TCR_Public/080624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 24, 2008, Vol. 12, No. 149           

                             Headlines

ABITIBIBOWATER INC: SVP Thor Thornsteinson to Retire August 1
ACE HOLDING: Receiver Wants 5% Commission from Foreclosure Action
AEI: Moody's Assigns B2 Rating to Planned $250MM Unsec. Notes
AIRTRAN HOLDINGS: Reveals Second Quarter Outlook, Capacity Plans
ALANCO TECH: Grosses $1 Mil. in Private Offering of 100,000 Shares

ALOHA AIRLINES: Latham OK'd as Special Counsel in Mesa Air Suit
ALOHA AIRLINES: Watanabe OK'd as Special Counsel in Mesa Air Suit
AMEREX GROUP: Amends Convertible, Credit Notes Deal with CAMOFI
AMERICAN HOME: Moody's Cuts Ratings of 95 Tranches from ARM Deals
AMERICAN COMMERCE: Pender Newkirk Expresses Going Concern Doubt

AMERICAN SURGICAL: Posts $1,375,393 Net Loss in 2008 First Quarter
AMERISTOCK CORP:Reports Final Results of ETF Trust Liquidation
AMP'D MOBILE: Can Sell Remaining $170,000 Assets to Great American
AMP'D MOBILE: Can Hire Cypress LLP as Special Litigation Counsel
ANCHOR GLASS: Seeks Final Decree to Close Chapter 11 Case

ASCALADE COMMUNICATIONS: Posts Default Status Statements
ATSI COMMUNICATIONS: Auditors Withdraw Going Concern Warning
AURIGA LABORATORIES: Issues Promissory Note to Prospector Capital
AURIGA LABS: March 31 Balance Sheet Upside-Down by $7,920,246
AXIA INC: S&P Withdraws Ratings After Credit Refinancing

BAXL HOLDINGS: March 31 Balance Sheet UpsideDown by $3,540,151
BAYOU GROUP: Convicted Ex-Official Flees with Aid of Girlfriend
BEAR STEARNS: Moody's Cuts Ratings of 108 Tranches from ARM Deals
BHM TECHNOLOGIES: Proposes Two Restructuring Options Under Plan
BHM TECHNOLOGIES: Alters Terms of $45 Mil. DIP Fund from Lehman

BIOFORCE NANOSCIENCES: Posts $746,162 Net Loss in 2008 1st Quarter
BOOZ ALLEN: Moody's Assigns B3 Rating to Proposed $550MM Loan
CARE LEVEL: Gets OK to Access Steve Goldman's Cash Collateral
CARE LEVEL: Selects Levene Neale as Bankruptcy Counsel
CHAMPION BILLIARD: Case Summary & 40 Largest Unsecured Creditors

CHARTERHOUSE BOISE: Judge Pappas Decides to Liquidate Property
CHINA RECYCLING: Zhong Yi Expresses Going Concern Doubt
CHRYSLER FINANCIAL: Moody's Changes Outlook to Neg.; Holds B1 CFR
CHRYSLER LLC: Moody's Holds B3 CF & PD Ratings; Outlook is Neg.
CHRYSLER LLC: S&P Places Corporate Credit Rating Under Neg Watch

CHRYSLER LLC: DBRS Places 'B' Issuer Rating Under Negative Review
CLEARPOINT BUSINESS: Secures $12MM Financing from ComVest Capital
CMC TELECOM: Final Hearing on Disclosure Statement Set Today
COMM 2006-FL: Moody's Cuts Rating of Class MSH4 Cert. to Ba2
CORD BLOOD: To Pay Interest Only Under Amended Deal with Corcell

COUNTRYWIDE: Moody's Cuts Ratings of 435 Tranches from ARM Deals
CSFB MORTGAGE: Moody's Cuts Ratings of Seven Classes of 2007-TFL-2
CRICKET COMMUNICATIONS: S&P Holds 'B-' Rating on $300MM Sr. Notes
CYGNE DESIGNS: Posts $3.8MM Net Loss in First Qtr. Ended April 30
DAIMLERCHRYSLER FINANCIAL: S&P Puts Ratings Under Negative Watch

DAWAHARES LEXINGTON: Obtains Interim OK to Use Cash Collateral
DENNY'S CORPORATION: Discloses New Organizational Structure
DESIGN BUILDERS: Case Summary & 20 Largest Unsecured Creditors
DLJ COMMERCIAL: Moody's Affirms Ba2, Ca, & C Ratings on 3 Classes
DOWNEY SAVINGS: Moody's Cuts Ratings of 45 Tranches; 14 on Review

DRIFTWOOD MOTEL: Case Summary & Six Largest Unsecured Creditors
DRIGGS FARMS: Case Summary & 20 Largest Unsecured Creditors
DUKE FUNDING: Moody's Junks Ratings of 6 Classes of Notes
EMPIRE REFRIGERATION: Case Summary & 20 Largest Unsec. Creditors
EQUIPOINT FINANCIAL: Case Summary & 20 Largest Unsecured Creditors

EQUIVEST ST. THOMAS: Court Confirms Chapter 11 Reorganization Plan
ETERNAL ENERGY: Posts $358,712 Net Loss in 2008 First Quarter
FIRST FINANCIAL: Voluntary Chapter 11 Case Summary
FORD MOTOR: Vehicle Demand Fall Cues Moody's Negative Outlook
FORD MOTOR: S&P Places Corporate Credit Rating Under Neg Watch

FORD MOTOR: DBRS Reviews Ratings on Decline of Operations
FREMONT GENERAL: Court Sets Trading Limitations to Equityholders
FTD INC: Moody's to Raise B1 CFR Upon United Online's Acquisition
GENERAL MOTORS: S&P Places Corporate Credit Rating Under Neg Watch
GENERAL MOTORS: DBRS Places Ratings Under Negative Review  

GENERAL MOTORS: Details Plant Production Schedule Adjustments
GLOBE RE: Moody's Gives Baa3, Ba2, and B2 Ratings to Securities
GMAC LLC: DBRS Cuts Rating to B on High Exposure to ResCap
GMAC LLC: S&P Puts 'B' Rating Under Negative Watch
GREENPOINT MORTGAGE: Moody's Cuts Ratings of 149 Tranches

HABANA CUBA: Case Summary & 5 Largest Unsecured Creditors
HAIGHTS CROSS: Working Capital Deficit Cues Moody's Junk Ratings
HERBST GAMING: Payment Failures Cue Moody's Ca/LD Rating
HUKILL OIL: Voluntary Chapter 11 Case Summary
HUNTSMAN CORP: Sues Apollo in Relation to Terminated Basell Merger

HUNTSMAN CORP: Moody's Reviews Ba3 CF Rating for Possible Cut
IAP WORLDWIDE: S&P Lifts Ratings on Completed Debt Restructuring
IMPAC MORTGAGE: Unit's CEO and President Execute Employment Pacts
INDEVUS PHARMA: CEO Defers Retirement Due to NEBIDO Approval Delay
INNOPHOS HOLDINGS: Earns $9.3 Million in 2008 First Quarter

