 months,
Medicure's plan will be accepted and Medicure may be permitted to
continue its listing during the plan period.  During this time,
Medicure will be subject to periodic review to determine whether
it is making progress consistent with its plan.

"This notice is based on our financial statements for the period
ended February 29, 2008," Medicure's President and CEO, Albert D.
Friesen, PhD, stated.  "Since that time, we have taken some
corrective actions, which will be reflected in the business plan
we plan to submit to Amex."

The company's plan to address the expected shortfall of working
capital is to secure additional funding within the next several
months, continue to increase operating revenue, and reduce
operating expenses.  There is no certainty that the company will
be able to obtain any sources of financing on acceptable terms, or
at all, or that it will increase product revenue.

Headquartered in Winnipeg, Medicure Inc (TSE:MPH) --
http://www.medicure.com/-- is a biopharmaceutical company focused   
on the research, development and commercialization of novel
compounds to treat cardiovascular disorders.

Cardiovascular medicine represents the largest pharmaceutical
sector, with annual global sales of over $70 billion. Medicure
aims to make a global impact on cardiovascular disease and stroke
by reducing deaths, improving the quality of life and serving the
unmet needs of people who suffer from cardiovascular disease and
stroke.

The company incurred recurring losses in four consecutive
quarters: (i) CDN$16.94 million net loss in quarter ended Nov. 30,
2007; (ii) CDN$15.08 million net loss in quarter ended Aug. 31,
2007; (iii) CDN$13.99 million net loss in quarter ended May 31,
2008; and CDN$8.36 million net loss in quarter ended Feb. 28,
2007.


MIDON RESTAURANT: Files for Chapter 11 Bankruptcy in Albany
-----------------------------------------------------------
Midon Restaurant Corp. filed for Chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court in Albany, New York, on Monday.

The Albany, N.Y., Times-Union reports that the filing was made
nine months after Midon opened an Old Chicago pizza restaurant and
video arcade.  Midon formerly operated Boston Chicken and Burger
King franchises in the Capital Region, the report says.

Times-Union, citing court documents, relates that Midon cited
lower than expected sales and business performance, higher food
and beverage costs, high management turnover, poor kitchen
management and excessive payroll spending as a result of
overstaffing as reasons for its demise.

Donald M. Cepiel Sr., principal of Midon, said in papers filed in
court that he started the business at a time when customers were
cutting back on going out to eat due to the soft economy,
according to Times-Union.  Mr. Cepiel said his cash flow was
impacted by the cost of building the restaurant, and that he needs
to meet a weekly payroll of $22,000, the report says.

A typical Old Chicago restaurant costs $1.2 million to $2 million
to open, Times-Union notes, citing the company's Web site.

Midon reported $41,631 in assets and $1.4 million in liabilities
in the bankruptcy petition, Times-Union says.

The Debtor is seeking permission to allocate funds for payroll
dating to late May, as well as for rent, cleaning, insurance, and
food and beverage purchases, the report adds.

Given the breathing room afforded by the debtor's filing, Mr.
Cepiel said Midon will be able to pay its ongoing operating
expenses -- while it attempts to reorganize its business, the
report continues.


M/I HOMES: Fitch Chips Issuer Default Rating to B+ from BB-
-----------------------------------------------------------
Fitch Ratings has downgraded M/I Homes, Inc.'s Issuer Default
Rating and other outstanding debt ratings as:

  -- IDR to 'B+' from 'BB-';
  -- Series A non-cumulative perpetual preferred stock to
     'CCC+/RR6' from 'B'.

Fitch has also affirmed M/I Homes' senior unsecured debt at 'BB-'
and assigned a Recovery Rating of 'RR2'.

The Rating Outlook remains Negative.

The 'RR2' Recovery Rating on M/I Homes' senior unsecured debt,
including its unsecured revolving credit facility, indicates
superior recovery prospects for holders of this debt issue.  
Although an 'RR2' would typically warrant a two-notch upgrade
(from the 'B+' IDR) to 'BB', Fitch is assigning a 'BB-' rating to
the company's unsecured debt due to the weak housing environment.  
M/I Homes' exposure to claims made pursuant to performance bonds
and the possibility that part of these contingent liabilities
would have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders.  The
'RR6' on M/I Homes' preferred stock indicates poor recovery
prospects in a default scenario.  Fitch applied a liquidation
value analysis for these RRs.

The downgrade reflects the current difficult housing environment
and Fitch's expectations that housing activity will be even more
challenging than previously anticipated during the balance of
calendar 2008 and that new home activity will still be on the
decline well into 2009.  The anemic economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.  
The ratings changes also reflect negative trends in M/I Homes'
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

M/I Homes maintains an approximate 4.8 year supply of total lots
controlled, based on trailing 12 months deliveries, and 4.2 years
of owned land.  Total lots controlled were 13,997 at March 31,
2008, 88.5% of which are owned, and the balance is controlled
through options.  Historically, M/I Homes developed about 80% of
its communities from which it sells product, resulting in
inventory turns that were moderately below average as compared to
its public peers.  During this downturn, M/I Homes has been less
focused on land development.  M/I Homes has been cash flow
positive in each of the last six quarters and has generated
$240.5 million of cash from operations during the last twelve
months.  As a result, M/I Homes has reduced its debt from
$696 million at Sept. 30, 2006 to $241 million at March 31, 2008,
a $455 million reduction.

At the end of March 2008, M/I Homes had $42 million of borrowings
and $135.9 million of availability under its $250 million
revolving credit facility.  In March 2008, M/I Homes amended its
revolving credit facility to, among other things, reduce the
aggregate commitment from $500 million to $250 million and modify
the tangible net worth and interest coverage covenants.  M/I
Homes' revolving credit facility matures in October 2010.

Up until 2005, acquisitions had not played a part in the company's
operating strategy, as management has preferred to focus on
internal growth.  However, in July 2005 the company did acquire
Shamrock Homes, a small privately held homebuilder in Lake County,
FL that is adjacent to the greater Orlando market where M/I Homes
has been building since 1985.  In May 2007, M/I Homes announced
its greenfield entry into the Chicago market.  Any future
acquisitions are likely to be relatively small, either bolt-on to
existing operations or entry into new markets.


NATIONAL HOUSING: Has $19.7MM Partners' Deficit at Sept. 30, 2006
-----------------------------------------------------------------
National Housing Trust Limited Partnership filed with the U.S.
Securities and Exchange Commission financial results of its third
quarter ended Sept. 30, 2006, on June 5, 2008.  The company is a
limited partner in limited partnerships owning and operating
properties qualifying for low-income housing tax credits.  

The company is in the process of preparing its Form 10-K for 2006,
and its Form 10-Q for the periods ending March 31, 2007, and
June 30, 2007.  

The company is a limited partner in limited partnerships owning
and operating properties qualifying for low-income housing tax
credits.  The company did not receive financial information from
some of those limited partnerships in time for it to prepare and
file its annual report on Form 10-K for the period ending
Dec. 31, 2006, and its Form 10-Q for the periods ending March 31,
2007, and June 30, 2007.

At Sept. 30, 2006, the company's combined balance sheet showed
$25,237,000 in total assets and $40,929,000 in total liabilities,
resulting in a $19,692,000 total partners' deficit.

The company's combined balance sheet at Sept. 30, 2006, also
showed strained liquidity with $1,884,000 in total current assets
available to pay $23,345,000 in total current liabilities.

The company reported net income of $10,863,000, on total revenues
of $1,059,000 for the third quarter ended  Sept. 30, 2006,
compared with a net loss of $424,000, on total revenues of
$1,041,000, in the same period ended Sept. 30, 2005.

Total revenues were $3,145,000 during the first nine months of
2006, compared with total revenues of $3,118,000 in the same
period ended Sept. 30, 2005.  The company reported net income of
$14,652,000 during the first nine months of 2006, compared to a
net loss of $1,189,000 during the same period of 2005.

The major reason for the increase in income in 2006 as compared to
2005 was the sale of eight rental properties in the first nine
months of 2006 as compared to the sale of only one rental property
in the first nine months of 2005.  The book gain on the sale of
those eight rental properties in 2006 totaled $16,406,000.  The
book gain on the sale of the single rental property in 2005 was
$18,000.  

NHTLP's net income as of Sept. 30, 2006, and Sept. 30, 2005, if
the gain on the sale of the rental properties is not included in
the calculation, is a loss of $1,754,000 for 2006 and a loss of
$1,207,000 for 2005, an increase of $547,000 (45.3%) from 2005 to
2006.

Full-text copies of the company's combined financial statements
for the quarter ended Sept. 30, 2006, are available for free at:

               http://researcharchives.com/t/s?2d95

                      About National Housing

Founded in 1987 and based in Columbus, Ohio, National Housing
Trust Limited Partnership invests in low-income housing
development properties in the United States.  It acquires,
maintains, and operates various housing properties.  NHT Inc.
serves as the general partner of the company.

The current focus of NHTLP is disposition of its rental
properties.


NBTY INC: Offers $371 Million for Leiner Health Assets
------------------------------------------------------
Leiner Health Products Inc. disclosed that NBTY Inc. submitted the
best and highest bid at an auction for the purchase of
substantially all of its assets on June 9, 2008.

In connection with the auction, NBTY entered into an amended and
restated Asset Purchase Agreement for the purchase of
substantially all of the assets of Leiner for approximately
$371 million plus assumption of certain liabilities.  

The Agreement provides for a downward purchase price adjustment if
the amount of actual working capital at the closing is less than
$110 million, and for an upward purchase price adjustment if the
amount of actual working capital at closing is greater than
$110 million.

The Agreement is subject to the approval of the bankruptcy court
presiding over Leiner's chapter 11 bankruptcy proceedings.  The
purchase transaction is also subject to regulatory and other
customary approvals and customary closing conditions.  NBTY
expects to consummate the acquisition by no later than
September 2008.

"The Leiner acquisition reflects our ongoing efforts to better
meet the needs of our customers by providing them with the highest
quality service and continuous product supply," Scott Rudolph,
NBTY chairman and CEO, said.  "We continue to seek acquisitions
which will enhance our position as the worldwide leader in the
nutritional supplement industry and further our ongoing efforts to
generate growth and increase shareholder value."

                         ABOUT NBTY Inc.

NBTY Inc. (NYSE: NTY) -- http://www.NBTY.com/-- manufactures,  
markets and distributes line of quality nutritional supplements in
the United States and throughout the world.  Under a number of
NBTY and third party brands, the company offers over 22,000
products.

                      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.


NORTHWEST AIRLINES: Seeks Extension of Claims Objection Period
--------------------------------------------------------------
In the Chapter 11 cases of Northwest Airlines Corp. and its
debtor-affiliates, 12,000 claims totaling $129,000,000,000 were
filed, and over 190 requests for payment of administrative
expenses totaling $292,000,000,000 were made by claimants against
the Debtors.

As of May 27, 2008, the Debtors have filed numerous individual
claim objections, as well as 41 omnibus objections -- 40 of which
have been granted except where the Debtors have agreed to
adjourn, withdraw or resolve an Objection to a particular
claimant, Gregory M. Petrick, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, told the U.S. Bankruptcy Court for the
Southern District of New York.

As a result of the Debtors' efforts, there are only roughly 340
unresolved prepetition claims, and 42 unresolved requests for
payment of administrative expenses, Mr. Petrick noted.  The
Debtors will continue to attempt to resolve all outstanding
claims, he added.

Against this backdrop, the Debtors asked the Court to extend up to
Aug. 28, 2008, their time to object to pending (i) prepetition
claims, and (ii) administrative expense claims.

According to Mr. Petrick, the pending Prepetition and
Administrative Expense Claims in the Debtors' Chapter 11 cases
are:

A. Prepetition Claims:

   Claimant                                      Claim No.
   --------                                      ---------
   Equilon Enterprises LLC                         11217
   Air Kaman                                        2503
   ASIG \u2013 Minn Fuel Consortium                      9382
   City of Atlanta                                 10673
   Wilmington Trust Company and                     8175
     Wells Fargo Bank Northwest, N.A.                 
   American Airlines, Inc.                          9310
   Mickey P. Foret                                 10987
   Mickey P. Foret                                 11309
   Mickey P. Foret                                 11368
   Aviation Consultants, LLC.                      10986
   Transportation Security                          8361
   Port of Seattle                                 11232
   Evergreen Air Center, Inc.                       5188
   Worldspan Technologies Inc.                     12371
   City of Los Angeles                              8424
   New York Taxation and Finance Dept.              2685
   GE Engine Services, Inc.                        10693
   GE Engine Services \u2013 McAllen, LP                10697

B. Administrative Expense Claims:

   Claimant                                      Claim No.
   --------                                      ---------
   U.S. Bank National Association                  12471
   U.S. Bank National Association                  12466
   Nord/LB-Norddeutsche Landesbank Girozentrale    12475
   Bank of America, N.A.                           12491
   Starwood Canada Corp.                           12438
   In Flight Services, USA, Inc.                   12468
   Transportation Security Administration          12474
   ALG DC-9, L.L.C.                                12479
   City of Los Angeles                             12365
   Treasury Dept.                                  12411
   Internal Revenue                                12413
   City of Atlanta                                 12448
   U.S. Customs and Border Protection              12473

Mr. Petrick explained that the extension will allow the Debtors to
continue their efforts to achieve non-judicial resolutions of the
Pending Prepetition and Administrative Expense Claims, and would
avoid the cost and expense of drafting and filing objections to
disputed claims that may ultimately come to a stipulated
resolution.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 94;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2008,
Moody's Investors Service downgraded the Corporate Family Rating
of Northwest Airlines Corp. to B2 from B1, as well as the ratings
of its outstanding corporate debt instruments and selected classes
of Northwest's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from
SGL-2. The ratings remain on review for possible downgrade.


NORTHWEST AIRLINES: Seeks Dissolution of Sub-Reserves
-----------------------------------------------------
Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington, D.C., told the U.S. Bankruptcy Court for the Southern
District of New York that at the time of the confirmation hearing
on their Plan of Reorganization, Northwest Airlines Corp. and its
debtor-affiliates analyzed the pool of Class 1-D Claims and
determined that the filed amount of all claims well-exceeded the
Debtors' estimate of the amount of claims that would ultimately be
allowed in their Chapter 11 cases.  

To maximize the consideration distributed on the effective date
of their Plan, the Debtors moved to establish a Distribution
Reserve that held fewer shares than could satisfy the filed
amount of all disputed and allowed claims, Mr. Ellenberg noted.

In resolution of certain objections to their Distribution Reserve
Motion, the Debtors established sub-reserves within the general
Distribution Reserve for the benefit of the Objecting Sub-reserve
Creditors, Mr. Ellenberg stated.  The Sub-reserves set aside
shares for the benefit of the Sub-reserve Creditors to protect
them against the eventuality that the Distribution Reserve would
be insufficient to satisfy all claims.   

Mr. Ellenberg informed the Court that there are enough shares in
the Distribution Reserve to satisfy all remaining claims,
including the remaining Disputed Claims held by the Sub-reserve
Creditors.  "The SubReserves are no longer required to protect the
SubReserve Creditors, and should be dissolved," he concluded.

The current total pool of Allowed and Disputed Claims in Class 1D
is $8,580,000,000, of which $7,900,000,000 is allowed, and
$682,000,000 remains disputed.  Approximately 17,900,000 shares
remain in the Distribution Reserve with respect to General
Unsecured Claims, which are sufficient to provide the same pro
rata distribution to the holders of the remaining Disputed Claims
as creditors holding Allowed Claims as of the Effective Date
received, Mr. Ellenberg emphasized.

Accordingly, the Debtors sought the Court's authority to dissolve
the Sub-reserves, and release the funds into the general
Distribution Reserve.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News, Issue No. 94;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2008,
Moody's Investors Service downgraded the Corporate Family Rating
of Northwest Airlines Corp. to B2 from B1, as well as the ratings
of its outstanding corporate debt instruments and selected classes
of Northwest's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from
SGL-2. The ratings remain on review for possible downgrade.


OAKS GROUP: Gets Interim OK to Use Compass Bank's Cash Collateral
-----------------------------------------------------------------
The Oaks Group Inc. obtained interim permission from the U.S.
Bankruptcy Court for the Southern District of Florida to use the
cash collateral securing its obligations to Compass Bank, Ben
Fidler of The Deal says.

The Debtor intends to liquidate its unfinished condominium project
in Broward County, Florida, The Deal reports.

According to The Deal, the Debtor is among those hit by the
housing slump in the past year.

The Debtor disclosed ongoing negotiations with Compass Bank and an
undisclosed investor relating to the restructuring of the Debtor's
debts, The Deal says.  In addition to the asset sale, the Debtor
is mulling at a potential capital injection, the report adds.

The Debtor owes Compass Bank $15.5 million in secured debt.

The Court is set to convene a final hearing on the Debtor's use of
Compass Bank's cash collateral on June 24, 2008, The Deal reports.

Miami, Florida-based The Oaks Group Inc. develops a condominium
known as The Oaks, a multi-family residential project in Broward
County, Florida.  The Oaks condo consists of three buildings with
25 to 45 units each.  Only one of the buildings has been
completed.  The Debtor filed its chapter 11 petition on June 4,
2008 (Bankr. S.D. Fla. Case No. 08-17468).  Judge John K. Olson
presides over the case.  Jordi Guso, Esq., at Berger Singerman,
PA, represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed assets between $1 million
and $10 million and debts between $10 million and $50 million.


OHIO VALLEY HEALTH: S&P Downgrades Debt Rating to B- from B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B-' from 'B' on Ohio Valley Health Services and Education Corp.'s
debt, issued by Belmont County, Ohio and Ohio County Commission,
West Virginia.  At the same time, Standard & Poor's assigned its
'B-' long-term rating to OVHS&ECs series 2008 bonds, issued by
Belmont County.
     
The 'B-' rating reflects a very weak overall financial profile
highlighted by a limited balance sheet, inconsistent operating
results, and a stable business position in a competitive market in
which it is not the leader.  While fiscal 2007 performance showed
general improvement, much of the improvement from historical
results was attributable to nonrecurring items.  Also, year-to-
date results in fiscal 2008 are not as strong.
     
The stable outlook reflects an improving operating trend.  It is
expected that service-line expansion, recruiting efforts, and
investment in technology will continue to help improve OVHS&EC's
position.  Though management has committed to adding $7 million to
unrestricted cash following the refinancing, any deterioration in
liquidity or inability to sustain and improve profitability
measures could result in a lower rating.  OVHS&EC can achieve a
higher rating if it can sustain operating improvements over time
and strengthen its balance sheet.
     