INSMED INC: To Appeal Nasdaq's Decision to Delist Securities  
INVERNESS MEDICAL: Moody's Confirms B2 Corporate Family Rating
LEAP WIRELESS: Moody's Gives Caa1 Rating to $200MM Notes
LEAP WIRELESS: Unsecured Credit Limit Raised to $1.65BB
LEAP WIRELESS: Prices $220MM Offering of Convertible Senior Notes

LEHMAN XS: Moody's Cuts Ratings of 181 Tranches, Reviews 58
LINENS N THINGS: Wants to Employ Citigroup Global as Banker
LINENS N THINGS: Committee Wants to Retain Cole Schotz as Counsel
LODGENET INTERACTIVE: March 31 Balance Sheet Upside-Down by $83MM
MAGNOLIA FINANCE IV: Moody's Cuts Rating of $3MM Notes to Ba2

MAGNOLIA FINANCE II: Moody's Cuts Rating of $2MM Notes to B3
MAGNOLIA FINANCE V: Moody's Cuts Rating of $3MM Notes to Ba2
MDWERKS INC: Posts $2,644,388 Net Loss in 2008 First Quarter
MEADE INSTRUMENTS: Moss Adams Expresses Going Concern Doubt
MERGE HEALTHCARE: Board OKs Redemption of Share Purchase Rights

MERRILL LYNCH: Moody's Holds Ratings of 10 Cert. Classes
MERRILL LYNCH: Moody's Holds Ba3, B2, and B3 Ratings on Certs.
METRO ONE: Posts $631,632 Net Loss in Third Quarter Ended April 30
METROPCS WIRELESS: Moody's Changes Outlook; Affirms B2 CF Rating
MIDDLETOWN ESTATE: Voluntary Chapter 11 Case Summary

MODAVOX INC: Malone & Bailey, PC Expresses Going Concern Doubt
MODERN CONTINENTAL: Tunnel Collapse Suit Cues Bankruptcy Filing
MODERN CONTINENTAL: Case Summary & 19 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Cuts US$6.844MM Notes Rating to BB+ from AAA
MORGAN STANLEY: Fitch Cuts Two Notes Ratings; Removes Neg. Watch

MORGAN STANLEY: Fitch Slashes US$69.9MM Notes Rating to B from AA
MOVIE GALLERY: Board of Directors Adopts Incentive Equity Plan
MOVIE GALLERY: Names Sherif Mityas as Retail Operation CEO
MTR GAMING: S&P Revises Outlook to Negative from Stable
NARROWSTEP INC: Rothstein Kass Expresses Going Concern Doubt

NLRC: Files Creditor Protection under BIA, Might Sell Assets
NITRO PETROLEUM: April 30 Balance Sheet Upside-Down by $1,508,782
ORAGENICS INC: Closes $2.6 Mil. Equity Financing
OWENS CORNING: Reports NYSE Listing of Series B Warrants
PATIENT SAFETY: Chief Executive William Adams Named Board Member

PRC LLC: Court Confirms Chapter 11 Joint Plan of Reorganization
PROBE MFG: March 31 Balance Sheet Upside-Down by $144,004
QUEBECOR WORLD: Seeks to Assume Dex Media Printing Deal
QUEBECOR WORLD: Incurs $190 Mil. Net Loss in First Quarter 2008
REATA PETROLEUM: Voluntary Chapter 11 Case Summary

REMGRIT REALTY: Case Summary & 13 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: DBRS Assigns 'CCC' Rating on 8.500% Sr. Notes
REVE SPC: Moody's to Review 11 Classes of Notes for Possible Cut
RHODE ISLAND HEALTH: S&P Chips Rating on $10.6MM 1994 Bonds to BB-
RIVIERA HOLDINGS: S&P Holds Rating; Changes Outlook to Developing

ROGERS COMMS: Fitch Lifts Sr. Sub. Notes Rating to BBB- from BB+
SAINT MICHAEL MOTOR: Files Schedules of Assets and Liabilities
SAINT MICHAEL MOTOR: Taps Adams and Reese as Counsel
SAINT MICHAEL MOTOR: Creditors 341(a) Meeting Set June 25
SAINT MICHAEL MOTOR: Gets Interim OK to Use DIP Financing

SCO GROUP: Exclusive Plan Filing Period Extended Through Aug. 11
SILVA BOWLING: Case Summary & 34 Largest Unsecured Creditors
SORIN CDO: Moody's Cuts Rating on $402MM Notes from Baa3 to Ba2
SPANISH BROADCASTING: Fails to Sustain Moody's B2 Ratings
STRIKEFORCE TECH: March 31 Balance Sheet Upside-Down by $5,235,404

STRUCTURED ASSET: Moody's Cuts Ratings of 148 Tranches
STUDIO THEATRE: Case Summary & 20 Largest Unsecured Creditors
TALECRIS BIOTHERAPEUTICS: Moody's Confirms Caa1 CFR, Outlook Pos
TRINITY CARPET: Case Summary & 20 Largest Unsecured Creditors
VALLEY HEALTH: Fitch Assigns 'CC' Rating to $79.5 Million Bonds

VANTAGE LOFTS: Case Summary & 20 Largest Unsecured Creditors
VIASPACE INC: Posts $2,326,000 Net Loss in 2008 First Quarter
WACHOVIA BANK: Moody's Affirms Ratings of Class P Trust at B3
WAVE SYSTEMS: Pays Shares to Agent as Part of $1.7MM Financing
WAVE SYSTEMS: Regains Compliance with Nasdaq Marketplace Rules

WHITEHALL JEWELERS: Files for Ch.11 Protection; Selling All Assets
WHITEHALL JEWELERS: Case Summary & 30 Largest Unsecured Creditors
WHX CORP: Board Approves Executives' Performance Cash Bonuses
WMALT: Moody's Cuts Ratings on 169 Tranches; Reviews 61
WORLDSPACE INC: Inks Amendment & Exchange Pact with Four Lenders

* A.M. Best Takes Rating Actions on Various Canadian Companies

* Magazine Names Skadden Arps America's Best Corporate Law Firm

* Large Companies with Insolvent Balance Sheets

                             *********

ABITIBIBOWATER INC: SVP Thor Thornsteinson to Retire August 1
-------------------------------------------------------------
Thor Thorsteinson disclosed his intention to retire as
AbitibiBowater Inc.'s Senior Vice President, International
Business Division, effective as of Aug. 1, 2008.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/ -- produces a wide range of    
newsprint, commercial printing papers, market pulp and wood
products.  AbitibiBowater owns or operates 27 pulp and paper
facilities and 34 wood products facilities located in the United
States, Canada, the United Kingdom and South Korea.  
AbitibiBowater is also among the world's largest recyclers of
newspapers and magazines.  AbitibiBowater's shares trade under the
stock symbol ABH on both the New York Stock Exchange and the
Toronto Stock Exchange.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
the senior unsecured debt issues of AbitibiBowater Inc., Abitibi-
Consolidated Inc., and Bowater Inc.  At the same time, S&P lowered
the issue-level rating on these debts to 'CCC+' from 'B-'.


ACE HOLDING: Receiver Wants 5% Commission from Foreclosure Action
-----------------------------------------------------------------
David L. Ganje, Esq., appointed receiver in the bankruptcy case of
Ace Holding LLC, requested the U.S. Bankruptcy Court for the
Northern District of New York to fix his commission at 5% of the
monies collected and disbursed, or $2,282, relating to a
foreclosure action filed with the Supreme Court for the State of
New York, County of Albany.

The foreclosure case is entitled The Comptroller of the State of
New York as Trustee for the New York State Common Retirement Fund
v. Ace Holding LLC, The Community Preservation Corporation,
Historic Pastures Homeowners Association Inc., Andrea M.
Wilkinson, et al.

Mr. Ganje also asked the Court to authorize the payment of the
commission from the receivership estate.

Mr. Ganje related that since the beginning of the receivership, he
has received gross funds or revenues in the amount of $45,648 from
the rents collected from the receivership premises at 160 South
Pearl Street through 176 South Pearl Street of the City of Albany
in New York.

The receiver reported that these are the only remaining vendors
with unpaid bills due from the receivership:

   a. Jack Gundrum Invoice dated April 12, 2008, for $485;
   b. Jack Gundrum Invoice dated April 15, 2008, for $436; and
   c. Lightning Legal Invoice number 65403 dated April 21, 2008,
      for $163.

The receiver reported that a real property homeowner's
association, Highlander Associates, has an unliquidated claim for
homeowner association fees based on its activities on behalf of
the real property.

The Court will hear the receiver's request for payment on June 25,
2008, at 10:30 a.m.

                         About Ace Holding

Rensselaer, New York-based Ace Holding LLC develops and owns real
property consisting of a fully renovated mixed-use building at 147
South Pearl Street, and nine contiguous single family townhomes at
160 to 176 South Pearl Street in Albany, New York.  The company
filed second chapter 11 petition on April 11, 2008 (Bankr.
N.D.N.Y. Case No. 08-11084).  Judge Robert E. Littlefield Jr.
presides over the case.  Michael D. Assaf, Esq., at Assaf &
Mackenzie represent the Debtor in its restructuring efforts.  The
Debtor's schedules showed total assets of $11,983,533 and total
liabilities of $917,198.

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


AEI: Moody's Assigns B2 Rating to Planned $250MM Unsec. Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the B1 Corporate Family
Rating for AEI and assigned a B2 rating to AEI's proposed issuance
of $250MM senior unsecured notes due in 2018.  In addition,
Moody's has affirmed AEI's senior secured credit facilities rating
of Ba3.  The outlook remains stable.

The rating affirmations reflect Moody's expectation that AEI will
use the proceeds from the proposed offering for debt repayment and
to fund new investment opportunities.  The notes are expected to
be issued in late June 2008.

The B2 rating for the notes reflect their low tier standing as the
new unsecured notes are contractually subordinated to a much
larger issue of $968MM senior secured bank term loans due in March
of 2014 and $500MM of senior secured bank revolving facilities due
in March 2012.

The rating for the senior unsecured notes was determined using
Moody's Loss Given Default model.  Based on AEI's B1 Corporate
Family Rating and Probability of Default Ratings of B1, and as a
result of the small size of the proposed offering relative to the
existing senior secured facilities, the LGD model would suggest a
rating of B3.

The B2 rating assigned reflects Moody's understanding that over
time, the company intends to shift its parent company debt more
toward senior unsecured notes and to reduce the percentage of
secured credit facilities in its capital structure.

The rating also reflects Moody's view, based on the diversity of
AEI's portfolio and the moderate amount of leverage currently
employed at the operating companies, that in a default scenario
and possible sale of individual operating companies that there
would likely be excess collateral available to the senior
unsecured note holders.

AEI's B1 CFR also reflects its moderately leveraged consolidated
capital structure and the structural subordination of its parent
level recourse debt to a significant amount of non-recourse debt
at its operating companies.  Moody's views the structural
subordination constraints as somewhat mitigated by the
diversification provided by AEI's operating subsidiaries and by
the stable and predictable cash flows provided by operations in
various other countries, including Colombia, Guatemala, Dominican
Republic, Poland, Turkey and the Philippines, in addition to
Brazil.

We note, however, the company is still in the early stages of its
formation and is considering making additional investments in
countries such as China and Peru, in which they have recently
entered and have a limited operating history.

Over the forecast horizon, we expect AEI to generate positive free
cash flow and to maintain consolidated FFO to debt coverage of
approximately 20%.  The company's ratio of consolidated debt to
total capitalization is currently about 59% and is projected to
increase slightly as we expect the company will begin some
greenfield construction projects.

A number of the company's key projects are also currently lightly
levered at the operating company level.  Under reasonable
scenarios the company could withstand the nationalization of other
projects without a materially adverse effect on the parent's
credit profile, as long as they are not a primary source of cash
reliance for AEI's debt service requirements and investment needs
and the company is able to at least recover its costs.

We also note that approximately 45% of the AEI's 2007 cash
received from subsidiaries were supported by businesses with
revenues that are either US dollar denominated or US dollar-
linked, which mitigates to some degree the volatility of currency
risk.

Additionally, the liquidity position at both the group and parent
level is adequate, sustained by strong operating cash flows at the
operating company level, the aggregate $500 million revolving
credit facility, and cash on hand.

Ratings/Assessments assigned:

AEI

Senior Unsecured Notes due in 2018B2 (LGD5, 75%)

Ratings affirmed/Assessments revised:

AEI

  -- Corporate Family Rating -- B1
  -- Probability of Default Rating -- B1
  -- Senior secured credit facilities -- Ba3 (LGD3, 34%)

Incorporated in the Cayman Islands, AEI is an international
holding company of investment interests in a globally diversified
portfolio of 37 companies that engage in natural gas distribution,
transportation, and services; power generation and distribution,
and retail fuel.

AEI's businesses are located within 19 countries, which are
primarily speculative grade emerging market economies.  In
aggregate, the group's power infrastructure serves the power needs
of approximately 6 million customers worldwide.  A wholly owned
subsidiary of AEI, AEI Services LLC has offices in Houston, TX.


AIRTRAN HOLDINGS: Reveals Second Quarter Outlook, Capacity Plans
----------------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
Inc., provides updated guidance for its second quarter outlook and
the company's fleet and capacity plans for 2008 and 2009.