The series 2008 bonds are part of a financing plan that includes
$17.3 million in tax-exempt bonds and $19.3 million in two bank
loans.  The bond proceeds will be used to refund the series 1998
bonds, refinance an existing bank loan and line of credit,
reimburse OVHS&EC for a surgical suite project, and purchase
equipment.  A pledge of gross receipts and a mortgage lien secure
the bonds.  The obligated group consists of the parent and two
hospitals, the 175-bed Ohio Valley Medical Center in Wheeling,
West Virginia and the 78-bed East Ohio Regional Hospital in
Martin's Ferry, Ohio.  The financial figures cited in this report
refer to unaudited fiscal 2007 results for the system as a whole,
and year-to-date financial results (through Apr. 30, 2008) for the
obligated group alone.  OVHS&EC is not currently party to any swap
transactions.


PACIFIC LUMBER: Seeks Court Ok for $20MM Financing from Lehman
--------------------------------------------------------------
Scotia Pacific Company LLC tells the U.S. Bankruptcy Court for the
Southern District of Texas that it needs to ensure sufficient
liquidity to operate and maintain its value as a going concern,
and to accommodate the possibility that it may have to operate as
a stand alone entity.  

To note, since January 2008, Pacific Lumber Company, Scopac's
debtor affiliate, has had repeated problems paying for logs it
has purchased, or proposed to purchase, from Scopac, Kathryn A.
Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New York,
Scopac's counsel, relates.  Scopac, she adds, is also in a state
of uncertainty until there is an order confirming one of the
proposed Chapter 11 Plans of Reorganization.

Against this backdrop, Scopac, as borrower, seeks the Court's
authority to obtain up to $20,000,000 in postpetition financing
from Lehman Commercial Paper Inc., for itself and as
administrative agent for a syndicate of lenders.

The salient terms of the Lehman DIP Agreement are:

Borrower:            Scotia Pacific Company LLC

Administrative   
Agent and Lender:    Lehman Commercial Paper Inc.

DIP Facility:        Revolving Loan Facility of up to
                      $20,000,000, under which Scopac may borrow
                      in increments of $2,500,000, and is
                      permitted to prepay and re-borrow the
                      amounts.

Purpose:             The proceeds of the DIP Loan will be used
                      to finance Scopac's postpetition working
                      capital needs and general corporate
                      purposes.

                      The DIP Loan Proceeds may not be used to:

                      (a) make any payments or distributions to
                          or on behalf of PALCO;

                      (b) make cash disbursements to pay
                          prepetition obligation; and

                      (c) investigate, commence or prosecute any
                          claim or cause of action against Lehman
                          or the Lehman DIP Lenders.

Interest Rates:      Non-default rate of 8.5%
                      Default rate of 12.5%

Fees:                Scopac propose to pay Lehman a $500,000
                      work fee -- about $150,000 of which was
                      paid on May 30, 2008, with the Court's
                      approval.  

                      Scopac deems it appropriate and necessary
                      to pay Lehman the remaining $350,000 of the
                      work fee to ensure that the proposed
                      financing will remain available to it
                      pending Court approval.  Accordingly, in a
                      separate filing, Scopac asks Judge Schmidt
                      for permission to reimburse Lehman an
                      additional $350,000 for fees and expenses
                      the firm incurred or will incur in
                      connection with the document preparations
                      of the DIP financing.

                      A monthly administrative fee for $5,000
                      will be payable in advance each month and
                      non- refundable upon payment.
               
Maturity:            The DIP Facility will mature on the earlier
                      of:

                         (i) December 4, 2008; or

                        (ii) the effective date of any confirmed
                             plan of reorganization in Scopac's
                             Chapter 11 case.

                      The Lehman DIP Agreement provides for  
                      extensions of the December 4 repayment date
                      to March 4, 2009, and June 4, 2009, upon
                      fulfillment of certain conditions.

Priority & Liens:    All of Scopac's Obligations with respect to
                      the Lehman DIP Facility will be secured by,
                      under Section 364 of the Bankruptcy Code:

                      * a superpriority claim and perfected first
                        priority Lien on in all presently
                        encumbered assets of Scopac;

                      * a perfected Lien on all of Scopac's
                        property that is subject to valid,
                        perfected and non-avoidable Liens or to
                        valid Liens in existence on the Petition
                        Date that are perfected;

                      * a perfected first priority priming Lien
                        on all of Scopac's property (x) that is
                        subject to a valid Lien or security
                        interest in effect on the Petition Date
                        to secure any of the Timber Note
                        Obligations and (y) that is subject to a
                        valid Lien granted after the Petition
                        Date to provide adequate protection in
                        respect of the Timber Note Obligations,
                        subject only to certain carve-outs.

                      The liens and security interests granted
                      pursuant to the DIP Financing do not prime,
                      and will be junior to, the prepetition
                      liens of the Prepetition Lenders, including
                      the Bank of America, as securing the
                      Prepetition Credit Agreement.

Carve-Out:           Refers to an amount of up to $_______ for
                      all fees required to be paid to the Clerk
                      of the Bankruptcy Court and the Office of
                      the Unites States Trustee under 28 U.S.C.
                      Section 1930(a).

Events of Default:   Usual and customary events of default,
                      including, among others:  

                      -- non-payment of principal, interest or
                         fees;

                      -- the appointment of a Chapter 11 Trustee
                         in Scopac's bankruptcy cases;

                      -- a judgment or allowance entered of more
                         than $5,000,000 in favor of the state
                         government, federal government or qui
                         tam plaintiffs against Scopac with
                         regard to the claim that Scopac
                        defrauded the government in connection
                        with the Headwaters Agreement.

A full-text copy of the Lehman DIP Agreement is available for
free at http://bankrupt.com/misc/PALCO_LehmanDIPAgreement.pdf

Scopac tells Judge Schmidt that its management has concluded
after appropriate investigation and analysis that Lehman's
proposal is the best -- and only viable -- option for
postpetition financing.  "Scopac negotiated the terms of the DIP
Financing with Lehman at arm's-length and in good faith," Ms.
Coleman maintains.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 62;
http://bankrupt.com/newsstand/or 215/945-7000).    


PACIFIC LUMBER: Court Says Marathon/Mendocino Plan Confirmable
--------------------------------------------------------------
The Hon. Richard Schmidt of the United States Bankruptcy Court for
the Southern District of Texas, in a ruling dated June 6, 2008,
(i) supported the confirmation of the Modified First Amended Joint
Plan of Reorganization for the Debtors proposed by Marathon
Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and
the Official Committee of Unsecured Creditors; and (ii) denied
confirmation of the First Amended Chapter 11 Plan for Scotia
Pacific Company LLC, proposed by The Bank of New York Trust
Company, N.A., Indenture Trustee for the Timber Notes.

Judge Schmidt opined that the Marathon/Mendocino Plan is
confirmable, subject to three technical corrections:

   (a) The Plan must provide for the retention of whatever lien
       the Noteholders have on the Headwaters Litigation;

   (b) The Plan must provide for the separation of any recovery
       from litigation in a Litigation Trust which belongs to
       Scopac, for the benefit of Scopac's unsecured creditors;
       and

   (c) The Plan must guarantee the payment of $510 million for
       payment of the Class 6 Secured Timber Noteholder debt.

The Court held, after a careful review of all the expert
testimony at the Confirmation Hearing, that the value of the
Scopac Timberlands is not more than $510 million.

Among other things, the Court pointed out that:

Issues             Marathon/MRC Plan      BoNY Plan
------             ------------------     ---------
Confirmability     Feasible and viable.   Not proven to be
                                           viable.

Reorganization/    Provides for           Provides for
Liquidation        reorganization of      liquidation of Scopac,
                    PALCO & Scopac.        which will result in
                                           liquidation of PALCO.

Credit Bid         --                     No showing on how
                                           Noteholders will pay
                                           costs of credit-
                                           bidding the bonds,
                                           including $21 million
                                           break-up fee to Scotia
                                           Redwood Foundation and
                                           BofA's $36 million
                                           senior secured loan.

                           
Good faith         Compliant with         Laden with conflict
solicitations      good faith             of interest.
                    negotiations.                          

Market Value of    Provides for           Speculative, its
Timberlands at     immediate cash         valuation is premised
$510 million       payment to             on a possible offer to
                    Noteholders for        buy the Timberlands
                    $530 million.          for $603 million, an
                                           amount which has not
                                           proven to be genuine.

Post-confirmation  Mendocino is           Does not provide for
operations         experienced in         any business operation
                    forest industry        at all.
                    operations.           

Exit Financing     No exit financing       --
                    condition

Plan Modification  Non-material           Plan requires further
                    modifications          solicitation due to
                                           dramatic reduced
                                           recovery to unsecured
                                           creditors.

Compliance with    Plan satisfies the     Plan is not feasible:
Sec. 1129(a) of    provisions of      
the Bankruptcy     Sec. 1129(a)(1) to     - No evidence of how
Code               1129(a)(13)              the Debtors'
                                             operations will be
                                             funded during a 10-
                                             month marketing and
                                             sale process of the
                                             Scopac Timberlands.

                                           - No certainty as to
                                             the identity of
                                             an ultimate buyer of
                                             the Scopac
                                             Timberlands.

Cramdown           Plan is fair and       Plan is not designed
Requirements       equitable.             to facilitate Scopac's
under Sec. 1129(b)                        reorganization but
                    - Cramdown             effects a foreclosure
                      requirements are     of the Timberlands.
                      met, and whatever
                      discriminatory
                      treatment has a
                      reasonable basis.

                    - Plan does not
                      discriminate
                      unfairly against
                      Classes 6 or 9.

Compliance with    Plan is preferred by   Voted for by Timber
Sec. 1129(c)       creditors, equity      Noteholders
                    interest holders,     
                    governmental &
                    regulatory agencies
                    and the public.

A full-text copy of the 119-page Findings of Fact and Conclusions
of Law dated June 6, 2008, is available for free at:

               http://researcharchives.com/t/s?2dcf
               
                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 62;
http://bankrupt.com/newsstand/or 215/945-7000).    


PC UNIVERSE: Posts $518,771 Net Loss in 2008 First Quarter
----------------------------------------------------------
PC Universe Inc. reported a net loss of $518,771 on net sales and
services of $7,170,891 for the first quarter ended March 31, 2008,
compared with a net loss of $147,583 on net sales and services of
$8,249,110 in the same period last year.

The company's consolidated balance sheet at March 31, 2008, showed
in $3,702,509 in total assets, $3,149,842 in total liabilities,
and $552,667 in total stockholders' equity.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,945,238 in total current assets
available to pay $3,061,306 in total current liabilities.

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

               http://researcharchives.com/t/s?2db4

                       Going Concern Doubt

Reznick Group, P.C., in Vienna, Virgina, expressed substantial
doubt about PC Universe Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm reported
that the company was not in compliance with the financial
covenants under its line of credit with IBM Credit, LLC at
Dec. 31, 2007.  A default of the covenants could result in a
termination of the credit agreement.  

In April 2008, IBM reduced the facility line of credit from
$4,000,000 to $2,000,000.  The company was unable to obtain a
waiver for financial covenant defaults which existed as of
Dec. 31, 2007, and March 31, 2008.  

                        About PC Universe

Headquartered in Boca Raton, Fla., PC Universe Inc. (Other OTC:
PCUV.PK) -- http://www.pcuniverse.com/-- operates as a direct  
marketer and value-added reseller of information technology (IT)
products and services to businesses, consumers, educational
institutions, and local, state, and federal governments in the
United States.  The company also provides professional technology
services, such as data processing, consulting, outsourcing,
systems integration, systems repair and maintenance, and
information management.  It markets its products and services are
marketed through Internet marketing activities, direct sales
force, direct mail, e-mail marketing, and company's Web sites,
including PCUniverse.com and PatriotPC.us.


PEERLESS SYSTEMS: Gets Nasdaq Notice on Possible Delisting
----------------------------------------------------------
Peerless Systems Corporation (NASDAQ: PRLS) said that on June 2,
2008, the Company received a letter from Nasdaq providing that:

     (i) due to the resignation of former audit committee member
         Louis Cole on May 22, 2008, the Company was no longer in
         compliance with Nasdaq's three member audit committee
         composition requirement under Rule 4350(d)(2)(A), and

    (ii) Nasdaq will provide the Company a cure period in order to
         regain compliance as follows: the Company has until the
         earlier of the next annual stockholders' meeting or May
         22, 2009 to regain compliance or if the next annual
         stockholders' meeting is held before November 18, 2008,
        then the Company must evidence compliance no later than
        November 18, 2008.

Assuming the Company's next annual meeting of stockholders is held
on August 8, 2008 as scheduled, the Company will be required to
appoint at least one additional independent director to the Audit
Committee to fill the vacancy caused by Mr. Cole's resignation by
November 18, 2008 or face possible delisting from Nasdaq.

The Board of Directors intends to appoint one or more independent
directors to the Audit Committee before the end of this cure
period.

               About Peerless Systems Corporation

Founded in 1982, Peerless Systems Corporation --
http://www.peerless.com/-- is a provider of imaging and  
networking technologies and components to the digital document
markets, which include manufacturers of color, monochrome and
multifunction office products and digital appliances. In order to
process digital text and graphics, digital document products rely
on a core set of imaging software and supporting electronics,
collectively known as an imaging controller. Peerless' broad line
of scalable software and silicon offerings enables its customers
to shorten their time-to-market and reduce costs by offering
unique solutions for multiple products. Peerless' customer base
includes companies such as Canon, IBM, Konica Minolta, Kyocera
Mita, Lenovo, OkiData, Ricoh, RISO, Seiko Epson and Xerox.
Peerless also maintains strategic partnerships with Adobe and
Novell.


PLASTECH ENGINEERED: Wants to Fix Cure for Pacts Included in Sales
------------------------------------------------------------------
In connection with the impending sale of some or all of their
business units and miscellaneous assets, Plastech Engineered
Products Inc. and its debtor-affiliates anticipate that one or
more bids may contemplate the assumption and assignment of certain
of their executory contracts and unexpired non-residential real
property leases.

Pursuant to any Stalking Horse Agreement in the Debtors' proposed
sale of their business units and miscellaneous assets, a
successful bidder may be entitled to designate rights on
executory contracts and unexpired leases of non-residential
property it elects to assume and assign.

Any closing of a sale of one or more of the Debtors' Business
Units is likely to occur by June 30, 2008, and an exercise of
designation rights of the successful bidder could occur pursuant
to a Court order approving the Sale or after the Proposed Closing
Date, Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, relates.

In order to facilitate assumption and assignment of any or all of
the Contracts to the successful bidders, the Debtors seek the
Court's authority to fix the cure amounts on certain executory
contracts, including

    Lease No.       Lessor                     Cure Amount
    ---------       ------                     -----------
      0332      Agilis Capital, LLC              $414,703      
      0436      Agilis Capital, LLC               271,088
      0018      LaSalle Nat'l leasing Corp.       213,034
      0313      Lombard US Equipment Finance      203,931
      0461      Agilis Capital, LLC               189,290
       -a-      General Electric Capital Corp.    170,000
      0338      Agilis Capital, LLC               128,261
      0119      Fifth Third Leasing Company       121,816
      0017      LaSalle Nat'l leasing Corp.       117,135
      0313      Lombard US Equipment Finance      109,249
      0265      CBI Leasing, Inc. - GMAC          108,790    
      0266      CBI Leasing, Inc. - GMAC          106,065

A full list of the Executory Contracts with the corresponding
cure amounts is available for free at:

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

The Debtors also seek the Court's authority to fix the cure
amounts at $0 for each of 39 unexpired non-residential property
leases.  A list of the Leases are available for free at:

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

In the event a successful bidder designates executory contracts
and leases it elects to assume -- or maintains its Designation
Rights, i.e. right to designate certain of the Debtors' executory
contracts and unexpired non-residential real property leases on
or after the closing date -- the Debtors will promptly file a
notice of the contracts sought to be assumed and assigned as of
the Closing Date and file subsequent notices upon later
designations by the successful bidder.  

                      Cure Amounts Objection

All objections to the Cure Amounts must be filed by June 12,
2008.  Otherwise, the Cure Amounts will be fixed, if the
Contracts will be assumed and assigned pursuant to the Court
order, or the proposed order on the Sale of the the Business
Units.  Cure Amount objections that are timely filed will be
heard on June 26, 2008 at 9:30 a.m.

A hearing on the Cure objection will be scheduled for June 26,
2008 at 9:30 a.m. in the event that:

     * a Cure Objection is received by the Cure Objection
       Deadline,

     * the Contract is listed on the First Notice of Contract
       Designations, and

     * the Cure Objection is not resolved on or before the Sale
       Hearing.

Notwithstanding any Cure Objection, the designated contract
associated with the Cure Objection may be assumed and assigned to
the successful bidder as of the Closing Date, provided that the
Debtors or the successful bidder provide adequate assurance of a
prompt cure.

All objections to the assumption and assignment of the contracts
to the successful bidder must be filed by June 21, 2008.   

Section 365(b)(1) of the U.S. Bankruptcy Code allows assumption
and assignment of a debtor's executory contracts and unexpired
leases provided that if there has been a default in an executory
contract or unexpired lease of the debtor, the debtor may not
assume such contract or lease unless, at the time of assumption
of the contract or lease, it cures, or provides adequate
assurance that the trustee will promptly cure, the default.

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


PLASTECH ENGINEERED: Wants to Cap Tax Liens to Allow Credit Bids
----------------------------------------------------------------
In connection with the proposed sale of one or more of their
business units and their miscellaneous assets, Plastech Engineered
Products Inc. and its debtor-affiliates anticipate that the agents
to the term loan lenders may submit one or more credit bids for
assets that secured their claims pursuant to Section 363(k) of the
U.S. Bankruptcy Code.

The Term Loan Lenders include the Prepetition First Lien Term Loan
Lenders, who assert a first priority lien in their fixed
collateral pursuant to the First Lien Term Loan, and the
Prepetition Second Lien Term Loan Lenders, who assert a second
priority in their fixed collateral.

Certain states in which the Debtors do or have done business,
however, limit the ability of a company to grant a first lien on
personal property which is senior to a state's lien securing the
payment of taxes, Gregg M. Galardi, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Wilmington, Delaware, told the U.S.
Bankruptcy Court for the Eastern District of Michigan.

Consequently, for the Term Lenders to credit bid on those assets
pursuant to Section 363(k), the Term Lenders or the co-bidders
must either pay the tax claims or take the assets subject to the
liens.  The Debtors seek to determine the amount or priority of
tax liens on the respective assets.

Based on the Debtors' review of their books and records, claims
held by related taxing authorities as of June 30, 2008, could be
secured by liens senior to the Term Lenders' liens on the Fixed
Collateral for $4,908,329, in the aggregate, details of which is
available for free at:

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

Accordingly, the Debtors ask the Court to fix their maximum
liability to these Taxing Authorities as computed.

Mr. Galardi asserts that the prompt determination of the Tax
Liabilities will assist the Debtors to pursue the sale process
and their eventual emergence from Chapter 11.

                      Objection Procedures

   (a) Any objections must be made in writing, and filed with the
       United States Bankruptcy Court for the Eastern District Of
       Michigan Southern Division so as to be received no later
       than June 12, 2008 by these parties:

       (i) Skadden, Arps, Slate, Meagher & Flom LLP,
           One Rodney Square, P.O. Box 636,
           Wilmington, Delaware 19899-0636,
           Attn: Gregg M. Galardi, Esq.,

           Allard & Fish, P.C.,
           2600 Buhl Building, 535 Griswold St.
           Detroit, Michigan 48236
           Attn: Deborah L. Fish, Esq.,

      (ii) Clark Hill PLC,
           Counsel to the Official
           Committee of Unsecured Creditors
           500 Woodward Avenue, Suite 3500
           Detroit, Michigan 48226
           Attn:  Robert D. Gordon, Esq.,

     (iii) The Office of the United States Trustee
           211 West Fort Street, Suite 700
           Detroit, Michigan 48226.

   (b) All objections must contain information regarding the
       amounts that the Taxing Authorities believe are owed by
       the Debtors as of June 30, 2008 and -- to the extent the
       claims are secured -- whether the objecting Taxing
       Authority believes that the Asserted Claim entitles the
       Taxing Authority to a first priority lien senior to any
       consensual liens granted by the Debtors including those
       liens granted to the Term Lenders and the Debtors
       postpetition lenders.

   (c) If a Taxing Authority does not file an objection by June
       12, 2008, the related Tax Liability will be presumptively
       fixed.  

   (d) If an objection to a Tax Liability is filed by June 12,
       2008, the objection will be heard on June 26, 2008 at 9:30
       a.m.

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


PREMAIR INC: Chapter 11 Case Dismissed After Seizure of Jet
-----------------------------------------------------------
The Hon. Frank J. Otte of the United States Bankruptcy Court for
the Southern District of Indiana, dismissed on June 5, 2008, the
chapter 11 petition of Premair Inc., The Deal's Mike Schoeck
reports.  Judge Otte's decision was based on GE Capital Corp.'s
seizure of the Debtor's single asset, Gulfstream G-IV private jet,
The Deal says.

According to the report, Premair was pushed to cease operations
when secured creditor, GE Capital, seized its aircraft on April
16, 2008.

Debtor representatives, William Tucker, Esq., and Jeffrey Hester,
Esq., at William J. Tucker & Associates LLC, had told the Court
that the Debtor couldn't continue its business without the jet,
The Deal relates.  The Debtor's plan can't be confirmed absent the
support of GE Capital, the report adds.  

Judge Otte allowed GE Capital to repossess the Debtor's jet
because there were no other creditors to object to it, The Deal
quotes court filings as stating.

The Debtor borrowed at least $19.5 million from GE Capital to
acquire the jet, based on the report.  On March 14, 2008, The Deal
recalls that GE Capital declared the Debtor in default of the loan
after it missed its monthly interest payments.

Alexander Terras, Esq., at Reed Smith LLP, represents GE Capital.
James Rossow, Jr., Esq., at Rubin & Levin PC, is GE Capital's
local counsel.

Indianapolis-based Premair Inc. -- http://www.premair.com/--   
trains pilots.  The company filed for bankruptcy protection on
March 24, 2008 (Bankr. S.D. Ind. Case No. 08-03045).  Judge Frank
J. Otte presides the case.  William J. Tucker, Esq., at William J.
Tucker & Associates, LLC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets of $18.8 million and debts $19.5 million.  An
official committee of unsecured creditors wasn't formed in this
case.


PROTECTED VEHICLES: Committee Insists on Conversion to Chapter 7
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Protected
Vehicles Inc. asks the U.S. Bankruptcy Court for the District of
South Carolina to reconsider converting the Debtor's Chapter 11
case to one under Chapter 7.

Michael M. Beal, Esq., at McNair Law Firm, P.A., in Columbia,
South Carolina, notes that the Court previously denied the
Committee's initial conversion motion after finding that the
losses to the estate continue but noting that the Committee failed
to show, by the "narrowest of margins," the absence of a
reasonable likelihood of rehabilitation.

Mr. Beal asserts that the Debtor has and will likely continue to
suffer substantial or continuing losses.  Mr. Beal points out that
the Debtor did not have any contracts in place as of the Petition
Date to manufacture its vehicles.  From the Petition Date through
May 23, 2008, the Debtor relied on steel sale proceeds or cash
infusions from its principals totaling $113,701.  

As of May 23, 2008, the Debtor sold approximately $812,000 worth
of steel (approximately $131,900 more than was originally budgeted
to be sold) to the U.S. Army (which purchased approximately
$300,000 worth of steel) and to Triple-S Steel Supply, LLC (which
purchased approximately $512,000 worth of steel).  In addition,
the Debtor received cash infusions totaling $298,201
(approximately $184,500 more than was budgeted), which has,
apparently, been necessary in order for the Debtor to maintain a
positive cash balance.

In March 2008, the Debtor posted a loss of $9,604 and in April,
the loss increased to $464,623.  The Debtor's statement of
financial affairs showed a loss in excess of $26,000,000 in 2007.
Mr. Beal adds that the Debtor wants to enter into a contract with
Navistar Defense LLC.  According to Mr. Beal, Debtor's CFO, Tom
Thebes, suggested that "the errors in the Navistar agreement would
result a negative $700,000 ending cash balance by the end of
September before even taking into account the value of the steel
sale receivables the Debtor intended to receive and expend."

Moreover, Mr. Beal says, the Debtor's Revised Cash Collateral
Budget does not take into account the legal and professional fees
that the estate has incurred and continues to incur.  "Assuming,
arguendo, that the Debtor could demonstrate that the Navistar
agreement it seeks to enter into is, standing along, cash flow
positive, the revenues generated from any such deal would fall far
short of the amount needed to fund the post-petition
administrative fees the estate is incurring for professional fees,
much less its other post-petition obligations."

"The Debtor has now had approximately four and a half months
(since the Petition Date) to seek additional funding sources and
to find a buyer or investor and has been working with its
investment banker since January 2008.  Notwithstanding the
Debtor˙s efforts and the efforts of its professionals to date, the
Debtor has been unable to attract and procure additional
financing and has been unable to find a buyer or other investor,"
Mr. Beal says.

Furthermore, the Committee asserts, the Debtor's estate has been
grossly mismanaged.  Mr. Beal notes that Revised Cash Collateral
Budget submitted to the Court contained significant and material
errors.  The Budget indicates that the Debtor has not been paying
all of its taxes on time and from February until April 24, 2008,
the Debtor did not pay its payroll liabilities, he adds.

Thus, the Committee asserts, conversion will be the most efficient
and cost-effective way for the Debtor to maximize the value of its
estate for the benefit of its creditors.

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,  
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with a claim for
$15,801,765.  In February 2008, the Debtor listed assets of $24
million and debts of $54.1 million.


PROTECTED VEHICLES: Panel Taps Aurora Management as Fin'l Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Protected
Vehicles Inc. asks the U.S. Bankruptcy Court for the District of
South Carolina for permission to retain Aurora Management
Partners, Inc., as its financial advisors effective as of May 15,
2008.

Aurora is expected to:

   (a) investigate the financial acts and conduct of the Debtor;

   (b) investigate the assets, liabilities and financial
       condition of the Debtor, the operation of the Debtor's
       businesses and any other matters relevant to the case or
       to the formulation of a plan of reorganization or
       liquidation;

   (c) advise the Committee regarding the financial and
       accounting affairs of the Debtor;

   (d) provide litigation support; and

   (e) perform all other financial, accounting and consulting
       services for and on behalf of the Committee that may be
       necessary or appropriate in the administration of the
       Debtor's chapter 11 case.

The firm's hourly rates for the two advisors who will be primarily
involved in the engagement are: $450 per hour for David M. Baker
and $300 per hour for W. Andy Barbee.

Mr. Baker, managing director of Aurora Management Partners, Inc.,
assures the Court that he and the members and associates of his
firm do not have any connection with or any interest adverse to
the Committee or any other party-in-interest, except as disclosed.

A full-text copy of the Engagement Letter and Mr. Baker's
affidavit is available for free at:

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

The Debtor filed a limited objection to the Committee's request.

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,  
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with a claim for
$15,801,765.  In February 2008, the Debtor listed assets of $24
million and debts of $54.1 million.


PROTECTED VEHICLES: Court Okays Excess Steel Sale to Triple-S
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
approved Protected Vehicles Inc.'s request to sell excess steel
inventory, including approximately 307,770 lbs. of Armor Plate
Steel 46100 and approximately 213,620 lbs Structural Steel A 514,
which Assets are on hand at the Debtor's facilities, to Triple-S
Steel Supply LLC for $512,884.50.

The Court rules that the sale is free and clear of all liens,
claims, encumbrances, and other interests, since no objection was
filed by the secured Creditor GC Financial Services.

The Debtor contacted six different entities in an attempt to sell
the Steel.  The Debtor received three bids, one of which was
withdrawn and another was less than the sale proposed to the
Court.  

Triple-S will pay in cash before it takes possession of the Steel
from the Debtor's facility in North Charleston, South Carolina.

The Debtor had reasoned that an emergency situation warrant the
sale of the Steel prior to confirmation of the Debtor's Plan.  The
Debtor badly needs money to fund its Cash Collateral Budget.  The
Court finds the the sale of the Assets is necessary to avoid
irreparable harm to the Debtor's estate and constitutes a
reasonable exercise of the Debtor's business judgment.

The Court heard the objection filed by the Official Committee of
Unsecured Creditors and those objections were overruled.  The
Court also heard the U.S. Marine Corps' Limited Objection, which
asserted that the Marines might have a right in the steel
inventory of the Debtor under the Federal Acquisition Regulation.  
The Marines have preserved their rights in the steel which is
being sold, and the proceeds therefrom, pending a further
inventory of the Debtor˙s assets.   

The Court permits the Debtor to continue to spend its cash
according to the terms set out in the Cash Collateral order,
except that the Debtor has agreed to reduce its spending under
that same Cash Collateral Order according to the Marines' request
pending their further inventory of the Debtor's assets.

"If, after further inventory of the Debtor˙s assets, the Marines
conclude that the Steel, which is to be sold . . ., belongs to the
Marines, it shall promptly bring that conclusion to the attention
of the Court by filing an appropriate motion," the Court stated.

The Court ordered the Debtor to hold in trust any funds received
from the sale of Steel in excess of the Cash Collateral budget.

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,  
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with a claim for
$15,801,765.  In February 2008, the Debtor listed assets of $24
million and debts of $54.1 million.


PROTRON DIGITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Protron Digital Corporation
        Receiver/Designated Responsible Person
        1910 South Archibald Avenue, Suite I
        Ontario, CA 91761
        Tel: (619) 641-1141

Bankruptcy Case No.: 08-16778

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      SpectronIQ Digital, Inc.               08-16779

Type of Business: The Debtors manufacture household video and
                  audio equipment.

Chapter 11 Petition Date: June 6, 2008

Court: Central District Of California (Riverside)

Debtors' Counsel: Brian D. Huben, Esq.
                  (brian.huben@kattenlaw.com)
                  Katten Muchin Rosenman LLP
                  2029 Century Park East, 26th Floor
                  Los Angeles, CA 90067-3012
                  Tel: (310) 788-4400
                  Fax: (310) 788-4471

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of its 20 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sears Holding Corp.                Trade               $2,759,689
3333 Beverly Road
Hoffman Estates, IL 60179

Walgreens                          Trade               $1,158,460
P.O. Box 4025
Danville, IL 61834

Daystar Marketing                  Trade                 $640,966
7510 Williamsburg Drive
Cumming, GA 30041

Kmart Corporation                  Trade                 $282,746
4849 Greenville Avenue
Dallas, TX 7520677

HH Gregg Appliances                Trade                 $207,960

Rex Radio & Television             Trade                 $153,114

Shopko LLC                         Trade                 $152,395

Katten Muchin Rosenman LLP         Legal Services         $88,000

Toys 'R' Us                        Trade                  $86,458

Pamida Stores                      Trade                  $82,627

Douglas P. Wilson                  Services               $77,000

ABC Warehouse Cartage Co.          Trade                  $75,463

National Wholesale Holdings        Trade                  $70,210

Customer Focus Services            Services               $65,555

MEF Realty                         Lease Rent             $54,929

Staples                            Trade                  $38,624

PC Richard & Sons                  Trade                  $36,112

Viscom Technology Group            Trade                  $31,381

Big Sandy Furniture                Trade                  $28,464

Menards                            Trade                  $21,364


QUEENS SEAPORT: City Balks at Prevratil Settlement Agreement
------------------------------------------------------------
The City of Long Beach, California objects to a settlement deal
between the chapter 11 trustee of Queen's Seaport Development Inc.
and Joseph Prevratil and his company, Leisure Horizons, Wendy
Thomas Russell of Press-Telegram in Long Beach, California
reports.

Judge Vincent Zurzolo of the U.S. Bankruptcy Court for the Central
District of California is scheduled to hear the matter on June 24,
2008, Press-Telegram relates.  The City requested the Court to
grant it a 45-day discovery, the report adds.

                     Background to the Dispute

An audit report conducted by city auditor, Grobstein Horwath &
Co., was published Tuesday stating that Mr. Prevratil received
$8 million in salaries and benefits sometime in 2000 through 2007,
Press-Telegram says.  Press-Telegram citing the auditor's report,
said that the money came from Queen's Seaport and the RMS
Foundation, a non-profit organization that runs The Queen Mary
ship for seven years.

Mr. Prevratil had described Leisure Horizons as a vehicle for his
salary payment, Press-Telegram relates.  He was former chief
executive officer of Queen's Seaport and Leisure Horizon.

Press-Telegram says that part of the money paid to Mr. Prevratil
included about $100,000 supposedly for the Debtor's acquisition
and maintenance of a Hawaiian condominium around 2002 and 2004.

Mr. Prevratil explained that he bought the Hawaiian condo together
with Howard Bell via a bonus system, Press-Telegram reports.  To
resolve the issue, Messrs. Prevratil and Bell agreed to sell the
condo, which is now valued at more than of $1 million, Press-
Telegram relates.

City counsel Robert Shannon, Esq., however, asserted that the
$1 million condo proceeds "aren't nearly enough," Press-Telegram
reports.  The attorney accused the case trustee, Howard M.
Ehrenberg, for "leaving a large amount of money on the table" that
should be given back to taxpayers, Press-Telegram notes.

The money given to Mr. Prevratil and Leisure Horizons seem
excessive, Press-Telegram quotes city attorney, Corey Weber, Esq.,
as saying.  Mr. Weber said that about $1 million was transferred
to Mr. Prevratil and Leisure Horizons prior to the bankruptcy of
Queen's Seaport, Press-Telegram says.  Mr. Weber also pointed out
the $325,000 funds from Queen's Seaport and RMS was used to pay
for the personal insurance policy of Mr. Prevratil, Press-Telegram
relates.  Both the prepetition money transfer and the personal
insurance policy were not disclosed in the case of Queen's Seaport
filed with the Court, Press-Telegram quotes Mr. Weber as
asserting.

                 Mr. Prevratil Denies Allegations

Mr. Prevratil denied the city auditor's report saying he and his
company didn't "pocket" the alleged $8 million during the last
seven years, Press-Telegram relates.  Mr. Prevratil commented that
the new allegations shocked him, the report adds.  He said that
the report hadn't considered the expenses he incurred to keep both
companies running, Press-Telegram says.  Mr. Prevratil, in
response to Mr. Weber's allegation, explained that the seemingly
excessive funds he used was in fact enough to run a $30 million
company with 550 workers, Press-Telegram notes.

Mr. Ehrenberg told Press-Telegram he hadn't seen the City's
objection and said that the costs of recovery "far outweigh any
potential benefit" to the estate.  Mr. Ehrenberg maintained that
accepting the settlement was the best option considering the
costs, risks, and time involved in the collection, Press-Telegram
relates.

                      Not a Personal Dispute

Press-Telegram relates that Mr. Prevratil and Long Beach City had
not been in good terms due to rent credits since Queen's Seaport
filed for bankruptcy.  The Debtor's lease was sold in 2007 and the
RMS Foundation was liquidated by Save The Queen, Press-Telegram
reveals.

Mr. Shannon, however, denied that the dispute between the City and
Mr. Prevratil was personal, Press-Telegram notes.

                       About Queen's Seaport

Headquartered in Long Beach, California, Queen's Seaport
Development Inc. -- http://www.queenmary.com/-- operates the      
Queen Mary ocean liner, various attractions and a hotel.  The
company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represented the
Debtor.  Ira Benjamin Katz serves as counsel to unsecured
creditors.  On April 12, 2006, the Court appointed Howard M.
Ehrenberg as the Debtor's chapter 11 trustee.  Mr. Ehrenberg is
represented by Larry D. Simons, Esq., at SulmeyerKupetz PC in Los
Angeles, California.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


REFCO LLC: Multi-Bank to Pay $1.25MM to RCM Plan Administrator
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m. today, June 12, 2008, to
consider the request of Marc S. Kirschner, the Plan Administrator
for Refco Capital Markets, Ltd., for approval of a settlement
agreement and releases he entered into on behalf of RCM, with:

   a. Refco Securities LLC;

   b. Multi-Bank Securities, Inc.; and

   c. Albert Togut, in his capacity as Chapter 7 Trustee for
      Refco, LLC.

The Settlement Agreement resolves (i) the adversary proceeding
commenced by the RCM Administrator against Multi-Bank; and (ii) a
Financial Industry Regulatory Authority Arbitration proceeding
against RSL.

Christopher P. Johnson, Esq., at Kasowitz, Benson, Torres and
Friedman LLP, in New York, relates the RCM Administrator has
investigated and analyzed RCM's books and records and has
determined that Multi-Bank owed RCM an outstanding account debit
balance to RCM of not less than $5,000,000 arising from the
transfer of certain funds to Multi-Bank from an RCM account.

The RCM Administrator commenced the Adversary Proceeding to seek
payment of the RCM Claim.  Multi-bank disputed the RCM Claim and
moved to dismiss the Adversary Proceeding.

Multi-bank commenced the Arbitration against RSL by filing a
statement of claim against RSL in which Multi-bank (i) asserts
that it had entered into certain agreements with RSL related to
the Funds, which Multi-bank believes may be related to the RCM
Claim; (ii) alleges, among other things, that RSL failed to
perform under the agreements, thereby causing damage to Multi-
Bank, and (iii) seeks a determination that no amounts are owed
with respect to the RCM Claim.

To resolve the RCM Claim and the Arbitration, the parties agree,
among others, that:

   i. Multi-Bank will pay $1,250,000 to the RCM Plan
      Administrator;

  ii. Multi-Bank will waive any right to a file a claim for the
      Settlement Amount;

iii. Multi-Bank and RCM exchange mutual releases;

  iv. the Chapter 7 Trustee, the Refco Affiliated Debtors and the
      Refco Non-debtor Affiliates agree that, from the Effective
      Date forward, they will not commence any administrative or
      judicial proceeding adverse to Multi-Bank involving facts
      or allegations that could have been raised by the Chapter 7
      Trustee, RCM, RSL, the Refco Affiliated Debtors, and the
      Refco Non-debtor Affiliates as of the date of the
      Agreement;

   v. the RCM Administrator will dismiss the Adversary
      Proceeding; and

  vi. Multi-Bank will dismiss the MBS Arbitration.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Ch. 7 Trustee Wants GE Capital Claims Cut by $700,000
----------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, Albert Togut, the
Chapter 7 Trustee for Refco, LLC, asks the U.S. Bankruptcy Court
for the Southern District of New York to reduce and allow, in a
reduced amount, the claims of GE Capital in connection with
certain leased equipment.