                  Fuel Prices and Hedging Activity

Initial fuel guidance for the second quarter was given in April
2008 and prices were based upon an underlying price of $127 per
barrel of jet fuel before taxes, transportation, and into-plane
fees.  At that time, the company expected fuel prices to average
$3.20 to $3.25 per gallon net of fuel hedging gains.

Since that time, jet fuel prices have risen to over $165 per
barrel before taxes, transportation, and into-plane fees.  Airtran
currently anticipates that its GAAP basis all-in fuel costs for
the second quarter will be between $3.75 to $3.80 per gallon.  
When the company includes the realized gains related to its fuel
related derivatives that do not qualify for hedge accounting,
Airtran currently anticipates that its economic all-in cost per
gallon will be between $3.65 to $3.70 per gallon.  The airline
company expects that its fuel hedges and fuel related derivatives
that do not qualify for hedge accounting, will provide cash
savings of approximately $15 million versus market prices in the
second quarter.

As of April 2008, the company had fuel hedge and derivative
contracts covering 48% of estimated fuel needs for the second
quarter and approximately 50% of its fuel needs for the remainder
of 2008 based on anticipated capacity at that time.  The company's
fuel hedge and derivative portfolio contains compound derivatives
with sold out of the money options which act to limit the benefit
of collars to the extent that the current market price level
exceeds the sold call option prices.  Approximately two-thirds of
Airtran hedged quantities for the remainder of 2008 involve sold
calls.

The company has increased its fuel hedge and derivative positions
during the second quarter in an effort to further manage rising
fuel prices through a combination of collars and fixed price
options on crude oil and gulf coast jet fuel.  Based on an
underlying crude oil price of $130 per barrel and a $30 per barrel
refinery spread ($160 per barrel of jet fuel, before taxes,
transportation, and into-plane fees), the company's percentage of
fuel hedged and estimated all-in price per gallon hedged are, as
of June 15, 2008:

                                    Estimated All-in
            Period     % Hedged       Price/Gallon
            ------     --------       ------------
            Q208       55 - 60%       $3.55-3.60

            Q308       70 - 75%       $3.65-3.70

            Q408       50 - 55%       $3.55-3.60

            2009       20 - 25%       $3.65-3.70

The amounts include the benefits of anticipated future realized
gains on fuel related derivatives which do not qualify for hedge
accounting.  Additionally the percentage hedged is based on the
company's latest capacity projections and hedge portfolio as of
June 15, 2008.

                           Revenue Outlook

Initial revenue guidance for the second quarter was given in April
2008 and at that time the company expected passenger unit revenues
to increase 5 to 6% year over year.

During the quarter the company has experienced strong traffic
growth, but yield growth has been slower than the company's
expectations despite numerous fare increases.  The current outlook
for unit revenues is for a year over year improvement of 1.5 to
2%.

The company believes that in some of its markets fares were
increased too rapidly which limited the company's ability to
effectively manage close-in demand (inside the month).  This has
resulted in an increased mix of lower-yielding, connecting
traffic.  The company recently made changes to its pricing and
revenue management strategies that in the near-term has produced
more favorable yield results.

Advanced bookings and revenues for the third quarter remain well
ahead of last year at higher fares.  The combination of strong
advance bookings and recent changes to the company's pricing and
revenue management strategies are currently expected to exceed the
unit revenue growth in the first half of this year.

                            Cost Outlook

Initial unit cost guidance for the second quarter was given in
April 2008, and at that time the company expected non-fuel unit
costs to decline 1 to 1.5% year over year.  The decline in non-
fuel unit costs excludes the beneficial impact of realized gains
on the sale of aircraft in each period.

As a result of improved efficiencies and solid operating
performance, the company now expects non-fuel unit costs to
decline 2 to 2.5% year over year in the second quarter, excluding
the impact of gains on sale of aircraft in each period.

                         Capacity Outlook

In April 2008, the company announced that it was suspending its
growth plans beginning in September 2008 and extending through
2009.  The result of this action was that capacity, as measured by
ASMs, would be no more than flat year over year, which represents
a 10% reduction from the Company's original plans for late 2008
and 2009.  In response to the continued rise in fuel prices and
concerns about potential economic weakness this fall, the company
intends to reduce capacity by an additional 5% beginning in
September 2008.  This will result in a 5% reduction in ASMs year
over year and represents, at a minimum, a 15% reduction from the
company's initial plans for late 2008 and more than a 10%
reduction in ASMs from planned 2009 levels.

In the last several weeks, several domestic competitors have
disclosed capacity reductions similar to those the company
announced in April.

To effect capacity reductions, so far in the second quarter, the
company has sold two new 737-700 aircraft and arranged the
deferral of 18 new aircraft deliveries from 2009-2011 to 2013-
2014.  The company has written agreements for the sale/disposition
of an additional five aircraft in 2008.  Capacity may be reduced
further pending market conditions and aircraft negotiations.

In conjunction with such capacity reductions, the company expects
to terminate service to Stewart-Newburgh, New York in September
2008, and eliminate seasonal service to Daytona Beach, Florida.

The company currently expects its fleet size to be between 135-140
aircraft at the end of 2008, down from an original plan of 147
aircraft.  Should the price of fuel or economic conditions warrant
the need for additional capacity cuts, the Company is prepared to
further reduce its fleet size.

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  The outlook is stable.


ALANCO TECH: Grosses $1 Mil. in Private Offering of 100,000 Shares
------------------------------------------------------------------
Alanco Technologies Inc. completed a private offering of 100,000
non-convertible shares of Series D Preferred Stock at a price of
$10.00 per share.  The accredited investors included a director of
the company who purchased 50,000 shares.  The gross proceeds
received by the company from the offering was $1,000,000.

A full-text copy of the Powers, Preferences, Rights and
Limitations of the Series D Preferred Stock is available for free
at http://ResearchArchives.com/t/s?2e7a

Headquartered in Scottsdale, Ariz., Alanco Technologies Inc.
(Nasdaq: ALAN) -- http://www.alanco.com/-- is a provider of   
wireless tracking and asset management solutions through its
StarTrak Systems and Alanco/TSI PRISM subsidiaries.

At March 31, 2008, the company's consolidated balance sheet showed
$29,715,600 in total assets, $11,034,300 in total liabilities,
$878,300 in preferred stock, and $17,803,000 in total
stockholders' equity.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Semple, Marchal & Cooper LLP, in Phoenix, Arizona, expressed
substantial doubt about Alanco Technologies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing firm reported that the company  
incurred significant losses from operations, anticipates
additional losses in fiscal 2008, and has insufficient working
capital as of June 30, 2007, to fund the anticipated losses.


ALOHA AIRLINES: Latham OK'd as Special Counsel in Mesa Air Suit
---------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Hawaii approved the retention of Latham & Watkins LLP as
special litigation counsel to Dane S. Field, interim chapter 7
trustee in the case of Aloha Airlines Inc. and its debtor-
affiliates.