On July 31, 2006, GE filed 17 proofs of claim, Claim Nos.  431
through 447, asserting an aggregate of $767,413, comprising:

     * arrears of $57,089;
     * late charges of $2,736;
     * sales tax of $6,921;
     * discounted stream of payments of $604,342; and
     * asserted residual value of equipment of $96,325.

The Chapter 7 Trustee tells the Court that GE Capital included a
"residual" value claim for the return of the leased equipment,
despite the fact that the Equipment was returned, as well as a
sales tax charge for periods after the Refco LLC rejected the
leases and returned the Equipment.  Moreover, GE Capital did not
deduct postpetition payments, and has not satisfied its burden of
mitigating its damages following the return of the Equipment.

The Chapter 7 Trustee states that the GE Claims should be
reduced, since GE Capital improperly included additional charges,
and did not reduce its claim to reflect a $15,868 postpetition
payment.  The Chapter 7 Trustee submits that the GE Claims should
be allowed for $41,221.  The proposed amount reflects the
asserted arrears of $57,089 less $15,868 of postpetition
payments.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


RELIANT ENERGY: Court Approves $500MM Sale of Channelview Facility
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale agreement between Reliant Energy Inc.'s affiliates and
GIM Channelview Cogeneration LLC in connection with the
acquisition of Channelview cogeneration facility in Houston,
Texas, for $500 million plus certain adjustments.

On June 9, 2008, Reliant Energy Channelview LP and Reliant Energy
Services Channelview LLC, indirect subsidiaries of Reliant Energy
Inc., entered into an agreement with GIM Channelview, an affiliate
of both Global Infrastructure Partners and FORTISTAR, to sell its
Channelview cogeneration assets and assign related contracts.

The Channelview cogeneration facility is an 830-megawatt, natural
gas-fired cogeneration facility located in Channelview, Texas,
approximately 20 miles east of downtown Houston.  The plant has
been fully operational since 2002 and sells steam and a portion of
its electric output under long-term contracts with Equistar
Chemicals LP, a subsidiary of LyondellBasell, a polymers,
petrochemicals and fuels company.

"Channelview's long-term value as one of the cleanest and most
efficient steam and electric power producers in Texas makes this
an attractive acquisition for GIP," Adebayo Ogunlesi, GIP's
Managing Partner, said.  We look forward to working with FORTISTAR
to maximize Channelview's reliability and energy production
efficiency for the benefit of both its customers and investors."

"We are excited about the opportunity of partnering with GIP to
help further develop the Channelview cogeneration facility," Mark
Comora, President of FORTISTAR commented.  "FORTISTAR is dedicated
to efficient energy production and our goal for Channelview will
be to provide clean, reliable, cost-effective steam and electric
power to the robust and expanding customer demand in Houston."

Reliant expects to close the transaction in the third quarter of
2008.  The company relates that its February 2008 agreement
relating to the sale of the Assets to Kelson Energy IV LLC will
terminate upon the closing with GIM, who emerged with a higher
offer in a court-ordered auction.

reliant expects the sale to resolve the bankruptcy proceedings and
provide value to Reliant for its equity interest.

               About Global Infrastructure Partners

Based in Stamford, Connecticut, Global Infrastructure Partners is
an independent fund that invests in infrastructure assets in both
OECD and select emerging market countries.  GIP targets
investments in single assets, and portfolios of assets and
companies in power and utilities, natural resources
infrastructure, air transport infrastructure, ports, rail, water
distribution and treatment, and waste management.  GIP has offices
in New York, London and Hong Kong.

                          About FORTISTAR

Headquartered in White Plains, New York, FORTISTAR is an
independent power generation company owning and managing over
57 projects in North America which have a total of over 650 MW of
generation capacity.  Founded in 1974, the company has been
investing in the independent power industry since 1986. FORTISTAR
manages all of its cogeneration projects and manages and operates
its landfill gas methane projects.  

                     About Reliant Energy

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.  
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.

                            *     *     *

AS reported in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services raised the corporate credit
rating of Reliant Energy Inc., and its subsidiaries Orion Power
Holdings Inc. and Reliant Energy Mid-Atlantic Power Holdings LLC
to 'BB-' from 'B'.  S&P also raised the rating on Reliant's
secured debt facilities, consisting of the $500 million secured
revolver, $250 million synthetic LOC facility, and $667 million
outstanding senior secured notes, to 'BB+' from 'BB-' and affirmed
the recovery rating on these facilities at '1', indicating a very
high expectation (90% to 100%) for recovery of principal in a
payment default scenario.


RYLAND GROUP: Fitch Cuts Ratings to BB+ on Difficult Housing Envi.
------------------------------------------------------------------
Fitch Ratings has downgraded Ryland Group, Inc.'s Issuer Default
Rating and other outstanding debt ratings as:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-'.

The Rating Outlook remains Negative.

The downgrade reflects the current difficult housing environment
and Fitch's expectations that housing activity will be even more
challenging than previously anticipated during the balance of
calendar 2008 and that new home activity will still be on the
decline well into 2009.  The anemic economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.  
The ratings changes also reflect negative trends in Ryland's
operating margins, further deterioration in credit metrics and
erosion in tangible net worth from non-cash real estate charges.  
However, Ryland's liquidity position provides a buffer and
supports the new ratings.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

The ratings reflect Ryland's successful execution of its business
model, moderate financial policies and geographic and product line
diversity.  In recent years, Ryland has improved its capital
structure, pursued conservative capitalization policies and has
positioned itself to withstand a meaningful housing downturn.

Ryland's significant ranking in most of its markets, Ryland's
presale operating strategy and a return on capital focus provide
the framework to soften the impact on margins from declining
market conditions.  Acquisitions have not played a part in
Ryland's operating strategy, as management has preferred to focus
on internal growth.

Ryland's inventory turns remain strong in comparison to the
industry, demonstrating the company's ability to generate
liquidity from its inventory base.  Inventory/net debt stood at
2.8 times at March 31, 2008, above levels of the mid-to-late 1990s
(although below the average 5.1x of the 2001-2005 period),
providing a buffer against a downturn in housing and/or in
economic conditions.  The company maintains a 4.3-year supply of
lots (based on last 12 months deliveries), 67.6% of which are
owned and the balance controlled through options.  (The options
share of total lots controlled is down sharply over the past two
years as Ryland has written off substantial numbers of options).

As the housing cycle continues to contract, creditors should
benefit from Ryland's financial flexibility supported by cash and
equivalents of $213.3 million and $602.8 million available under
its $750 million unsecured credit facility as of March 31, 2008.  
Available funds under the facility were adjusted for $147.2
million of letters of credit.  The credit facility matures in
January 2011.


REFCO LLC: Multi-Bank to Pay $1.25MM to RCM Plan Administrator
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m. today, June 12, 2008, to
consider the request of Marc S. Kirschner, the Plan Administrator
for Refco Capital Markets, Ltd., for approval of a settlement
agreement and releases he entered into on behalf of RCM, with:

   a. Refco Securities LLC;

   b. Multi-Bank Securities, Inc.; and

   c. Albert Togut, in his capacity as Chapter 7 Trustee for
      Refco, LLC.

The Settlement Agreement resolves (i) the adversary proceeding
commenced by the RCM Administrator against Multi-Bank; and (ii) a
Financial Industry Regulatory Authority Arbitration proceeding
against RSL.

Christopher P. Johnson, Esq., at Kasowitz, Benson, Torres and
Friedman LLP, in New York, relates the RCM Administrator has
investigated and analyzed RCM's books and records and has
determined that Multi-Bank owed RCM an outstanding account debit
balance to RCM of not less than $5,000,000 arising from the
transfer of certain funds to Multi-Bank from an RCM account.

The RCM Administrator commenced the Adversary Proceeding to seek
payment of the RCM Claim.  Multi-bank disputed the RCM Claim and
moved to dismiss the Adversary Proceeding.

Multi-bank commenced the Arbitration against RSL by filing a
statement of claim against RSL in which Multi-bank (i) asserts
that it had entered into certain agreements with RSL related to
the Funds, which Multi-bank believes may be related to the RCM
Claim; (ii) alleges, among other things, that RSL failed to
perform under the agreements, thereby causing damage to Multi-
Bank, and (iii) seeks a determination that no amounts are owed
with respect to the RCM Claim.

To resolve the RCM Claim and the Arbitration, the parties agree,
among others, that:

   i. Multi-Bank will pay $1,250,000 to the RCM Plan
      Administrator;

  ii. Multi-Bank will waive any right to a file a claim for the
      Settlement Amount;

iii. Multi-Bank and RCM exchange mutual releases;

  iv. the Chapter 7 Trustee, the Refco Affiliated Debtors and the
      Refco Non-debtor Affiliates agree that, from the Effective
      Date forward, they will not commence any administrative or
      judicial proceeding adverse to Multi-Bank involving facts
      or allegations that could have been raised by the Chapter 7
      Trustee, RCM, RSL, the Refco Affiliated Debtors, and the
      Refco Non-debtor Affiliates as of the date of the
      Agreement;

   v. the RCM Administrator will dismiss the Adversary
      Proceeding; and

  vi. Multi-Bank will dismiss the MBS Arbitration.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


RENE PIEDRA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rene Piedra DMD And Associates, P.A.
        4649 Ponce de Leon Boulevard, #301 and 300
        Coral Gables, FL 33146

Bankruptcy Case No.: 08-17533

Type of Business: The Debtor provides a full range of
                  dental services.

Chapter 11 Petition Date: June 5, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Lynn H. Gelman, Esq.
                  Lynn H. Gelman, P.A.
                  1450 Madruga Avenue, #302
                  Coral Gables, FL 33146
                  Tel: (305) 668-6681
                  Fax: (305) 668-6682

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb08-17533.pdf


SCOTTISH RE: Pacific LifeCorp Deal Cues Fitch's Positive Watch
--------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on Scottish Re Limited
to Positive from Evolving.

The action follows the announcement that Pacific LifeCorp, the
parent company of Pacific Life Insurance Company, has signed an
agreement to acquire Scottish Re Limited and other assets that
make up the International Life Reinsurance segment of Scottish Re
Group Limited.

Fitch's resolution of the Rating Watch is expected to occur on or
soon after closing of the transaction in the third quarter of
2008.  The rating of the new operation, to be called Pacific Life
Re, will reflect inclusion as part of the Pacific Life Group of
companies (the insurer financial strength rating of Pacific Life
Insurance Company is 'AA').

Fitch has revised the Rating Watch on this entity to Positive from
Evolving:

Scottish Re Limited
  -- IFS rating 'BB'.


SECURED DIGITAL: March 31 Balance Sheet Upside-Down by $486,539
---------------------------------------------------------------
Secured Digital Storage Corp.'s consolidated balance sheet at
March 31, 2008, showed $1,149,448 in total assets and $1,635,987
in total liabilities, resulting in a $486,539 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $681,318 in total current assets
available to pay $1,349,934 in total current liabilities.

The company reported a net loss of $1,427,682 for the first
quarter ended March 31, 2008, compared with a net loss of $141,603  
in the same period last year.

The company had no revenues during the three month period in 2008
or 2007.  The company incurred significant expenses during the
three month period ended March 31, 2008, in conjunction with the
development of the secured digital storage (SDS) business.  These
expenses were primarily for compensation and professional
services.

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?2dc0

                       Going Concern Doubt

Jaspers + Hall, PC, in Denver, expressed substantial doubt about
Secured Digital Storage Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

The company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital and
achieve profitable operations.  In addition, there is insufficient
cash on hand to support current or anticipated operations.

                      About Secured Digital

Secured Digital Storage Corp. (OTC BB: SDGS) formerly Mountains
West Exploration Inc., is a data management and digital storage
lifecycle management partner to business and IT operations.  The
company will offer a comprehensive blend of managed services
solutions to meet the industry specific needs of business and
government agencies.  The companys service offerings will assist
customers to manage growing volumes of data and meet compliance
regulations at a lower cost of ownership and gain heightened IT
efficiency, business continuity and protection via an on-demand
storage network.


SENTINEL MANAGEMENT: $10MM Grede-Bloom Pact Approved; BoNY Objects
------------------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois approved a $10 million settlement
entered between Frederick J. Grede, the appointed Chapter 11
Trustee of Sentinel Management Group Inc., and the Debtor's
founder Philip Bloom and its chief executive officer Eric Bloom,
Andrew M. Harris of Bloomberg News reports.

According to Bloomberg, Bank of New York, which holds $312 million
claims against the Debtor, objects to the settlement.  The bank
accused of aiding the Blooms swindle the Debtor, is presently
facing a $550 million lawsuit filed by the Chapter 11 Trustee.

Mr. Grede had also filed the suit against as well as former trader
Charles Mosley.  Among the charges raised by the Trustee are
breach of fiduciary duty, knowing participation in breach of
fiduciary duty, and unjust enrichment.

As reported in the Troubled Company Reporter on May 20, 2008,
the Debtor and its former executives agreed to resolve a
$350 million fraud case filed by Sentinel's case trustee,
Frederick Grede.

On April 3, 2008, Mr. Grede sought authority from the Court to
further extend the time within which the former executives may
answer the charge filed by Mr. Grede since both parties have
almost reached a settlement payment for a litigation dispute.

According to the Trustee's complaint, Sentinel's insiders
perpetrated a long-term and massive fraud against the Debtor and
its customers through a pattern of criminal conduct.  The
defendants, among other things, improperly transferred at least
$20 million through "bogus" fees, bonuses, dividends, account
withdrawals, salaries and false payments.

In February 2008, the Court gave Mr. Bloom more time to settle
allegations of fraud against him.  Mr. Bloom had earlier requested
the Court to dismiss a lawsuit against him for alleged
preferential and fraudulent transfers and damages.  In an effort
to avoid unnecessarily expending time and resources, Mr. Bloom and
the Chapter 11 Trustee that filed the lawsuit both agreed to
temporarily suspend further litigation and instead focus efforts
on potential settlement.

The Blooms agreed to pay $10.7 million, representing "all the
assets of the settling defendants," as shown in court documents.

Proceeds of the settlement will be distributed to Sentinel's
creditors under a liquidation plan filed by Mr. Grede.  The TCR
reported on May 16, 2008, that administrative claims, the Bank of
New York's claims and other tax claims will get 100% recovery;
holders of $1.2 billion customer claims will get between 35% to
71% recovery; and holders of $10 million unsecured claims will get
pro-rata distribution.

                     About Sentinel Management

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

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

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


SHARPER IMAGE: Allowed to Employ KPMG as Tax Consultant
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Sharper Image Corp. to employ KPMG LLP as its tax consultants
nunc pro tunc to the Debtor's bankruptcy filing.

The Court rules that the Debtor will have no obligation to
indemnify KPMG, or provide contribution or reimbursement to KPMG,
for any claim or expense that is either:

   -- judicially determined to have arisen from KPMG's bad faith,
      self-dealing, breach of fiduciary duty, gross negligence or
      willful misconduct; or

   -- judicially determined, based on a claim asserted by the
      Debtor against KPMG, to have arisen from a breach of KPMG's
      contractual obligations to the Debtor.

If, before the earlier of (i) the entry of an order confirming a
Chapter 11 Plan, and (ii) the entry of an order closing the
Debtor's Chapter 11 case, KPMG believes that it is entitled to
the payment of any amounts by the Debtor on account of the
Debtor's indemnification, contribution and reimbursement
obligations, then KPMG must file an application in the Court, and
the Debtor may not pay any amount to KPMG before the entry of a
Court order approving the payment.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  The Debtors'
exclusive period to file a plan expires on June 18, 2008.  
(Sharper Image Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


SOURCE INTERLINK: S&P Junks Rating on $465 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Source
Interlink Cos. Inc. to negative from stable.  At the same time,
S&P affirmed the ratings on the Bonita Springs, Florida-based
company, including the 'B' corporate credit rating.  Source
Interlink, a leading specialty magazine publisher and distributor
of magazines, CDs, and DVDs, had total debt of $1.37 billion on
April 30, 2008.
     
Standard & Poor's also assigned its 'CCC+' issue-level rating, two
notches lower than the corporate credit rating on the company, to
Source Interlink's privately placed, Rule 144A $465 million senior
notes due 2018.  The issue has a recovery rating of '6',
indicating our expectation of negligible (0%-10%) recovery in the
event of a payment default.  Proceeds are expected to be used to
refinance the company's outstanding $465 million bridge credit
loan facility.
     
"The outlook revision reflects our concern that the economic
slowdown will continue to affect the company's magazine publishing
business," said Standard & Poor's credit analyst Hal F. Diamond,
"and the secular trend of declining demand in the music CD
business will hurt profitability, causing leverage to drift higher
rather than decline."  


SPEEDEMISSIONS INC: Posts $175,632 Net Loss in 2008 First Quarter
-----------------------------------------------------------------
Speedemissions Inc. reported a net loss of $175,632 on revenue of
$2,483,419 for the first quarter ended March 31, 2008, compared
with a net loss of $52,128 on revenue of $2,412,538 in the same
period last year.

The company's consolidated balance sheet at March 31, 2008, showed  
$9,479,218 in total assets, $1,474,542 in total liabilities,
$4,579,346 in Series A convertible, redeemable preferred stock,
and $3,425,330 in total stockholders' equity.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $788,397 in total current assets
available to pay $976,006 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?2dbe

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2008,
Tauber & Balser, P.C., in Atlanta, expressed substantial doubt
about Speedemissions Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed tothe company's recurring losses from operations and
limited capital resources.

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI)
-- http://www.speedemissions.com/-- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.


STARTIME MANAGEMENT: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Startime Management Group, LLC
        dba Startime Entertainment
        dba Statime Cinemas
        dba Statime Restaurant Management
        608 Holcomb Bridge Road
        Roswell, Georgia 30076

Bankruptcy Case No.: 08-70739

Chapter 11 Petition Date: June 5, 2008

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, Georgia 30076-5636
                  Tel: (770) 587-0082

Total Assets: $0

Total Debts:  $1,068,456

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

            http://bankrupt.com/misc/ganb08-70739.pdf


STOCK-TRAK GROUP: Posts $1,186,427 Net Loss in 2008 First Quarter
-----------------------------------------------------------------
Stock-Trak Group Inc. reported a net loss of $1,186,427 on revenue
of $959,327 for the first quarter ended March 31, 2008, compared
with a net loss of $2,493,559 on revenue of $667,686 in the same
period last year.

The company's consolidated balance sheet at March 31, 2008, showed
$7,732,301 in total assets, $3,677,746 in total liabilities, and
$4,054,555 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2db5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Montreal-based RSM Richter, LLP, expressed substantial doubt about
Stock-Trak Group Inc. formerly Neutron Enterprises Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditor pointed to the company's recurring losses from
operations and accumulated deficit at Dec. 31, 2007.

As at March 31, 2008, the company had an accumulated deficit of
$53,727,563 and working capital of $358,024.   

                         About Stock-Trak

Headquartered in Montreal, Canada, Stock-Trak Group Inc.
(OTC BB: STKG.OB) -- http://www.stocktrak.com/-- and its  
subsidiaries operate in two distinct segments: (i) event
marketing; and (ii) stock market simulation services for the
educational, corporate and consumer markets.  The company's event
marketing segment generates revenue through advertising, marketing
and brand messaging sales at premium locations and special events
throughout the United States of America.

The company's stock market simulation business generates revenue
by providing comprehensive stock market simulation services to the
corporate and educational markets.  In addition, the company has
developed and is promoting on-line skill-based stock market
simulation contests where it currently generates revenue through
advertising and expects to generate future revenue through
advertising, sponsorships and sales of premium content.


SUPREMA SPECIALTIES: Judge Walls Junks Accounting Scandal Suits
---------------------------------------------------------------
New Jersey Senior Judge William H. Walls dismissed early this week
several lawsuits filed by Mark Cocchiolas and deceased Marco
Cocchiolas against Suprema Specialties Inc., auditing firm, BDO
Seidman LLP, and related parties who were allegedly involved in an
accounting fraud, Jocelyn Allison of the Securities Law 360
reports.

Judge Walls rendered three of the claims as moot via a previous
settlement agreement while the other claims were short of the
requirements for a third-party complaint, Securities Law says.

The Cocchiolases commenced a class action against the defendants
saying that their fraudulent acts caused the collapsed of Suprema
Specialties, The Securities Law relates.  The Cocchiolases also
said that Robert Quattrone and George Vieira, former chief
operations officer of Suprema's unit, were involved in the
scandal, according to the report.

Mr. Quattron is the president of cheese companies, Battaglia & Co.
and Packaging Products Inc.

The U.S. Securities and Exchange Commission subjected Messrs.
Quattron and Vieira to an investigation for purportedly faking
$108 million in sales transaction between Suprema, Battaglia and
Packaging Products, the report says.  In addition, the two
executives allegedly faked an additional $34 million in sales
between Suprema and Mr. Vieira's companies, Milk Market Inc. and
West Coast Commodities Inc., Securities Law reports.

                   $19M Investor Suit Settlement

As reported by the Class Action Reporter on Nov. 22, 2007, lead
plaintiffs in a shareholder lawsuit stemming from an accounting
scandal at New Jersey gourmet cheese retailer Suprema Specialties
asked a federal court to approve a $19 million settlement with the
defendants in the case.

Suprema is accused of inflating sales by $560 million in the
seven years before its collapse by entering into a series of
fake transactions with its major customers, boosting sales, and
allowing Suprema to borrow more and more money from lenders.  
The fraud also helped it sell some $41 million in stock to
investors during a November 2001 stock offering.

In September 2007, the former auditor of the cheese company, as
well as several former company board members and underwriters,
signed a memorandum of understanding to pay $19 million to
settle a class action in relation to the collapse of the company.

                     About Suprema Specialties

Suprema Specialties Inc., manufactures, shreds, grates and
markets gourmet all natural Italian variety cheeses under the
Suprema Di Avellinor brand name as well as under private label.
Suprema's product lines consist primarily of domestic
mozzarella, ricotta and provolone cheeses, grated and shredded
parmesan, romano cheeses, and imported parmesan and pecorino
romano cheeses, including "lite" versions of certain of these
products containing less fat, and fewer calories.  The company
operates facilities in New Jersey, New York, California and
Idaho.  The company supplies cheeses to foodservice, retail, and
food manufacturing companies.  The company filed for chapter 11
protection on Feb. 24, 2002, in the U.S. Bankruptcy Court
for Southern District of New York.  Its bankruptcy case was
converted to chapter 7 on March 20, 2002.


SURE ELECTRIC: Loses Clients After Chapter 11 Case Cancellation
---------------------------------------------------------------
The chapter 11 petition filed by Sure Electric LLC, dba Riverway
Power Company, with the U.S. Bankruptcy Court for the Southern
District of Texas, was terminated Tuesday, Tom Fowler of the
Houston Chronicle reports.

On Monday, the Debtor told the Court that it "is not feasible to
reorganize," Houston Chronicle says.

The Debtor's customers, Houston Chronicle relates, are now being
transferred to other power providers.  The report adds that all of
the Debtor's 6,200 remaining clients will begin to tap other
electric companies.

Sure Electric initially filed its chapter 11 petition on May 3,
2008, in hopes to keep its customers.  The Debtor could hardly
survive the price hikes and the seizure of collateral initiated by
Electric Reliability Council of Texas, Houston Chronicle quotes,
managing partner, Zahed Lateef, as stating.

According to Houston Chronicle, ERCOT asks smaller power retailing
companies to secure loans with three times its value.  As
wholesale prices soar, the collateral requirement soars as well,
the report adds.

ERCOT adopted the stricter rule to respond to the rise in
wholesale prices, Houston Chronicle reports.  ERCOT is currently
evaluating the new rules, according to spokeswoman Dottie Roark,
Houston Chronicle says.

The Public Utility Commission told customers to revert to other
providers immediately, according to Houston Chronicle.  Customers
are advised to log in to http://www.powertochoose.org/or contact  
toll-free 866-PWR-4-TEX (866-797-4839) for a list of power
providers and their rates.

The PUC also informed customers to file compliants should power
retailers refuse to return them their deposits within seven days
of the final meter reading, Houston Chronicle says.

The Houston Chronicle relates that Sure Electric is the fourth
company within a month to lose its customers.  The report named
Decatur-based E-tricity, National Power, and Bridgeport-based
PreBuy Electric as the first to shift customers to last resort
power providers.

                       About Sure Electric

Houston, Texas-based Sure Electric LLC, dba Riverway Power
Company, is a state electric grid operator.  Zahed Lateef,
managing member of Riverway Power Partners LLC, filed the petition
on the Debtor's behalf.  Riverway Power Partners is the sole
member Debtor.  The company filed its chapter 11 petition on May
3, 2008 (Bankr. S.D. Texas Case No. 08-33664).  Judge Jeff Bohm
presides over the case.  Ronald J. Sommers, Esq., at Nathan
Sommers Jacobs, represents the Debtor in the case.  When the
Debtor filed for bankruptcy, it listed total assets of $1,597,000
and total liabilities of $1,726,740.


SYNTHEMED INC: Posts $1,477,000 Net Loss in 2008 First Quarter
--------------------------------------------------------------
SyntheMed Inc. reported a net loss of $1,477,000 on product sales
of $24,000 for the first quarter ended March 31, 2008, compared
with a net loss of $1,141,000 on product sales of $45,000 in the
same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$2,343,000 in total assets, $730,000 in total liabilities, and
$1,613,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2dc4

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Eisner LLP, in New York, expressed substantial doubt about
SyntheMed Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring net losses, limited revenues and cash outflows
from operating activities.

                          About SyntheMed

Headquartered in Iselin, N.J., SyntheMed Inc. (OTC BB: SYMD)
-- http://www.synthemed.com -- is a biomaterials company engaged  
in the development and commercialization of anti-adhesion
products, drug delivery products and other surgical implants.  The
company is primarily focused on the advancement and expansion of
product development programs based on its proprietary  
bioresorbable polymer technology.


TARPON INDUSTRIES: Can Hire McDonald Hopkins as Bankruptcy Counsel
------------------------------------------------------------------
Tarpon Industries Inc. and its debtor-affiliate, Eugene Welding
Co., obtained authority from the U.S. Bankruptcy Court for the
Eastern District of Michigan to employ McDonald Hopkins plc as
their general bankruptcy counsel, nunc pro tunc to April 29, 2008.

McDonald Hopkins is expected to monitor the Debtors' Chapter 11
cases and legal activities, advise the Debtors on the legal
remifications of certain legal actions, and advise the Debtors of
their obligations and duties in bankruptcy.

Stephen M. Gross, Esq., a member at McDonald Hopkins, told the
Court that the firm's professionals bill these hourly rates:

      Members           $280 - $625
      of Counsel        $245 - $500
      Associates        $165 - $365
      Paralegals        $110 - $220
      Law Clerks         $90 - $100

Mr. Gross assured the Court that the firm is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Based in Marysville, Michigan, Tarpon Industries Inc. --
http://www.tarponind.com/-- manufactures and sells engineered   
steel storage rack systems and a variety of steel tubing products
in the United States and Canada through its subsidiary Eugene
Welding Co.  The company's products include structural and roll-
formed steel selective racks, push-back racks, cantilevered racks,
archival storage systems and order picking systems.  The company
markets its steel tubing products throughout the Unites States to
OEM automotive, boating, industrial equipment, construction,
agricultural, steel service centers, leisure and recreational
vehicle markets.

The company and its affiliate filed for Chapter 11 protection on
April 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-50367 and 08-
50381).  Jeffrey S. Grasl, Esq. and Stephen M. Gross, Esq., at
McDonald Hopkins LLC, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $10
million to $50 million.


TARPON INDUSTRIES: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Tarpon Industries Inc. and its debtor-affiliate filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property
  B. Personal Property            $14,651,731
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $14,644,743
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $163,132
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $5,908,815
                                  -----------    -----------
     TOTAL                        $14,651,731    $20,716,692

Based in Marysville, Michigan, Tarpon Industries Inc. --
http://www.tarponind.com/-- manufactures and sells engineered   
steel storage rack systems and a variety of steel tubing products
in the United States and Canada through its subsidiary Eugene
Welding Co.  The company's products include structural and roll-
formed steel selective racks, push-back racks, cantilevered racks,
archival storage systems and order picking systems.  The company
markets its steel tubing products throughout the Unites States to
OEM automotive, boating, industrial equipment, construction,
agricultural, steel service centers, leisure and recreational
vehicle markets.

The company and its affiliate filed for Chapter 11 protection on
April 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-50367 and 08-
50381).  Jeffrey S. Grasl, Esq. and Stephen M. Gross, Esq., at
McDonald Hopkins LLC, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $10
million to $50 million.


TARPON INDUSTRIES: Can Hire Focus Management as Investment Advisor
------------------------------------------------------------------
Tarpon Industries Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Focus Management Group as their investment
banker and advisor, nunc pro tunc to May 29, 2008.

Focus Management is expected to assist the Debtors in
administering and executing a going concern sale of the business
under Section 363 of the U.S. Bankruptcy Code.

Ken Naglewski, a restructuring advisor with extensive experience
in Chapter 11 reorganizations, distressed business sales,
financial restructurings and operational turnarounds, will lead
the advisory team.  Mr. Naglewski is a managing director of Focus
Management Group, and is a Certified Insolvency and Restructuring
Advisor and Certified Turnaround Professional.

                  About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides  
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of eighty professionals.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.

                    About Tarpon Industries

Based in Marysville, Michigan, Tarpon Industries Inc. --
http://www.tarponind.com/-- manufactures and sells engineered  
steel storage rack systems and a variety of steel tubing products
in the United States and Canada through its subsidiary Eugene
Welding Co.  The company's products include structural and roll-
formed steel selective racks, push-back racks, cantilevered racks,
archival storage systems and order picking systems.  The company
markets its steel tubing products throughout the Unites States to
OEM automotive, boating, industrial equipment, construction,
agricultural, steel service centers, leisure and recreational
vehicle markets.

The company and its affiliate filed for Chapter 11 protection on
April 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-50367 and 08-
50381).  Jeffrey S. Grasl, Esq. and Stephen M. Gross, Esq., at
McDonald Hopkins LLC, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $10
million to $50 million.


TEKOIL & GAS: Files for Bankruptcy to Halt Lender's Foreclosure
---------------------------------------------------------------
Tekoil & Gas Corp. filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Southern District of Texas, Dawn McCarty
of Bloomberg News report.   In its court filing, the company
listed assets and debts of between $10 million and $50 million.

According to a regulatory filing with the Securities and Exchange
Commission, on May 29, 2008, Tekoil and its chief executive
officer, Mark S. Western, received a Notice of Acceleration and
Demand from J. Aron & Company, as administrative agent and lender,
alleging that certain events of default have occurred under credit
and guaranty agreement dated May 11, 2007, as a result of Tekoil's
failure to, among other things:

   a) make the principal payment due on April 28, 2008, in the
      amount of $1,000,000,

   b) make the interest payment due on April 28, 2008, in the
      amount of $459,864, and

   c) pay in full the monthly settlement payment due on April 8,
      2008, under the ISDA Master Agreement, dated May 11, 2007,
      between J. Aron & Tekoil.

The approximate amount due under the Credit Agreement is
$34,212,200.

A full-text copy of the Notice of Acceleration and Demand is
available for free at http://ResearchArchives.com/t/s?2da9

On May 30, 2008, Tekoil and Mr. Western received a Notice of
Foreclosure Sale from J. Aron regarding its intent to sell the
collateral -- all of the interest of Tekoil in subsidiary, which
owns substantially all of the consolidated income-producing assets
-- to the highest qualified bidder in public on June 10, 2008.

A full-text copy of the Notice of Foreclosure and Sale is
available for free at http://ResearchArchives.com/t/s?2daa

Furthermore, J. Aron demanded that Mr. Western pay the amounts
owed by him under his Limited Guaranty.  On May 15, 2008, Tri Star
Capital Ventures Limited demanded that the directors of Tekoil pay
$8,635,5219 under their guarantees of unsecured indebtedness of
Tekoil alleged to be in default.

On October 24, 2007, Tekoil and Tri Star Capital entered into a
loan agreement, under which Tri Star agreed to lend to Tekoil
$8.5 million.  The proceeds of the loan will be used to make the
$7.5 million equity contribution to Tekoil's subsidiary to pay
certain costs and expenses of the its subsidiary.  Tekoil was
obligated to make monthly payments of principal on the Tri Star
Loan equal to $708,333, beginning on May 1, 2008.  The Tri Star
Loan matures on April 15, 2009 and accrues interest at an annual
rate of 13%.

According to Bloomberg, the filing is an attempt by Tekoil to keep
J. Aron from foreclosing its assets.

Tekoil's consolidated balances sheet shows total assets of
$63,140,619 and total debts of $56,892,745, for the quarterly
period ended March 31, 2008.

Headquartered in Houston, Tekoil & Gas Corporation --
http://www.tekoil.com/-- develops and acquires oil and gas  
fields.  The company was incorporated in Florida in 2004.


TEKOIL & GAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Tekoil & Gas Corp.
        1396 Havelock
        Spring, TX 77386

Bankruptcy Case No.: 08-80270

Type of Business: Together with its subsidiaries, the Debtor
                  claims to acquire, stimulate, rehabilitate and
                  improve the assets of small to medium sized oil
                  and gas properties in North America.  It owns
                  interests in four oil and gas properties,
                  including the Trinity Bay, Redfish Reef, Fishers
                  Reef, and North Point Bolivar fields located in
                  Galveston Bay, Texas.  See http://www.tekoil.com

Chapter 11 Petition Date: June 10, 2008

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Email: pneligan@neliganlaw.com
                  Neligan Foley, LLP
                  325 N. St. Paul, Ste. 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  http://www.neliganlaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


TENASKA ALABAMA: S&P Holds 'BB' Rating on $330.4MM Secured Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
power producer Tenaska Alabama Partners L.P.'s $330.4 million (as
of March 31, 2008) senior secured bonds due in 2021.  At the same
time, S&P assigned a '2' recovery rating, indicating its
expectation for a substantial (70% to 90%) recovery in the event
of a payment default.  The outlook is stable.

The rating on TAP reflects the following risks:

Project viability requires TAP to meet minimum availability
performance requirements under the 25-year fuel-conversion
services agreement with Bear Energy, the plant's offtaker.  
Operational problems in early 2007 brought the debt service
coverage ratio down to 1.08x for the year ended Dec. 31, 2007, and
recovery is not expected until after second-quarter 2008.  Neither
Bear Energy nor the guarantors Bear Stearns or JPMorgan guarantee
the bonds and the bondholders bear the project's operating risks
in full.  The guarantee for all payments under the FCSA is capped
at 125% of the current total refinancing commitment.  

However, the risk of nonperformance is somewhat mitigated by the
strong credit profile of JP Morgan, which is acquiring Bear
Stearns.  Standard & Poor's does not expect that TAP, without the
benefit of the tolling agreement, would be able to meet its debt
service obligations as a merchant facility, given the capacity
overbuild and depressed market conditions in the Southeastern
Electric Reliability Council region.  The plant's dispatch factor
has remained low since operations began, although the dispatch
factor has gradually improved to 17.9% for year-to-date May-
December 2007 as compared with 14.3% for the contract year ended
April 30, 2007 and 7.6% for the contract year ended April 30,
2006.  

The project's majority ownership by Tenaska affiliates implies
some exposure to Tenaska Inc.'s creditworthiness.  DSCRs are
somewhat sensitive to dispatch factors.
     
The following strengths offset the risks at the 'BB' rating level:

The project is fully contracted and there is no merchant risk in
its structure.  Although either TAP or Bear Energy can extend the
initial FCSA 20-year term by an additional five years, the debt's
tenor is exceeded by the 20-year base term of the FCSA and, as
such, Standard & Poor's does not consider the extension in its
analysis.  Stability in cash flows, with the Bear Energy
obligations being guaranteed by an entity with a strong
investment-grade credit profile.  The long-term service agreement
with turbine manufacturer General Electric (AAA/Stable/A-1+) is
adequately structured to allow for recovery of nonavailability
payments if the project fails to achieve the mandated availability
levels under the tolling agreement.

Fixed costs and debt service are fully covered at 1.3x under the
base case scenario, assuming an average 15% capacity factor during
the year.  DSCRs resist significant deterioration under several
different stress scenarios.  No construction risk and low
technical and operating risk.  A six-month debt service reserve
account provides project liquidity.

S&P rate TAP's senior secured bonds 'BB', with a recovery rating
of '2', indicating expectations for a substantial (70% to 90%)
recovery of principal in a payment default scenario.
     
"Standard & Poor's valuation is based on a liquidation scenario,
with the expectation that, post-default, the assets would be sold
rather than TAP emerging as a going concern," said Standard &
Poor's credit analyst Mark Habib.
     
The most likely default scenario would be increased dispatch
factors and operations and maintenance costs beginning in 2009,
combined with a significant deterioration in plant heat rate,
capacity, and availability.
     
Under this scenario, any unrestricted cash would be exhausted and
all liquidity facilities would be fully drawn by 2010, leading to
a default.  With conservative recovery assumptions including a 12%
discount rate, holders of TAP bonds have the expectation to
receive 70% to 90% of their remaining principal in a post-default
asset sale.
     