Compensation of the firm will be paid by Yucaipa Corporate
Initiative Fund I LP, and not by the estate.  The firm does not
need to file fee applications for the payment so long as it
presents its bills to the case trustee and to the Office of the
U.S. Trustee.  Objection to the payment of the fees by the case
trustee and the U.S. Trustee may be resolved through petitioning
the Court for a hearing.

Latham & Watkins LLP will represent the case trustee as co-counsel
with Watanabe Ing & Komeiji LLP in a litigation entitled Aloha
Airlines Inc., et al., v. Mesa Air Group Inc., et al. pending in
the U.S. District Court for the District of Hawaii, case number
07-00007, nunc pro tunc to May 22, 2008.

Creditors asserting a security interest in the Mesa Litigation
include GMAC Commerical Finance LLC and Yucaipa.

The case trustee maintained that Latham does not represent or hold
any interest adverse to the Debtors or the estate.

                        Mesa Litigation

On Dec. 30, 2004, Airgroup and Aloha filed petitions for relief
under chapter 11 in the Bankruptcy Court of Hawaii and their cases
were jointly administered before the Hon. Robert J. Faris.

On Nov. 27, 2005, the Bankruptcy Court entered an order confirming
the joint plan of reorganization proposed by Airgroup and Aloha,
and Yucaipa.  The effective date of the plan occurred on Feb. 20,
2006.

On Jan. 9, 2007, the Debtors commenced the Mesa Litigation.  On
March 20, 2008, the Debtors again filed petitions for relief under
chapter 11, and that case was converted to chapter 7 liquidation
proceeding on April 29, 2008.

The firm can be reached at:

   Robert D. Crockett, Esq.
   (robert.crockett@lw.com)
   Robert A. Klyman, Esq.
   (robert.klyman@lw.com)
   Latham & Watkins LLP
   633 West Fifth Street, Suite 4000
   Los Angeles, CA 90071
   Tel: (213) 485-1234
   Fax: (213) 891-8763
   http://www.lw.com/

                      About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are     
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063), and emerged from Chapter 11 bankruptcy protection in
Feb. 20, 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets and debts of $100 million to $500 million.

On April 29, the Bankruptcy Court converted the Debtors' cases
into chapter 7 liquidation proceedings.  The next day, the United
States Trustee appointed Dane S. Field to serve as chapter 7
trustee for the cases.


ALOHA AIRLINES: Watanabe OK'd as Special Counsel in Mesa Air Suit
-----------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Hawaii approved the retention of Watanabe Ing & Komeiji LLP as
special litigation counsel to Dane S. Field, interim chapter 7
trustee in the case of Aloha Airlines Inc. and its debtor-
affiliates.

Compensation of the firm will be paid by Yucaipa Corporate
Initiative Fund I LP, and not by the estate.  The firm does not
need to file fee applications for the payment so long as it
presents its bills to the case trustee and to the Office of the
U.S. Trustee.  Objection to the payment of the fees by the case
trustee and the U.S. Trustee may be resolved through petitioning
the Court for a hearing.

Watanabe will represent the case trustee as co-counsel with Latham
& Watkins LLP in a litigation entitled Aloha Airlines Inc., et
al., v. Mesa Air Group Inc., et al. pending in the U.S. District
Court for the District of Hawaii, case number 07-00007, nunc pro
tunc to May 22, 2008.

Creditors asserting a security interest in the Mesa Litigation
include GMAC Commerical Finance LLC and Yucaipa.

The case trustee maintained that Watanabe does not represent or
hold any interest adverse to the Debtors or the estate.

                        Mesa Litigation

On Dec. 30, 2004, Airgroup and Aloha filed petitions for relief
under chapter 11 in the Bankruptcy Court of Hawaii and their cases
were jointly administered before the Hon. Robert J. Faris.

On Nov. 27, 2005, the Bankruptcy Court entered an order confirming
the joint plan of reorganization proposed by Airgroup and Aloha,
and Yucaipa.  The effective date of the plan occurred on Feb. 20,
2006.

On Jan. 9, 2007, the Debtors commenced the Mesa Litigation.  On
March 20, 2008, the Debtors again filed petitions for relief under
chapter 11, and that case was converted to chapter 7 liquidation
proceeding on April 29, 2008.

The firm can be reached at:

   John. T. Komeiji, Esq.
   Brian A. Kang, Esq.
   (bkang@wik.com)
   Watanabe Ing & Komeiji LLP
   999 Bishop Street, 23rd Floor
   Honolulu, HI 96813
   Tel: (808) 544-8300
   Fax: (808) 544-8399
   http://www.wik.com/

                      About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are     
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063), and emerged from Chapter 11 bankruptcy protection in
Feb. 20, 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets and debts of $100 million to $500 million.

On April 29, the Bankruptcy Court converted the Debtors' cases
into chapter 7 liquidation proceedings.  The next day, the United
States Trustee appointed Dane S. Field to serve as chapter 7
trustee for the cases.


AMEREX GROUP: Amends Convertible, Credit Notes Deal with CAMOFI
---------------------------------------------------------------
Amerex Group, Inc., entered into a letter of agreement with CAMOFI
Master LDC, pursuant to which the parties agreed to amend:

   (i) the Senior Secured Convertible Note due Nov. 21, 2010,
in         
       the aggregate principal amount of $6,131,235.47 made by the
       company in favor of CAMOFI, and the additional transaction
       documents, as the same have been amended by those certain
       letter agreements between the company and CAMOFI dated
       Dec. 19, 2007, May 9, 2008, May 16, 2008, May 22, 2008,
       May 27, 2008, and June 4, 2008, and

  (ii) the Revolving Credit Note dated Aug. 31, 2006, in the
       original principal amount of $1,500,000, and the additional      
       transaction documents.

Pursuant to the agreement,

   (a) the payment dates for interest under the Note were amended,

   (b) the aggregate principal amount of the New Note referred to
       in paragraph 4 of the Dec. 19, 2007 letter agreement was
       increased by $3,114,525,

   (c) the Revolver was amended to increase the amount of the
       obligations thereunder by $425,301,

   (d) the definition of Monthly Redemption Date under the Note
       was amended to mean the first day of each month, commencing
       on the first day of September 2008, or sooner as provided
       in the Letter Agreement,

   (e) the parties agreed that Kaiser facility and other excess
       real estate assets shall be sold by Sept. 1, 2008, and
       other terms regarding the sale of those assets and the
       disposition of the proceeds from those sales,

   (f) The company's affirmative covenant in the Dec. 19, 2007
       letter agreement to raise at least $2.5 million in equity
       on terms satisfactory to CAMOFI by March 31, 2008, was
       amended to require such sale of equity by no later than
       Sept. 1, 2008,

   (g) certain dates under the Registration Rights Agreement
       between the parties were extended and certain terms were
       amended,

   (h) the term of the Revolver was extended until Sept. 1, 2008,   
       and

   (i) the company agreed to retain a restructuring advisor
       satisfactory to CAMOFI upon terms and conditions
       satisfactory to the Company and CAMOFI, and to continue the
       engagement of such restructuring advisor until any and all
       amounts due and owing by the Company to CAMOFI have been
       repaid in full.