The stable outlook on TAP reflects the expected stability of cash
flows under the strong FCSA and the offtaker's strong
creditworthiness.  S&P could change the outlook to negative and
lower the rating if operating performance improvement is not
consistently sustained.  Relative to other fully contracted deals
from Tenaska Inc., there is lower coverage and more sensitivity to
stress scenarios.  As a result, S&P do not expect the project to
reach investment grade, even with an investment-grade offtaker.


THINKENGINE NETWORKS: Has $1,249,000 Equity Deficit at March 31
---------------------------------------------------------------
Thinkengine Networks Inc.'s consolidated balance sheet at
March 31, 2008, showed $2,340,000 in total assets and $3,589,000
in total liabilities, resulting in a $1,249,000 total  
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,752,000 in total current assets
available to pay $2,367,000 in total current liabilities.

The company reported a net loss of $993,000 on revenues of
$1,769,000 for the first quarter ended March 31, 2008, compared
with a net loss of $1,495,000 on revenues of $2,053,000 in the
same period last year.

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

                       Going Concern Doubt

Carlin, Charron & Rosen, LLP, in Glastonbury, Conn., expressed
substantial doubt about Thinkengine Networks Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's net losses for the years
ended Dec. 31, 2007, and 2006, accumulated deficit, stockholders'
deficit and limited working capital at Dec. 31, 2007.

                    About ThinkEngine Networks

Headquartered in Marlborough, Mass., ThinkEngine Networks Inc.
(Pink Sheets: THNK) -- http://www.thinkengine.com/-- is a  
provider of time division multiplexer (TDM) and Internet Protocol
(IP) capable conferencing bridges and media servers.


TORRENT ENERGY: Can Borrow $1.34MM Under YA Global DIP Facility
---------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon authorized Torrent Energy Corp. and its debtor-
affiliates to obtain, on an interim basis, up to $1.34 million in
debtor-in-possession financing from YA Global Investment LP, as
lender, Erick Larson of Bloomberg News reports.

A hearing is set for July 9, 2008, to consider final approval of
the Debtors' DIP request.

According to the Debtors' regulatory filing with the Securities
and Exchange Commission, the DIP agreement provides for a
$4.5 million term loan under which lender may advance credit to
the Debtors. The proceeds of the loan will be used for working
capital purposes -- including payment of professional services
fees, salaries, operating expenses.

Furthermore, the proceeds will also be used to pay the promissory
note issued by the Debtors to lender on May 15, 2008, in the
amount of $207,854 plus accrued interest, payment of certain
subsidiary debt, and other purposes, as approved by lender.

On May 15, 2008, the Debtors executed a short-term promissory note
for $207,854 in favor of the lender, due June 5, 2008. Pursuant to
the terms of the Note and related documents, the Debtors' failure
to make the mandatory redemption payment required under the terms
of the Investment Agreement constitutes an event of default under
the Note and related documents, upon which YA Global may declare
all obligations outstanding under the Note immediately due and
payable.

The facility will bear interest at 12% per annum.

To secure their DIP obligations, the lender will be granted a lien
on substantially all of the Debtors' assets. The liens and
security interests given to the lender will have priority and
senior secured status over all other claims and interests.

The Debtors expect to file a Chapter 11 plan of reorganization
with the Court shortly. The Plan is expected to include a rights
offering, under which the shareholders of the Debtors will have
the opportunity to purchase a minimum of $2 million of additional
new equity, subject to Bankruptcy Court approval and other
conditions.

As reported in the Troubled Company Reporter on June 5, 2008, the
Debtors are party to an Investment Agreement, dated as of June
28, 2006, with YA Global, formerly Cornell Capital Partners, L.P.
Under the agreement, the Debtors issued to YA Global 25,000 shares
of Series E Convertible Preferred Stock.

As a result of their decision to file for bankruptcy, the Debtors
on May 30, 2008, exercised its right to terminate an Amended and
Restated Engagement Letter, dated Feb. 15, 2008, with Gordian
Group, LLC. Pursuant to the terms of the Engagement Letter, either
party had the right to terminate with or without cause upon
written notice to the other party.

On Feb. 10, 2008, the Debtors entered into an agreement with
Gordian Group of which it will serve as the Debtors' exclusive
investment banker in providing financial advisory services and
presenting and evaluating potential financial transactions.

Among other things, Gordian will be paid a transaction fee of (i)
up to 5% of the aggregate consideration received by the Debtors in
connection with the completion of a financial transaction other
than a reorganization or excluded transaction.

As part of the transaction, the Debtors agreed to issue 1,250,000
shares of our common stock to Gordian upon execution of the
agreement. The shares will vest in three equal installments on
each of March 9, 2008, April 9, 2008 and May 9, 2008, and will
become fully vested immediately prior to the completion of a
financial transaction.

                   About Torrent Energy

Headquartered in Portland, Oregon, Torrent Energy Corporation fka
iRV Inc. -- http://www.torrentenergy.com/-- engages in natural  
gas exploration. The company and two of its affiliates filed for
Chapter 11 protection on June 2, 2008 (Bankr. D. Ore Led Case
No.08-32638-08-32640). Jeanette L. Thomas, Esq., at Perkins Coie
LLP, represents the Debtors in their restructuring efforts.

The Debtors' consolidated balance sheets listed total assets of
$35,955,866 and total debts of $23,073,091 for the quarterly
period ended Dec. 31, 2007.


TOUSA INC: Authorized to Pay Amount Owed to Employees in 2007
-------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has authorized, but not directed, TOUSA Inc.
and its debtor affiliates to pay any outstanding accrued and
unpaid portions of amounts due and owing for the 2007 calendar
year to certain employees on the final payment schedule provided
to counsel to the Official Committee of Unsecured Creditors, the
United States Trustee, counsel to the Debtors' DIP and First Lien
Lenders, and counsel to the Debtors' Second Lien Lenders on May 5,
2008.

The payments will not exceed the sum of $1,208,805.

Deferred Compensation may only be paid to employees listed on the
Final Payment Schedule in three equal installments:

   (a) The first payment may be made on or after June 15, 2008;

   (b) The second payment may be made on or after September 15,
       2008; and

   (c) The third payment may be made at least 30 days after the
       effective date of any Chapter 11 plan confirmed in the
       Debtors' bankruptcy cases.

All financial institutions are authorized to receive, process,
honor and pay all checks presented for payment and electronic
payment requests relating to the Motion.

Nothing in the Court's order is intended or be construed to
create an administrative priority claim on account of obligation
owing to employees.  The relief granted will not constitute or be
deemed an assumption of or an authorization to assume, pursuant
to Section 365 of the Bankruptcy Code, any of the employment or
insurance agreements to which any of the Debtors is a party.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. The
Debtors' financial condition as of April 30, 2008, showed total
assets of $1,826,724,633 and total debts of $2,265,568,841.  

The Debtors can exclusively file their chapter 11 plan until
Oct. 25, 2008.  (Sharper Image Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Court Approves Escrow Pact with Lennar, et al.
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
allowed TOUSA Homes, Inc., doing business as Engle Homes, to enter
into an escrow agreement with Lennar Communities Development,
Inc.; Lake Pleasant 241 Limited Partnership; the City of Peoria,
Arizona; and North American Title Company pursuant to Rule 9019 of
the Federal Rules of Bankruptcy Procedure.

TOUSA Homes and Lennar, through its affiliates U.S. Home
Corporation and U.S. Home of Arizona Construction Co., are the
sole members of Cibola Vista Community Development, L.L.C.  TOUSA
Homes and U.S. Home entered into a cost sharing agreement with
respect to the CVC Development.  

On July 19, 2002, TOUSA Homes and Lennar caused CVC Development
to enter into a Contract for Purchase of Land and Escrow
Instructions, with LP241 as seller, for certain property in a
master planned project known as Cibola Vista in the City of
Peoria in Maricopa County, Arizona, Paul Steven Singerman, Esq.,
at Berger Singerman, P.A., in Miami, Florida, relates.

The Cibola Vista Project is a mixed-use community comprised of a
combination of single-family home lots, large custom home lots,
and a time-share resort.  Lennar, TOUSA Homes, and LP241 each
were responsible for various obligations relating to the Project.  

Specifically, Lennar and TOUSA Homes, through the CVC Development
joint venture, purchased and are developing the single-family
portion of the Cibola Vista Project.  LP241 operates the time-
share resort within the Project.

                             Disputes

Mr. Singerman informed the Court that differences arose among the
parties, even before CVC Development closed on its purchase, with
respect to, among other things, the true-up budget and its effect
on the purchase price; the closing condition relating to
completion of certain Regional Improvements; and the
effectiveness of the Purchase Agreement.

The Regional Improvements in question included the land
improvements comprising the infrastructure of the Cibola Vista
Project.

To avoid the delay, uncertainty and expense inherent in an
arbitration filed by LP241, it and CVC Development entered into a
Seventh Amendment to Contract for Purchase of Land and Escrow
Instructions resolving the Pre-Closing Disputes -- deleting the
True-up Budget provision and setting the purchase price at
$11,947,969.

A further dispute arose, after the execution of the Seventh
Amendment and the closing of the sale, with respect to the
responsibility to construct a traffic signal within the Cibola
Vista Project, at the intersection of Lake Pleasant Parkway and
Pinnacle Vista Drive in accordance with City requirements, Mr.
Singerman tells the Court.

                         Escrow Agreement

After engaging in arm's-length negotiations, in an effort to
resolve the Traffic Signal Dispute, the parties entered into an
Escrow Agreement, which provides, among other things, for the
allocation of cost relating to the Traffic Signal.

Mr. Singerman stated that the salient terms of the Escrow
Agreement are:

   (a) The parties will contribute a total of $350,000 to an
       escrow account -- Lennar, $160,000; TOUSA Homes, $90,000;
       and LP241, $100,000.  If the actual costs exceed the
       Estimated Traffic Costs, Lennar will be solely responsible
       for all the excess costs to complete the Traffic Signal.

       If the actual costs are less than the Estimated Traffic
       Costs, Lennar will be entitled to all savings.  Upon the
       City's acceptance of the Traffic Signal, the Escrow agent
       will distribute all excess funds held in the Escrow
       Account to Lennar.

   (b) Lennar will be responsible for the preparation of plans
       and specifications for the Traffic Signal, which will
       conform to the requirements of, and are subject to
       approval of, the City.

   (c) Lennar will be responsible for overseeing the construction
       and installment of the Traffic Signal in accordance with
       the Plans and Specifications, including employment of
       contractors.

   (d) Lennar will submit disbursement requests to the Escrow
       Agent, TOUSA Homes, and LP241, as necessary, to pay the
       actual incurred costs of the design or construction of the
       Traffic Signal.  The Escrow Agent will pay Lennar from
       funds held in the Escrow Account.

By entering into the Escrow Agreement, the Debtors will avoid the
costly and time-consuming process of arbitrating or litigating
the dispute with respect to the parties' contractual obligations
under the Seventh Amendment with respect to the Traffic Signal,
Mr. Singerman asserted.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. The
Debtors' financial condition as of April 30, 2008, showed total
assets of $1,826,724,633 and total debts of $2,265,568,841.  

The Debtors can exclusively file their chapter 11 plan until
Oct. 25, 2008.  (Sharper Image Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


TOWERS OF CHANNELSIDE: Wants Plan-Filing Period Extended to Aug. 7
------------------------------------------------------------------
Towers of Channelside, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to extend its exclusive period to file
a plan of reorganization until August 7, 2008, and its exclusive
period to solicit acceptances of that plan until October 6, 2008.

Section 1121 of the Bankruptcy Code provides that only the Debtor
may file a plan for the first 120 days following the Petition Date
and provides further that the exclusive period to seek acceptance
of that plan is set at 180 days following the Petition Date.  As
previously reported, on April 24, 2008, the Debtor timely filed
its Plan of Reorganization and Disclosure Statement.   

                  Confirmation Hearing on July 24

On April 28, 2008, the Court entered the Order Conditionally
Approving Disclosure Statement, Fixing Time to File Objections to
the Disclosure Statement, Fixing Time to File Applications for
Administrative Expenses, Setting Hearing on Confirmation
of Plan, and Setting Deadlines with Respect to Confirmation
Hearing.  Pursuant to the Disclosure Statement Approval Order, the
hearing on confirmation was originally scheduled for May 28, 2008.  
On May 8, 2008, with the consent of the Official Committee of
Unsecured Creditors and Wachovia Bank, the Debtor filed a motion
to extend the  deadlines under the Disclosure Statement
Approval Order.  The Court granted that motion and set June 20,
2008, as the deadline for the Debtor to file any amendments to the
Plan.  The confirmation hearing is now scheduled for July 24,
2008, at 1:30 p.m.

The Debtor is currently working with Wachovia and the Committee to
reach the terms of a consensual plan.  The Debtor assures the
Court that the requested extension of time will not prejudice
parties-in-interest and will permit the Debtor to attempt to
formulate a consensual Plan.  "This case has been pending for less
than four months," the Debtor notes.   

The Court will convene a hearing on the Debtor's request on
June 17, 2008, at 10:15 a.m.

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin        
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of $94,258,253.


TOWERS OF CHANNELSIDE: Court Okays Forizs as Committee's Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida permitted the Official Committee of Unsecured Creditors
appointed in The Towers of Channelside LLC's Chapter 11 case to
retain Forizs & Dogali, P.L. as its counsel, nunc pro tunc to
March 14, 2008.

As previously reported by the Troubled Company Reporter on
March 31, 2008, Forizs & Dogali will:

  a) serve as counsel for the Committee;

  b) meet and confer with the Committee and provide the Committee  
     legal advice concerning the Committee's powers, duties, and
     obligations;

  c) appear at hearings on behalf of the Committee in all matters
     requiring Committee participation which may include, but are
     not limited to hearings on cash collateral, sales, leases,
     officers' salaries, automatic stay matters, matters involving
     executory contracts, the Debtor's operations, disclosure
     hearings, plan hearings, and litigaion and potential
     litigation involving the Debtor, the Debtor's insiders,
     secured creditors and other parties;

  d) negotiate with counsel for the Debtor, secured creditors,
     equity holders, parties executory contracts, and others on
     various matters which affect the interests of unsecured
     creditors;

  e) review and analyze documents if requested;

  f) review and investigate the pre-petition activities of the
     Debtor, its insiders, its creditors and other parties and to
     advise the Committee concerning rights or claims which such
     activities may give rise to on behalf of the Debtor's estate;

  g) advise the Committee concerning claims against the Debtor and
     against property of the Debtor's estate; and

  h) perform such other services as may be required.

Forizs & Dogali's professionals bill:

     Professional               Hourly Rate
     ------------               -----------
     Zala Forizs, Esq.             $350
     Robert Wahl, Esq.             $325
     Timothy Woodward, Esq.        $300
     Jackie Taylor, Esq.           $190
     Eileen Bloom                  $100

Zala L. Forizs, Esq., a partner at Forizs & Dogali, had assured
the Court that the firm does not hold or represent any interest
adverse to the Debtor or its estate, and that the firm is a
"disinterested person" as such term is defined under Sec. 101(14)
of the bankruptcy code.

Mr. Forizs can be reached at:

     Zala L. Rorizs, Esq.
     Forizs & Dogali, P.L.
     4301 Anchor Plaza Parkway
     Suite 300
     Tampa, Florida 33634
     Tel: (813) 289-0700
     Fax: (813) 289-9435
     email: zforizs@forizs-dogali.com

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin        
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of $94,258,253.


TRAIN CAR: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Train Car, LLC
        42235 Happywood Road
        Hammond, LA 70403

Bankruptcy Case No.: 08-11312

Chapter 11 Petition Date: June 10, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street
                  Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  dsd@hellerdraper.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First Guaranty Bank              Loan                  $830,397
400 East Thomas Street
Hammond, LA 70401

Walter Travis                    Dozer/Backhoe         $102,500
467 Ethel Lane                   Services
Kentwood, LA 70444

Rick Luke                        Professional           $38,000
785 St. Albans Drive             Services - Interior
Boca Raton, FL 33486             Decorator

Jerry Peppenger                  Lien - Contractor       $6,150
                                 Commission

Gulf Coast Specialy Rock         Building Materials      $5,309

Frank C. Dudenhefer              Legal Services          $5,000

Daniel Edwards                                           $2,520

Jennifer Huber                   Cleaning Services         $700

Ray Porter                       Lawn Services             $300

Shirley Hall                     Cleaning Services         $250


UNIGENE LABS: March 31 Balance Sheet Upside-Down by $18,384,597
---------------------------------------------------------------
Unigene Laboratories Inc.'s balance sheet at March 31, 2008,
showed $15,661,904 in total assets and $34,046,501 in total
liabilities, resulting in a $18,384,597 in total stockholders'
deficit.

The company reported a net loss of $1,853,266 on revenue of
$4,314,098 for the first quarter ended March 31, 2008, compared
with a net loss of $244,168 on revenue of $6,328,272 in the same
period last year.

The decrease in revenue was primarily due to a decrease in revenue
from Novartis of $1,600,000 under a 2007 supply agreement.

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

               http://researcharchives.com/t/s?2da8                   

As reported in the Troubled Company Reporter on March 28, 2008,
Grant Thornton, in Edison, N.J., expressed substantial doubt about
Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.

The company has incurred annual operating losses since inception
and, as a result, at March 31, 2008, had an accumulated deficit of
$125,106,934.  The company says it needs additional cash from
sales, milestones or upfront payments or from financings in order
to meet its obligations for the next twelve months.  

                    About Unigene Laboratories

Based in Fairfield, N.J., Unigene Laboratories Inc. (OTC BB: UGNE)
-- http://www.unigene.com/-- is a biopharmaceutical company  
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.  

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.  


UNITED RENTALS: $679MM Stock Buyout Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on United
Rentals (North America) Inc. and parent company United Rentals
Inc., including the 'BB-' long-term corporate credit ratings on
both entities, on CreditWatch with negative implications.  The
CreditWatch listing follows United Rentals' announcement that it
has bought $679 million of its preferred stock and is offering to
buy up to $679 million of its common stock for a total of
$1.4 billion in a mostly debt-financed transaction.
      
"In addition to adding a significant amount of debt on the balance
sheet, this transaction comes at a time when conditions in end
markets, especially for nonresidential construction, are expected
to weaken, which adds to the risk," said Standard & Poor's credit
analyst John Sico.  Ratings could be lowered by one notch. United
Rentals' strategic decision reflects an aggressive financial
policy as it searches for alternatives to provide value to
shareholders.
     
Although existing outstanding bonds allow for a specific amount of
debt that can be issued for such a purpose, the unsecured issue
ratings could be lowered in line with the corporate credit rating
because of the increase in leverage beyond current expectations.  
In resolving the CreditWatch, S&P will monitor developments
associated with the company's tender offer for common stock and
review prospects for cash flow given end-market conditions in the
near-to-intermediate term.
     
The 'BB+' ratings on the just-completed $1.25 billion asset-backed
loan facility are also placed on CreditWatch with negative
implications.  However, the upsize in the facility to
$1.25 billion from $1 billion had minimum impact on recovery
prospects.  The existing secured bank loan ratings are withdrawn
following the completion of the new $1.25 billion ABL facility,
which was repaid with the proceeds from the new credit facility.
     
Through its network of approximately 670 locations in the U.S.,
Canada, and Mexico, United Rentals is the world's largest provider
of construction and industrial equipment rentals.


VALCOM INC: Amended Disclosure Statement Needs Further Revision
---------------------------------------------------------------
The Hon. Ernest Robles of the U.S. Bankruptcy Court for the
Central District of California, on June 5, 2008, gave conditional
approval to ValCom Inc.'s first amended disclosure statement
describing its amended plan of reorganization, Jamie Mason of The
Deal relates.

The Debtor has until June 16 to file its second amended plan of
reorganization, The Deal says.  Absent objections, a confirmation
hearing on the Debtor's amended disclosure statement is set for
June 23, 2008, the report adds.  If there are objections, a
hearing on the Debtor's disclosure statement will be convened on
July 1, 2008.  The Court is scheduled to conduct a plan
confirmation hearing on Aug. 5, 2008.

            Objections to Plan and Disclosure Statement

According to the report, the U.S. Trustee said that the Debtor's
disclosure statement did not contain sufficient information.  The
Deal reports that Laurus Master Fund Ltd. said there were
inconsistencies and misrepresentations in the plan relating to the
valuation of the Debtor's assets.

The U.S. Trustee had filed a motion to convert the Debtor's case
to a chapter 7 liquidation proceeding, or in the alternative,
appoint a chapter 11 trustee.  A story on the U.S. Trustee's case
conversion motion is in today's copy of the Troubled Company
Reporter.

               Provisions of the First Amended Plan

The first amended plan of reorganization that the Debtor filed on
May 27, 2008, contemplates on paying in full $29,950 in
administrative claims and $202,478 in priority tax claims, The
Deal reports.  According to The Deal, the Debtor expects its
business to generate $250,000 in cash, which will be used to pay
creditors.  The Debtor disclosed that it entered into various
deals that will steadily generate funds to support its
reorganization plan, The Deal quotes court filings as stating.

Under the plan, the Debtor will give equity interst to satisfy its
secured debt from Vincent and Teresa Vellardita, owed $350,000,
and Richard Shintaku/ICAG Inc., owed $650,000, The Deal says.

Unsecured creditors owed $195,019 will be paid with common stock
in the reorganized Debtor, The Deal reports.  The Debtor had
initially planned to pay unsecured creditors in cash.  Also under
the plan, equity holders wont' lose their interests in the
company, according to The Deal.

                           About ValCom

Based in Los Angeles, California, ValCom Inc. (PNK: VLCO) --
http://www.valcom.com/-- leases sound and production stages and   
produce films and TV programs.  It engages in studio rental; film,
television, and animation production; and broadcast television
businesses.

The Debtor filed voluntary petitions for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


VALCOM INC: Court to Consider Motion for Case Conversion on Aug. 5
------------------------------------------------------------------
The Deal's Jamie Mason says that ValCom Inc. tried to ask the U.S.
Bankruptcy Court for the Central District of California to dismiss
its case on Feb. 27, 2008, following the reversal of a summary
judgment against it.

On April 2, the Debtor withdrew its case dismissal motion when the
U.S. Trustee asked the Court to convert the chapter 11 case to a
chapter 7 liquidation proceeding, or in the alternative, appoint a
chapter 11 trustee in the case, The Deal says.

The Bankruptcy Court will consider the U.S. Trustee's motion for
case conversion or appointment of case trustee on Aug. 5, 2008,
The Deal relates citing court filings.

                   Reversal of Summary Judgment

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Valcom disclosed that the Court of Appeal of the State of
California, Second Appellate District, ordered that the summary
judgment be reversed in the matter of Valcom Inc., et al. v.
Chicago Title Company et al.  Summary judgment and the award of
attorney's fees in favor of Chicago Title were reversed, and the
matter was remanded for further proceedings against Chicago Title
with respect to breach of contract, conversion and violation of
section 2924k of California's Civil Code.  Additionally, the
accounting claim may proceed against Chicago Title, and the
company is entitled to recover the costs it incurred on appeal.

The TCR reported that Valcom sued Chicago and Laurus because they
retained the $500,000 overage.  Subsequently, the trial court
entered summary judgment in favor of Chicago and Laurus.  Laurus
and Chicago moved for attorney fees.  Laurus was granted $470,042
and Chicago was granted $65,600.

According to the TCR, Valcom and Valencia Entertainment
International LLC signed a first promissory note for the principal
sum of $6,000,000 in favor of Hawthorne Savings Bank. The
Hawthorne Note was secured by a senior lien on commercial property
owned by Valcom.  A second promissory note was signed by Valcom in
favor of Laurus and was denominated Note A.  It was for the
principal sum of $1,000,000.  A third promissory note of
$1,000,000 was signed by Valcom in favor of Laurus and was
denominated Note B. Notes A and B are secured by two deeds of
trust on the property.

The TCR continued that to prevent being foreclosed out of Deed 1
and Deed 2, Laurus paid off the Hawthorne Note for $6,559,636,
including fees and costs, and extinguished the senior lien.

The TCR said that after Valcom defaulted on Notes A and B, Laurus
retained Chicago Title Company to initiate foreclosure
proceedings.  At the foreclosure sale under Deed 2, Golden Forest
Properties, Inc. purchased the property for $2,405,093.  That
amount was $500,000 more than Valcom actually owed on Note A.  
Nonetheless, Laurus retained the overage of $500,000 and refused
to refund that money back to Valcom.  Subsequently, to avert
foreclosure under Deed 1, Golden Forest paid off Note A for
$7,508,000.  Included in Note A was the $6,559,636 Laurus paid to
satisfy the Hawthorne Note.  Ultimately, Laurus received total
proceeds of $9,913,094.

                         POW! Settlement

The Deal says citing court filings that Valcom and POW!
Entertainment Inc. reached a settlement regarding their dispute
over fraudulent money transfers.  The Deal relates that a third
party will give POW! $75,000 to settle the differences between the
two companies.

As related by the TCR on Sept. 18, 2007, ValCom filed suit against
POW! and Stan Lee for breach of contract of a joint venture
agreement involving the Disney Company.  Under the terms of the
Agreement, ValCom would own a 51% position while POW!
Entertainment would own 49% of the venture.

POW! asserted that Valcom's description of its dealings with POW!
and Stan Lee is inaccurate and misleading, the TCR said on
Sept. 24, 2007.

                           About ValCom

Based in Los Angeles, California, ValCom Inc. (PNK: VLCO) --
http://www.valcom.com/-- leases sound and production stages and   
produce films and TV programs.  It engages in studio rental; film,
television, and animation production; and broadcast television
businesses.

The Debtor filed voluntary petitions for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


VESTA INSURANCE: Plan Trustee Allowed to Settle with Vesta Fire
---------------------------------------------------------------
Lloyd T. Whitaker, in his capacity as Plan Trustee for the
estate of Vesta Insurance Group, Inc., sought and obtained the
permission of the U.S. Bankruptcy Court for the Northern District
of Alabama to enter into a settlement with:

   * Prime Tempus, Inc., as special deputy receiver;

   * Vesta Fire Insurance Corporation, Vesta Insurance
     Corporation, Shelby Casualty Insurance Company, Shelby
     Insurance Company, Texas Select Lloyds Insurance Company,
     and Select Insurance Services, Inc.; and

   * Vesta Timber Co., LLC.

The settlement aims to resolve the treatment of (i) the VIG Plan
Trustee's claims in the receivership action of Vesta Fire and its
subsidiaries pending in the District Court of Travis County, in
Texas, and in the adversary proceeding filed by the VIG Plan
Trustee against Vesta Timber; and (ii) the Receiver's and the
Texas Receivership Entities' claims against VIG.

The Receiver filed, on behalf of various Texas Receivership
Entities, claims totaling approximately $84,525,678, against VIG
based on a certain consolidated tax allocation agreement, dated
June 28, 1995, entered into among VIG and certain of its
subsidiaries, including the Texas Receivership Entities.  The VIG
Plan Trustee asserted that the TRE Claims should not be allowed
in an amount of more than approximately $18,000,000.  
Subsequently, The VIG Plan Trustee filed claims against the Texas
Receivership Entities in their receivership proceedings.

The VIG Plan Trustee seeks to avoid and recover transfers
totaling $1,641,200 made by VIG to Vesta Timber.

                     Settlement Agreement

As a result of good faith discussions, the VIG Plan Trustee, the
Receiver, and Vesta Timber ultimately reached an agreement-in-
principle resolving their outstanding disputes.  The salient
elements of the settlement-in-principle include:

   (a) Prime Tempus will pay, or cause Vesta Timber to pay,
       $1,000,000 to the VIG Plan Trustee as an initial
       settlement payment, and upon the receipt of which the Plan
       Trustee will dismiss with prejudice the Vesta Timber
       Avoidance Claims;

   (b) The Receiver will pay to the Plan Trustee an amount equal
       to the claims payment received by the Texas Receivership
       Entities from Florida Select Insurance Agency, Inc., for
       maximum amount of $500,000;

   (c) Vesta Fire will pay the Plan Trustee one-third, up to a
       maximum amount of $500,000, of the cash residual value of
       J. Gordon Gaines, Inc. received by any of the Receivership
       Parties;

   (d) Vesta Fire will have an allowed general unsecured claim
       against Vesta for $68,000,000, plus any postpetition or
       post-confirmation interest with respect to Vesta Fire's
       interest in the Senior Debentures and Senior Notes;

   (e) J. Gaines is to transfer to Vesta Fire its claims, except
       for the excluded Vesta Claims, in accordance with the
       Settlement Agreement;

   (f) Pursuant to the Tax Sharing Agreement, Vesta will have
       allowed general unsecured claims against the Receivership
       Entities in these amounts:

          Select Insurance Services   -- $8,469,038
          Shelby Insurance Company    --  2,989,857
          Texas Select Lloyds         --    591,027
          Shelby Casualty             --    347,894
          Vesta Insurance Corp.       --    131,865

   (g) The Receivership Parties will not object to Vesta's claims
       for (i) $4,986,727 in the receivership proceeding of
       American Founders Financial Corporation, and (ii)
       $1,126,790 against FSIA;

   (h) The Plan Trustee and the Receiver will select and approve
       terms for the retention of contingency counsel to pursue
       claims with respect to an entity, all related claims and
       and causes of action, its bankruptcy estate, or its plan
       trustee, receiver or liquidator has against former
       professionals, of which the net recovery will be        
       apportioned 50% each to Vesta and the Receivership
       Parties;

   (i) Vesta will release the Receiver, the Texas Department of
       Insurance, the Receivership Parties and the receivership
       assets of all claims including the Receivership Claims and
       any claims related to or arising out of the Texas
       Receivership Action;

   (j) The Receivership Entities and the Receiver will release
       Vesta and the Plan Trustee of all claims that the
       Receivership Entities or the Receiver may have against
       them with respect to the Texas Receivership Action; and

   (k) Vesta Timber will release Vesta and the Plan Trustee of
       any and all claims.

The VIG Plan Trustee contends that the settlement-in-principle
results in Vesta's immediate recovery of $1,000,000, and the
right to recover more from the Receivership Entities through
certain claims against J. Gaines and Florida Select, which
according to the Plan Trustee, will exceed $500,000.

The Plan Trustee also sought and obtained the Court's permission
to file confidential addendum to the Settlement Agreement under
seal.  The Plan Trustee says the request "[will] keep the
Addendum confidential so that Professional Claim defendants will
not be able to obtain information regarding the timing of the
funding by the VIG Plan Trustee of expenses for the prosecution
of the Professional Claims."  The Court rules that "[t]he
Addendum and its terms [will] not be subject to discovery."

                    About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  (Vesta Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


VESTA INSURANCE: Court Okays Deal with Tex. Receivership Entities
-----------------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama approved the settlement among Kevin
O'Halloran, Plan Trustee for J. Gordon Gaines, Inc., Vesta Timber
Co., LLC; and Vesta Fire Insurance Corporation and its
subsidiaries.

Subject to certain conditions, Prime Tempus, Inc., the special
deputy receiver for Vesta Fire and its subsidiaries in their
receivership action pending in the District Court of Travis
County, in Texas, will give the Gaines Plan Trustee access to
business records in which J. Gaines is transferring its interests
pursuant to the settlement.  

The settlement requires the Gaines Plan Trustee to transfer to
Vesta Fire all of J. Gaines' right, title and interest in:

   -- J. Gaines' assets, excluding the cash on hand it has on
      hand at the Effective Date of the settlement;

   -- 90% interest in the net recovery, if any, from any Claim
      asserted by J. Gaines or on its behalf against any of its
      present or former directors and officers;

   -- 100% interest in the proceeds of J. Gaines' retained
      assets; and

   -- the proofs of claim filed by J. Gaines in Vesta Insurance
      Group's bankruptcy case.

A full-text copy of the Gaines Settlement is available for free
at http://bankrupt.com/misc/Gaines&SDRSettlementAgreement.pdf

                    About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  (Vesta Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


VESTA INSURANCE: Court Okays J. Gordon-Affirmative $7.2MM Deal
--------------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Kevin O'Halloran, in his
capacity as Plan Trustee for J. Gordon Gaines, Inc., to execute
the settlement he entered into with Affirmative Insurance
Holdings, Inc., Affirmative Insurance Company, and Property
Casualty Insurance Company.

Among other things, the settlement calls for Mr. O'Halloran's
withdrawal of his objection to Affirmative Insurance's Claim No.
56 for $7,200,000; and the Adversary Proceeding he initiated
against AIH and AIC.

Judge Bennett rules that absent Vesta Insurance Group, Inc.'s
written consent or further Court Order, the Gaines Plan Trustee
will not intentionally make available or produce documents or
information that are subject to VIG's attorney-client, work
product or joint defense privilege to Affirmative Insurance,
including, but not limited to, any communications between the
Gaines Plan Trustee and VIG in connection with the Adversary
Proceeding.

Judge Bennett directs Mr. O'Halloran to provide VIG with copies
of documents to be produced by Gaines pursuant to the settlement
prior to any production to Affirmative Insurance.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/Gaines&AIHSettlement.pdf

                    About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  (Vesta Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


VICORP RESTAURANTS: FTI Approved as Panel's Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of VICORP Restaurants
Inc. and VI Acquisition Corp. permission to employ FTI Consulting
Inc. as its financial advisor.

As reported in the Troubled Company Reporter on May 16, 2008,
FTI Consulting will, among others, render assistance to the
Committee in the review of financial related disclosures required
by the Court, information and analysis regarding the Debtors'
financing, and financial data distributed by the Debtors to
creditors and other parties-in-interest.

Steven Simms, a senior managing director at FTI Consulting, told
the Court that FTI will seek compensation for $125,000 per month
for the first six months, $100,000 per month for the following 3
months, and $75,000 for after each consecutive month.

In addition, Mr. Simms told the Court that the firm expects to
receive a completion fee ranging from $350,000 to $500,000.

Mr. Simms assured the Court that the firm does not represent any
interest adverse to the Debtors' estates and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                     About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts       
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtors selected The Garden City Group
Inc as their claims, noticing and balloting agent effective June
1, 2008.  The U.S. Trustee for Region 3, appointed seven members
to the Official Committee of Unsecured Creditors in the Debtors'
cases.  Milbank Tweed Hadley & McCloy LLP represents the Committee
in these cases.  When the Debtors filed for protection from their
creditors they listed estimated assets and debts of $100 million
to $500 million


WALTER INDUSTRIES: 2.8 Mil. Shares Offering Cues S&P's Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Tampa-based Walter Industries
Inc. on CreditWatch with positive implications.
     
The CreditWatch listing follows the company's announcement that it
had commenced an offering of 2.8 million shares of common stock in
a follow-on offering.  The company estimates net proceeds of about
$250 million ($290 million if the underwriters' option is
exercised in full), which will be used to reduce outstanding
borrowings on its senior secured credit facility.
     
"If the offering is completed as outlined and proceeds are used to
reduce debt," said Standard & Poor's credit analyst Sherwin
Brandford, "Walter's financial profile will improve to a level we
would consider to be good for the current rating, given current
operating conditions, with pro forma adjusted debt to trailing
twelve-month EBITDA of about 2.5x."
     
In resolving its CreditWatch listing, S&P will monitor the
developments of the planned offering and also assess the company's
near and intermediate term business and financial strategies.


WELLMAN INC: Wants to Extend Exclusivity Deadline to September 30
-----------------------------------------------------------------
Wellman, Inc., and its debtor-subsidiaries ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the time
within which they have the exclusive right to file a Chapter 11
plan to Sept. 30, 2008, and exclusive right to solicit acceptances
of that plan to Nov. 30, 2008.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
said the proposed extension will give the Debtors more time to
continue negotiating with their stakeholders to determine whether
they would pursue a potential sale of their assets or a
restructuring plan.

Since the Petition Date, the Debtors have been considering either
an asset sale or a restructuring plan that would maximize the
value of their assets.  Following approval of their  postpetition
financing, the Debtors have started marketing their assets and
negotiating with buyers to secure a stalking horse bid.  While
pursuing a sale process, the Debtors have also negotiated with
their major stakeholders about the viability of a restructuring
plan.

Mr. Henes said the Debtors' stakeholders are now skeptical over
pursuing an asset sale, pointing out that the bids they received
so far from the buyers failed to gain support from the
stakeholders.

"Moreover, the [Debtors'] capital structure is complex as [their]
various debt holders hold liens in different types of  
collateral," Mr. Henes further explained, adding that this would
lead to disputes among the DIP lenders and the informal groups of
first and second lien holders regarding their entitlement to the
sale proceeds in case those are not enough to pay their claims.

On the contrary, the majority of the stakeholders support a
process that would culminate in a confirmed restructuring plan,
Mr. Henes noted.  He further said that the Debtors had already
been provided with separate proposals for a restructuring plan by
the first and second lien holders and have been holding dialogue
with them concerning the proposals.

According to Mr. Henes, the issue over what to choose between
pursuing an asset sale and a restructuring plan will be
determined not just by the Debtors but also by the continued
negotiations with the stakeholders.

A hearing to consider the proposed extension is on June 17, 2008,
at 10:00 a.m., Eastern Time.  Deadline to submit objections is on
June 13, 2008, at 4:00 p.m.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and     
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WEST GALENA: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: West Galena Real Estate, LLC
             7768 Purple Sage
             Park City, UT 84098

Bankruptcy Case No.: 08-54048

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        West Galena Holdings, LLC                  08-54064
        Lot 129, LLC                               08-54066

Type of Business: The Debtors are real estate developers.  Their
                  project involves the development of hotel and
                  condominium units on prime lots near the
                  Telluride, Colorado ski and golf resorts.  Each
                  of the debtors is responsible for the
                  development of a discrete portion of the overall
                  project.