Based on the provisions of the Letter Agreement, the company and
CAMOFI acknowledged and agreed that, after giving effect to the
terms of the Letter Agreement, and the execution of documents
evidencing the same, each party will be in good standing under the
Note, the Revolver and the transaction documents related to each,
and that there will be no defaults under the Note, the Revolver or
any such transaction documents by either party.

                     About Amerex Group Inc.

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

                      Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company incurred a net loss of $7,114,098 during
the year ended Dec. 31, 2007, and, as of that date, had a working
capital deficiency of $3,537,914 and stockholders' deficit of
$7,688,449.  

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


AMERICAN HOME: Moody's Cuts Ratings of 95 Tranches from ARM Deals
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 95
tranches from 14 Option ARM transactions issued by American Home.  
Thirty three tranches remain on review for possible further
downgrade.  Additionally, 12 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: American Home Mortgage Assets Trust 2006-1

  -- Cl. X-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for   
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3; Placed Under Review  
     for further Possible Downgrade

Issuer: American Home Mortgage Assets Trust 2006-2

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Baa3

Issuer: American Home Mortgage Assets Trust 2006-3

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa3

Issuer: American Home Mortgage Assets Trust 2006-4

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa1

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Baa2

Issuer: American Home Mortgage Assets Trust 2006-5

  -- Cl. A-3-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa1

  -- Cl. M-3, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Baa2

Issuer: American Home Mortgage Assets Trust 2006-6

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1

  -- Cl. M-9, Downgraded to Ca from Ba2

Issuer: American Home Mortgage Assets Trust 2007-1

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Baa2 from Aa1

  -- Cl. M-3, Downgraded to Ba3 from Aa1

  -- Cl. M-4, Downgraded to B1 from Aa2

  -- Cl. M-5, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1

Issuer: American Home Mortgage Assets Trust 2007-2

  -- Cl. M-2, Downgraded to Aa3 from Aa1

  -- Cl. M-3, Downgraded to A1 from Aa1

  -- Cl. M-4, Downgraded to Baa3 from Aa2

  -- Cl. M-5, Downgraded to Ba1 from Aa3

  -- Cl. M-6, Downgraded to Ba3 from A1

  -- Cl. M-7, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: American Home Mortgage Asset Trust 2007-4

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba3

Issuer: American Home Mortgage Assets Trust 2007-5

  -- Cl. M-2, Downgraded to A2 from Aa1

  -- Cl. M-3, Downgraded to Baa3 from Aa2

  -- Cl. M-4, Downgraded to Ba2 from Aa3

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B3 from Baa2

  -- Cl. M-8, Downgraded to Caa1 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba3

Issuer: American Home Mortgage Investment Trust 2005-4

  -- Cl. I-M-2, Downgraded to A2 from Aa3

Issuer: American Home Mortgage Investment Trust 2006-2

  -- Cl. I-M-1, Downgraded to Baa1 from Aa2

Issuer: American Home Mortgage Investment Tr 2006-3

  -- Cl. I-M-1, Downgraded to A3 from Aa1

  -- Cl. I-M-2, Downgraded to Ba3 from Aa2

  -- Cl. I-M-3, Downgraded to B1 from Aa3

  -- Cl. I-M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-5, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

Issuer: American Home Mortgage Investment Trust 2007-1

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. IO-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A2 from Aaa

  -- Cl. M-2, Downgraded to Baa3 from Aa1

  -- Cl. M-3, Downgraded to Ba1 from Aa1

  -- Cl. M-4, Downgraded to Ba2 from Aa2

  -- Cl. M-5, Downgraded to Ba3 from Aa3

  -- Cl. M-6, Downgraded to B1 from A2

  -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to Ca from Caa2


AMERICAN COMMERCE: Pender Newkirk Expresses Going Concern Doubt
---------------------------------------------------------------
Pender Newkirk & Company LLP in Tampa, Fla., raised substantial
doubt about the ability of American Commerce Solutions, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Feb. 29, 2008.  The
auditor pointed to the company's net loss during the year ended
Feb. 29, 2008, accumulated deficit of $18,250,936 and negative
working capital at Feb. 29, 2008.  In addition, the company is in
default on several notes payable at Feb. 29, 2008.

The company has incurred substantial operating losses since
inception and has used about $381,185 of cash in operations for
the year ended February 29, 2008. The Company recorded losses from
continuing operations of $1,036,246 and $1,450,388 for the years
ended Feb. 29, 2008, and Feb. 28, 2007, respectively.  Current
liabilities exceed current assets by $2,561,319 at Feb. 29, 2008.

The notes payable as of Feb. 29, 2008, include notes with a total
amount of $654,436, which are currently in default.  Notes payable
to related parties amount to $591,336, which are not necessarily
indicative of the terms and amounts that would have been incurred
had comparable agreements been made with independent parties.

The company posted a net loss of $1,036,246 on net sales of
$2,850,768 for the year ended Feb. 29, 2008, as compared with a
net loss of $1,450,388 on net sales of $2,351,288 in the prior
year.

At Feb. 29, 2008, the company's balance sheet showed $5,122,213 in
total assets, $4,078,039 in total liabilities, and $1,044,174 in
total stockholders' equity.  

The company's consolidated balance sheet at Feb. 29, 2008, showed
strained liquidity with $396,743 in total current assets available
to pay $2,958,062 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2e54

                     About American Commerce

Headquartered in Bartow, Fla., American Commerce Solutions Inc.  
(OTCBB: AACS) -- http://www.aacssymbol.com/-- is primarily a  
holding company with two wholly owned subsidiaries; International
Machine and Welding Inc. is engaged in the machining and
fabrication of parts used in industry, and parts sales and service
for heavy construction equipment; Chariot Manufacturing Company,
Inc., which was acquired on Oct. 11, 2003, from a related party,
manufactures motorcycle trailers with fiberglass bodies.


AMERICAN SURGICAL: Posts $1,375,393 Net Loss in 2008 First Quarter
------------------------------------------------------------------
American Surgical Holdings Inc. reported a net loss of $1,357,393
on net revenues of $2,030,455 for the first quarter ended
March 31, 2008, compared with a net loss of $138,183 on net
revenues of $2,571,275 in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$3,604,220 in total assets, $3,328,070 in total liabilities, and
$276,150 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,808,346 in total current assets
available to pay $3,828,070 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?2e63

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2008,
Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about American Surgical Holdings 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 said the company incurred a net operating loss
in 2007, used cash in operating activities, and had an accumulated
deficit in retained earnings at year end.  Webb & Company added,
"in June and July 2008, the company has about $3.129 million in
notes payable and accrued interest coming due for repayment.  At
the present time, the company does not have the necessary funds to
repay this amount."

                     About American Surgical

Headquartered in Houston, American Surgical Holdings Inc.
(OTC BB: ASRG) -- http://www.asainc.us/-- through its subsidiary,  
American Surgical Assistants Inc., provides surgical assistant
services to patients, surgeons, and healthcare institutions.  The
company's services include identification of anatomical landmarks,
securing blood vessels, recognizing pathological situations,
providing and securing proper assistance in exposure of the
operative field, closure of the surgical wound, and the
application of casts and dressings.

These surgical assistants offer services in the general surgery,
obstetrics and gynecology, orthopedic surgery, plastic surgery,
urology, cardiovascular surgery, neurosurgery, and other surgical
areas.  In addition, it offers primary claim billing services to
insurance companies and patients.  The company was formerly known
as ASAH Corp.


AMERISTOCK CORP:Reports Final Results of ETF Trust Liquidation
--------------------------------------------------------------
Ameristock Corporation, the investment adviser for each of the
five Funds of the Ameristock ETF Trust, disclosed the final
proceeds payable as a result of the liquidation of such Funds.

As reported by the Troubled Company Reporter on May 30, 2008,
Ameristock Corporation, intended to liquidate each of the five
series of the Trust.
    
The Funds ceased trading on the American Stock Exchange on
June 11, 2008, and the Funds' assets was set to be distributed for
payment to shareholders on June 20, 2008.  All shareholders
remaining on June 19, 2008, will receive the value of their shares
as of that date.  These summarizes the breakdown of the proceeds
at liquidation for each Fund.

        Details of Final Fund Proceeds as of June 20, 2008

   a) Symbol: GKA        
      Fund Name: Ameristock/Ryan 1 Year Treasury ETF
      Record Date: June 19, 202008
      Payable Date: June 20, 202008
      Income Dividend per Share: 0.13301
      Short Term Capital Gains per Share: 0.32929  
      Return of Investment: 24.86505  
      Final Net Assest Value per Share: 25.32734

   b) Symbol: GKB    
      Fund Name: Ameristock/Ryan 2 Year Treasury ETF     
      Record Date: June 19, 2008
      Payable Date: June 20, 2008
      Income Dividend per Share: 0.10727
      Short Term Capital Gains per Share: 0.83147  
      Return of Investment: 24.62883
      Final Net Assest Value per Share: 25.56757

   c) Symbol: GKC    
      Fund Name: Ameristock/Ryan 5 Year Treasury ETF     
      Record Date: June 19, 2008
      Payable Date: June 20, 2008
      Income Dividend per Share: 0.14944
      Short Term Capital Gains per Share: 1.33302  
      Return of Investment: 24.20050  
      Final Net Assest Value per Share: 25.68296

   d) Symbol: GKD         
      Fund Name: Ameristock/Ryan 10 Year Treasury ETF
      Record Date: June 19, 2008
      Payable Date: June 20, 2008
      Income Dividend per Share: 0.23904
      Short Term Capital Gains per Share: 1.54480
      Return of Investment:  24.02869  
      Final Net Assest Value per Share: 25.81253

   e) Symbol: GKE         
      Fund Name: Ameristock/Ryan 20 Year Treasury ETF
      Record Date: June 19, 2008
      Payable Date: June 20, 2008
      Income Dividend per Share: 0.24415
      Short Term Capital Gains per Share: 1.56916  
      Return of Investment: 23.91634  
      Final Net Assest Value per Share: 25.72965

For additional information, shareholders in these Funds may call
Ameristock at 866-821-5592.

For information on investment objectives and policies, risks,
charges and expenses of any investment product, investors may call
Tel (800) 394-5064.

Ameristock funds are distributed by ALPS Distributors Inc.  ALPS
Distributors, Inc. is headquartered at 1290 Broadway, Suite 1100,
Denver, Colorado 80203.


AMP'D MOBILE: Can Sell Remaining $170,000 Assets to Great American
------------------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to sell its remaining hard
assets to Great American Group LLC for $170,000, free and clear of
all liens, claims, encumbrances, and interests.

As reported in the Troubled Company Reporter on May 15, 2008,
Amp'd Mobile Inc. sought permission from the Court to sell certain
of its furniture and studio equipment to Great American.   

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP in
Wilmington Delaware, related that since late July 2007, the
Debtor's management has continued to market and solicit interest
in the Debtor's remaining assets.  

The Debtor has sold furniture, equipment, and computers; completed
a sale of its handset and handset accessories inventory; assigned
its assets and rights related to certain intellectual property
rights; sold its accounts receivable portfolio; marketed its
remaining intellectual property assets; and commenced a large
volume of avoidance actions all in an effort to maximize value for
all its creditors.  

"[The latest proposed] sale [to Great American] represents the
last remaining of the remaining 'hard' assets of the Debtor," Mr.
Yoder told the Court.

Mr. Yoder noted that after eight months of marketing the
Remaining Assets, the Debtor's management have concluded that the
bid submitted by Great American is the highest and best bid the
Debtor has received for the remaining assets.  The Debtor also
asserted that the proposed sale will maximize recovery into its
estate and prevent further deterioration of the value of the
Assets.  

The Remaining Hard Assets will be sold on an "as is, where is"
basis.  

                       About Amp'd Mobile

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual   
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm, represent the Debtor in its restructuring efforts.  
Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor listed total assets of $47,603,629 and
total debts of $164, 569,842.  The Debtor's exclusive period to
file a plan expired on Sept. 29, 2007.  The Debtor is in the
process of selling various assets. (Amp'd Mobile Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Can Hire Cypress LLP as Special Litigation Counsel
----------------------------------------------------------------
Amp'd Mobile Inc. sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Cypress
LLP as special litigation counsel, to review, analyze and
prosecute claims related to the improper use and conversion of
certain intellectual property it owns and certain intellectual
property actions, on a contingency fee basis.

The Debtor believed that Cypress is both well-qualified and
uniquely able to represent it in its bankruptcy case in light of
the firm's recognized expertise in evaluating, litigating and
negotiating IP actions.  The managing partners of Cypress, Nabil
Abu-Nassal, has 20 years of experience and was, prior to forming
Cypress, the head of the Intellectual Property Litigation Group
at Christensen, Glaser, Fink, Jacobs, Weil & Shapiro LLP in Los
Angeles, California.   

The Debtor asserted that it requires Cypress' services to enable
it to recover funds for its estate.  

Cypress is expected to:

   a) investigate and evaluate all potential IP action claims;

   b) commence IP actions in the United States Bankruptcy Court
      for the District of Delaware;

   c) prepare all pleadings, correspondence, discovery, and
      necessary documents related to the IP actions;

   d) litigate all IP actions to their conclusions;

   e) prepare all required documentation for the settlement of
      the IP actions;

   f) seek court approval, if necessary, of any resolution of
      the IP Actions;

   g) provide legal advice to the Debtor with respect to the IP
      Actions;

   h) appear in Court to protect the interest of the Debtor in
      the IP actions; and  

   i) perform all other legal services in connection with the IP
      actions as may reasonably be required.