Chapter 11 Petition Date: May 10, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtors' Counsel: Judy B. Calton, Esq.
                  Email: jcalton@honigman.com
                  Honigman Miller Schwartz & Cohn, LLP
                  2290 First National Bldg.
                  Detroit, MI 48226
                  Tel: (313) 465-7344
                  Fax: (313) 465-7345
                  http://www.honigman.com

West Galena Real Estate LLC's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:    $10 million to $50 million

A. West Galena Real Estate LLC's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Daniel M. Honigman, Esq.       $10,483,370
375 Eagle Dr.
Jupiter, FL 33477

Honigman Foundation, Inc.      $3,910,599
19195 Eastwood
Harper Woods, MI 48225

Aaron Honigman                 $1,726,453
7768 Purple Sage
Park City, UT 84095

AB Ridge II, LLC               $1,303,067
7768 Purple Sage
Park City, UT 84095

ADK Capital, LLC               $480,546
7768 Purple Sage
Park City, UT 84095

Rosewood Hotel & Resorts, LLC  $100,000

Thomas C. Bell, Esq.           $74,246

Thomas G. Foley, Jr.           $1

Gene Dackonish, Esq.           $1

Thomas G. Kennedy, Esq.        $1

B. West Galena Holdings, LLC's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Daniel M. Honigman, Esq.       $10,483,370
375 Eagle Dr.
Jupiter, FL 33477

Honigman Foundation, Inc.      $3,910,599
19195 Eastwood
Harper Woods, MI 48225

Aaron Honigman                 $1,726,453
7768 Purple Sage
Park City, UT 84095

AB Ridge II, LLC               $1,303,067
7768 Purple Sage
Park City, UT 84095

ADK Capital, LLC               $480,546
7768 Purple Sage
Park City, UT 84095

Rosewood Hotel & Resorts, LLC  $100,000

Thomas C. Bell, Esq.           $74,246

Thomas G. Foley, Jr.           $1

Gene Dackonish, Esq.           $1

Thomas G. Kennedy, Esq.        $1

C. Lot 129, LLC's 14 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Daniel M. Honigman, Esq.       $5,934,549
375 Eagle Dr.
Jupiter, FL 33477

Honigman Foundation, Inc.      $339,002
19195 Eastwood
Harper Woods, MI 48225

ADK Capital, LLC               $232,383
7768 Purple Sage
Park City, UT 84095

AB Ridge II, LLC               $220,750

Aaron Honigman                 $136,063

Thomas C. Bell, Esq.           $74,246

SourceGas, LLC                 $11,582

San Miguel Power Association   $886

Quest                          $315

Town of Mountain Village       $163

Gene Dackonish, Esq.           $1

Thomas G. Foley, Jr.           $1

Mike Rich                      $1

Thomas G. Kennedy, Esq.        $1


* S&P Says Commercial Real Estate Prices Soften Despite Downturn
----------------------------------------------------------------
The U.S. commercial real estate sector, though showing softening
in prices in some areas, remains relatively strong -- a contrast
to the continuing steep downturn in residential real estate
and the overall decline in the U.S. economy.
      
"It's a pleasant surprise that commercial real estate prices are
still holding up," said David Blitzer, managing director and
chairman of the Index Committee at Standard & Poor's.
     
Overall, the results are mixed, though stronger than expected, for
commercial real estate according to the latest S&P/GRA Commercial
Real Estate Indices, released May 20, 2008.  Because of a lag in
data collection, the report reflects February 2008 results.  There
are 10 commercial real estate indices contained within the report
-- a national composite index, five geographic regional indices,
and four national property sector indices.
     
The estimated value of all direct commercial real estate in the
U.S. is $5.3 trillion: retail ($1.9 trillion or 36% of the total),
office ($1.5 trillion, or 29%), apartments ($1.3 trillion, or
24%), and industrial ($191 billion, or 4%), with the hospitality
sector making up the remainder of the market; this is roughly a
quarter of the total value of U.S. residential property.
     
Retail property reported the biggest gain for the one-month period
(February versus January), and warehouses continued to post the
highest 12-month return.  Retail was the only sector to have a
positive return--0.8%--in the February/January period.  "We're not
out of the woods for retail yet," Mr. Blitzer said.  "If retailers
continue to face tough times due to the economy, some will close
stores and that will eventually be seen in the data."  The office
sector reported the largest monthly decline, negative 1.9%, and
has had the lowest return over the past 12 months at 3.8%.
     
The national composite reported an annual price appreciation of
5.5%, versus February 2007, down from the 7.0% reported in January
2008's data.  This is significantly lower than this cycle's peak
of 14.5% reported in June 2006.  The five regions showed mixed
results.  Two of the regions had positive monthly returns while
three regions reported negative returns.  The national composite
was also negative, down 1% in February from January.  After
reporting the highest return in the January/December period, the
Northeast reported the largest price decline in the
February/January period, negative 2.4%.
      
"Overall, the results for commercial real estate were mixed for
the month. The national index was slightly in the red, returning
negative 0.1%.  The sectors and regions of the market that
performed the best for the month are the ones that have been
relative laggards over the past 12 months," Mr. Blitzer noted.
     
The best-performing region was the Mid-Atlantic South, up 1.1%.  
Over the past 12 months, the warehouse sector and the Pacific West
have been the strongest performers with annual growth rates of
8.6% and 9.4%, respectively.  The apartment sector is also gaining
ground.  "We'll keep our eyes on apartments over the next few
months, as we've observed what could prove to be a turnaround in
this sector," Mr. Blitzer said.  The annual growth rate for
apartments is currently registering 6.7%, off of a recent low of
negative 3.5%, reported in June 2007.
      
"In the broader picture, commercial real estate has done
reasonably well," Mr. Blitzer said.  "It didn't have the price
run-up that was seen in the residential sector.  Some softness has
been seen in commercial, but there's certainly not the boom-and-
bust that's taken place in residential.  The key question going
forward is the extent to which the economy and the real estate
sector respond to the financial market shifts of the past year."


* Pluris Finds Split Reaction on Auction-Rate Securities Failure
----------------------------------------------------------------
Corporate America has shown a staggering difference of opinion in
reaction to the failure of the auction-rate securities market,
ranging from business-as-usual to discounting the value of ARSs by
much as 98%, a survey of 395 corporate ARS holders by Pluris
Valuation Advisors LLC has found.

While 210 companies continue to account for their auction-rate
securities at full par value, 185 have booked an impairment
charge, recognizing that ARSs are no longer worth their full par
value.

"The 'fair value' of an asset is whatever the market says it is
worth," Espen Robak, Pluris president, said.  "When auctions are
failing because of a lack of demand for an asset, the logical
conclusion is that some discount from par value is in order.  
However, it is not unusual for companies to take some time to
analyze the issue and its impact on values."

One reason for the difference in reaction may be that companies
hold different types of ARSs, as some ARSs remain safe and
relatively liquid while others are very illiquid and of
questionable credit quality, Mr. Robak said.

He added that some issuers of ARSs may also be uncertain about
what constitutes a reasonable discount for ARSs.  While it is
still in its early stages, Mr. Robak said the rapidly evolving
secondary market can help determine ARSs' fair value, as required
by FAS 157, the new valuation standards that took effect on
Jan. 1, 2008.

ARSs are used by municipalities, student-loan companies, closed-
end funds and others to raise capital.  Interest rates are set
periodically at auctions held by investment banks.  Whenever there
was sufficient bidding interest at auctions, banks in the past
have stepped in to support the market.

However, because of other demands for capital, since mid-February
banks have been allowing the auctions to fail.  As a result, ARSs,
which were considered to be a "cash equivalent," became illiquid.

The largest discounts were generally taken by the largest holders
of ARSs.  Of those taking an impairment charge, in 90 cases -
nearly half of the 185 companies - ARSs accounted for more than
half of their cash holdings.

Businesses took a total write down of $1.85 billion in the first
quarter.  Mr. Robak believes smaller companies will close the gap
with larger companies by taking write downs this quarter.

The largest write down among companies studied was taken by
Bristol-Myers Squibb, which recognized $456 million in impairment
charges - a 57% discount - based on valuation models taking into
account expected cash flow streams and collateral values,
including assessments of credit quality, default risk, discount
rates and overall market liquidity.

The largest discount as a fraction of par value, however, was
taken by IncrediMail Ltd., which wrote off 98% of its ARS
holdings.

"Overall, the data indicates that at this early date, the full
impact of the loss of liquidity from this market has not quite
been realized by all of the holders,"  Mr. Robak said.  "Some
companies may be waiting to see if the auction market recovers and
others may be waiting to see what actions other public companies
will take.  Whatever the reason, the market has not yet fully
adjusted to auction failures."

                  About Pluris Valuation Advisors

Based in New York City, Pluris Valuation Advisors --
http://www.PlurisValuation.com.-- is a full-service valuation  
firm specializing in the valuation of illiquid securities, and in
providing data and analytics on restricted securities of public
companies, auction-rate securities, stock options and other assets
that lack liquidity.  Pluris valuations are used by public
companies, hedge funds, high-net-worth families, and other
investors and their advisors for financial reporting, tax
purposes, business transactions and litigation support.  Pluris
has proprietary access to the LiquiStat(TM) database on trades
from the secondary market for auction-rate securities.


* Focus Management Hired as Investment Advisor to Tarpon Debtors
----------------------------------------------------------------
Tarpon Industries Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Focus Management Group as their investment
banker and advisor, nunc pro tunc to May 29, 2008.

Focus Management is expected to assist the Debtors in
administering and executing a going concern sale of the business
under Section 363 of the U.S. Bankruptcy Code.

Ken Naglewski, a restructuring advisor with extensive experience
in Chapter 11 reorganizations, distressed business sales,
financial restructurings and operational turnarounds, will lead
the advisory team.  Mr. Naglewski is a managing director of Focus
Management Group, and is a Certified Insolvency and Restructuring
Advisor and Certified Turnaround Professional.

                    About Tarpon Industries

Based in Marysville, Michigan, Tarpon Industries Inc. --
http://www.tarponind.com/-- manufactures and sells engineered  
steel storage rack systems and a variety of steel tubing products
in the United States and Canada through its subsidiary Eugene
Welding Co.  The company's products include structural and roll-
formed steel selective racks, push-back racks, cantilevered racks,
archival storage systems and order picking systems.  The company
markets its steel tubing products throughout the Unites States to
OEM automotive, boating, industrial equipment, construction,
agricultural, steel service centers, leisure and recreational
vehicle markets.

The company and its affiliate filed for Chapter 11 protection on
April 29, 2008 (Bankr. E.D. Mich. Case Nos. 08-50367 and 08-
50381).  Jeffrey S. Grasl, Esq. and Stephen M. Gross, Esq., at
McDonald Hopkins LLC, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $10
million to $50 million.

                  About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides  
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of eighty professionals.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Gene Shawn Group, LLC
      dba AQ Dental Laboratory
      dba Cosmos Dental Laboratory
      dba American Dental Resources
      dba Another Dental Laboratory
   Bankr. E.D. Calif. Case No. 08-27406
      Chapter 11 Petition filed June 3, 2008
         See http://bankrupt.com/misc/caeb08-27406.pdf

In Re Green Blade Management, Inc.
      dba GBMI
   Bankr. S.D. Ala. Case No. 08-11952
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/alsb08-11952.pdf

In Re Cosmo Store Services, LLC
   Bankr. C.D. Calif. Case No. 08-13110
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/cacb08-13110.pdf

In Re Michael Patrick Overton
   Bankr. C.D. Calif. Case No. 08-16602
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/cacb08-16602.pdf

In Re Naz Auto Sales & Repair, Inc.
   Bankr. M.D. Fla. Case No. 08-04645
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/flmb08-04645.pdf

In Re Ronald J. Heromin
   Bankr. M.D. Fla. Case No. 08-08138
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/flmb08-08138.pdf

In Re Cam's Subway #29659, Inc.
   Bankr. W.D. Ky. Case No. 08-32336
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/kywb08-32336.pdf

In Re KRS Associates, LLC
   Bankr. E.D. Mich. Case No. 08-53641
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/mieb08-53641.pdf

In Re Seitz Technical Products, Inc.
   Bankr. E.D. Penn. Case No. 08-13685
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/paeb08-13685.pdf

In Re Sanford David Bosem
   Bankr. S.D. Fla. Case No. 08-17429
      Chapter 11 Petition filed June 4, 2008
         Filed as Pro Se

In Re The Marina at South Bay, LLC
   Bankr. M.D. Ga. Case No. 08-51429
      Chapter 11 Petition filed June 4, 2008
         Filed as Pro Se

In Re Jeanne F. Reid
   Bankr. E.D. Va. Case No. 08-13200
      Chapter 11 Petition filed June 4, 2008
         Filed as Pro Se

In Re Terry Wayne Springer
      aka Terry Springer, MD
   Bankr. N.D. Tex. Case No. 08-42582
      Chapter 11 Petition filed June 4, 2008
         See http://bankrupt.com/misc/txnb08-42582.pdf

In Re Milano Studio Furs, Inc.
   Bankr. C.D. Calif. Case No. 08-18016
      Chapter 11 Petition filed June 5, 2008
         See http://bankrupt.com/misc/cacb08-18016.pdf

In Re Elisa Villalobos
   Bankr. C.D. Calif. Case No. 08-18031
      Chapter 11 Petition filed June 5, 2008
         See http://bankrupt.com/misc/cacb08-18031.pdf

In Re The Woodshop, LLC
   Bankr. M.D. La. Case No. 08-10822
      Chapter 11 Petition filed June 5, 2008
         See http://bankrupt.com/misc/lamb08-10822.pdf

In Re William C. Arnold
   Bankr. D. Mass. Case No. 08-14131
      Chapter 11 Petition filed June 5, 2008
         See http://bankrupt.com/misc/mab08-14131.pdf

In Re DCS Enterprises
      dba Cottman Transmission
   Bankr. D. N.J. Case No. 08-20489
      Chapter 11 Petition filed June 5, 2008
         See http://bankrupt.com/misc/njb08-20489.pdf

In Re Leonor E. Calinisan
   Bankr. S.D. Calif. Case No. 08-05014
      Chapter 11 Petition filed June 5, 2008
         Filed as Pro Se

In Re Cheryl Armenio-Stazinski
      aka Cheryl Armenio
      aka Cheryl A. Stazinski
      aka Cheryl Stazinski
   Bankr. D. Mass. Case No. 08-14129
      Chapter 11 Petition filed June 5, 2008
         Filed as Pro Se

In Re James J. Morgan
   Bankr. D. Ariz. Case No. 08-06690
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/azb08-06690.pdf

In Re A Pressing Engagement, LLC
      dba Fenwicks Fine Rugs of Scottsdale
   Bankr. D. Ariz. Case No. 08-06749
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/azb08-06749.pdf

In Re Land Home Development Co., Inc.
   Bankr. D. Colo. Case No. 08-17932
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/cob08-17932.pdf

In Re Teddy G, LLC
   Bankr. D. Conn. Case No. 08-50491
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/ctb08-50491.pdf

In Re McMullen Energy Co., LLC
   Bankr. M.D. La. Case No. 08-10826
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/lamb08-10826.pdf

In Re Alicia F. Myer
      dba Creative Learning Child Care
   Bankr. D. N.D. Case No. 08-30575
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/ndb08-30575.pdf

In Re Princeton Management Resources, Inc.
   Bankr. D. N.J. Case No. 08-20607
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/njb08-20607.pdf

In Re 37-39 Carr Avenue Corp.
   Bankr. D. N.J. Case No. 08-20617
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/njb08-20617.pdf

In Re Yeager Homes, Inc.
   Bankr. M.D. Penn. Case No. 08-02044
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/pamb08-02044.pdf

In Re Beth B. Baker
   Bankr. W.D. Penn. Case No. 08-23772
      Chapter 11 Petition filed June 6, 2008
         See http://bankrupt.com/misc/pawb08-23772.pdf

In Re Investors Property Corp.
   Bankr. M.D. Fla. Case No. 08-03245
      Chapter 11 Petition filed June 6, 2008
         Filed as Pro Se

In Re Odebolt, LLC
   Bankr. D. Ariz. Case No. 08-06686
      Chapter 11 Petition filed June 6, 2008
         Filed as Pro Se

In Re Alejandro Ramirez
   Bankr. C.D. Calif. Case No. 08-18072
      Chapter 11 Petition filed June 6, 2008
         Filed as Pro Se

In Re Decotrim, Inc.
   Bankr. E.D. N.Y. Case No. 08-43642
      Chapter 11 Petition filed June 8, 2008
         See http://bankrupt.com/misc/nyeb08-43642.pdf

In Re Ameritrim Manufacturing, Inc.
   Bankr. E.D. N.Y. Case No. 08-43643
      Chapter 11 Petition filed June 8, 2008
         See http://bankrupt.com/misc/nyeb08-43643.pdf

In Re Ferguson Industries, Inc.
   Bankr. D. Alaska Case No. 08-00325
      Chapter 11 Petition filed June 9, 2008
         See http://bankrupt.com/misc/akb08-00325.pdf

In Re Henry C. Morgan
   Bankr. N.D. Ala. Case No. 08-71135
      Chapter 11 Petition filed June 10, 2008
         See http://bankrupt.com/misc/alnb08-71135.pdf

In Re A&V Plus, Inc.
   Bankr. D. N.J. Case No. 08-20745
      Chapter 11 Petition filed June 10, 2008
         See http://bankrupt.com/misc/njb08-20745.pdf

In Re N&A Clothiers, Inc.
   Bankr. D. N.J. Case No. 08-20746
      Chapter 11 Petition filed June 10, 2008
         See http://bankrupt.com/misc/njb08-20746.pdf

In Re Cidra Memorial, Inc.
   Bankr. D. P.R. Case No. 08-03725
      Chapter 11 Petition filed June 10, 2008
         See http://bankrupt.com/misc/prb08-03725.pdf

In Re Cesar E. Renta Cortes
   Bankr. D. P.R. Case No. 08-03741
      Chapter 11 Petition filed June 10, 2008
         See http://bankrupt.com/misc/prb08-03741.pdf

In Re Darryl Tyrone Poole
      aka Darryl Poole
   Bankr. N.D. Ga. Case No. 08-70939
      Chapter 11 Petition filed June 10, 2008
         Filed as Pro Se

In Re Igelsia Drive Project, LLC
   Bankr. C.D. Calif. Case No. 08-18234
      Chapter 11 Petition filed June 10, 2008
         Filed as Pro Se

In Re Uptown Collision, Inc.
   Bankr. M.D. Tenn. Case No. 08-04852
      Chapter 11 Petition filed June 10, 2008
         See http://bankrupt.com/misc/tnmb08-04852.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

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

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

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

                    *** End of Transmission ***