For each IP Action, Cypress will be entitled receive Contingency
Payments:

   * Investigation -  In conducting the investigation to determine
     the viability of the IP Actions, the total fees, including
     expenses, payable to Cypress and all experts engaged by
     Cypress will not exceed $150,000.  Partner hourly billing
     rates will not exceed $550 and associate and of-counsel
     hourly billing rates will not exceed $375.  Paralegal
     assistance will be billed at an hourly rate of $150.

   * For cases settled prior to the filing of a complaint,
     Cypress will be paid 23% of any recovery.

   * For cases resolved after a complaint is filed, Cypress will
     be paid 30% of any recovery.      

   * For cases resolved after a trial, Cypress will be paid 36%
     of any recovery.

The Contingency Payment will be:

   (i) reduced on a dollar for dollar basis in the amount of
       the Investigative Fee; and

  (ii) used to pay all expenses incurred by the Debtor or Cypress
       related to and incurred during the litigation of the IP
       Actions.

Cypress will submit monthly statements to the Debtor showing any
professional services rendered and itemized expenses it incurred.  
If Cypress requires the assistance of financial advisors,
investigators, or other experts, Cypress will seek the Debtor's
approval.  

Cypress is also entitled to a $25,000 initial retainer.    

Nabil L. Abu-Assal, Esq. , managing partner at Cypress LLP,
assured the Court that his firm does not hold or represent any
interest or connection adverse to the Debtor, its estate, its
creditors, any other party-in-interest, or the Debtor's attorneys
or accountants.

                       About Amp'd Mobile

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual   
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm, represent the Debtor in its restructuring efforts.  
Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor listed total assets of $47,603,629 and
total debts of $164, 569,842.  The Debtor's exclusive period to
file a plan expired on Sept. 29, 2007.  The Debtor is in the
process of selling various assets. (Amp'd Mobile Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ANCHOR GLASS: Seeks Final Decree to Close Chapter 11 Case
---------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to enter a final decree closing
its Chapter 11 case.

Robert A. Soriano, Esq., at Greenberg Traurig, P.A., in Tampa,
Florida, tells the Court that, as of May 29, 2008, the
Reorganized Debtor has fully administered its estate and its
Second Amended Plan of Reorganization is substantially
consummated.

Mr. Soriano contends that the Reorganized Debtor has met the
requirements of "substantial consummation" as defined under
Section 1101(2) by:

   * transferring all or substantially all of the property
     proposed to be transferred under the Plan;

   * assuming the business and management of all or substantially
     all of the property dealt with by the Plan; and

   * commencing distribution under the Plan.

Moreover, Mr. Soriano says, either the Court or the Reorganized
Debtor has disposed all adversary proceedings, contested matters,
and objections to claims.

                      Alpha Trustee Objects

Samuel M. Stricklin, the Alpha Resolution Trustee, tells the
Court that he has completed the process of resolving all of the
unsecured claims and has distributed approximately 98% of the
assets in the Alpha Resolution Trust.  He adds that he is in the
process of making final distributions and expect those
distributions to be completed on or before June 23, 2008.

The Alpha Resolution Trust was created under the Plan to, among
other things, resolve any objections to General Unsecured Claims
and make appropriate distributions to holders of Allowed General
Unsecured Claims.  Upon the establishment of the Alpha Resolution
Trust, the Reorganized Debtor delivered:

   -- $8,000,000 in cash; and

   -- those funds aggregating $685,000, held in escrow by counsel
      for the Official Committee of Unsecured Creditors, which
      funds have been deposited by certain utilities under Court-
      approved compromises to resolve the Creditors Committee's
      objection to those utilities' entitlement to retain funds
      paid postpetition for prepetition obligations.

The Alpha Trustee contends that although he will be able to make
the final distributions on or before June 23, it is anticipated
that some checks may become stale pursuant to the terms of the
Alpha Trust Agreement because the checks will not be deposited
within 90 days of issuance.  Under those circumstances, the stale
checks will revert back to the Trust.  The Alpha Trustee
anticipates that the amounts will be nominal -- probably less
than $10,000.

Accordingly, the Alpha Trustee asks the Court to effect any final
decree order until June 30, 2008.

Additionally, the Alpha Trustee asks the Court to dissolve the
Alpha Resolution Trust and discharge him of his responsibilities
as Alpha Resolution Trustee, effective November 1, 2008.  He also
asks for injunctive relief with respect to the unsecured claims
against the Reorganized Debtor.  He further seeks permission to
distribute the nominal amounts that revert back from stale checks
in the manner he deems fit, after consultation with and approval
by the Oversight Committee, which is composed of members of the
Official Committee of Unsecured Creditors and which monitors the
Trustee's disposition and disbursement of the Trust Assets.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ASCALADE COMMUNICATIONS: Posts Default Status Statements
--------------------------------------------------------
In accordance with the Ontario Security Commission Policy 57-603
Defaults by Reporting Issuers in Complying with Financial
Statement Filing Requirements, Ascalade Communications Inc. --
except as disclosed in press statements dated April 2, 2008,
April 9, 2008, April 29, 2008, May 14, 2008 and May 21, 2008 --
confirms:

   1. there is no material change to the information set out in
      its initial default announcement filed pursuant to the OSC
      Policy on March 31, 2008.

   2. there has been no failure by the company to adhere to the
      "Alternative Information Guidelines" set out in the OSC
      Policy with respect to the financial statement filing
      default, and

   3. there is no other material information concerning the
      affairs of the company that has not been generally
      disclosed.

On April 29, 2008, the company reported that the Monitor, on
behalf of Ascalade and Ascalade Technologies Inc., had filed a
case under Chapter 15 of the U.S. Bankruptcy Code to seek a stay
of proceedings with respect to any actions which have or might be
brought against the two companies in the United States.

With respect to this filing, on June 10 2008, Judge Susan Pierson  
Sonderby of the United State Bankruptcy Court for the Northern
District of Illinois, Eastern Division, issued an Order of
Recognition and an Order for Joint Administration with respect to
filings made by the Monitor on behalf of the companies to have the
U.S. Court recognize the companies' Creditors Arrangement Act
proceedings under Chapter 15 of the U.S. Bankruptcy Code.

Any recovery in the CCAA for creditors and other stakeholders of
the companies, including shareholders, is uncertain and is highly
dependent upon a number of factors, including the recovery from
the sale of the factory, equipment and inventory in the PRC and
the outcome of the Scheme in Hong Kong.

                About Ascalade Communications Inc.

Headquartered in Richmond, British Columbia, Ascalade
Communications Inc. (TSE:ACG) -- http://www.ascalade.com/-- is an  
innovative product company that designs, develops and manufactures
digital wireless and communication products.  The company delivers
products by offering its partners and customers complete vertical
integration, from product design and development to final
production.

The company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones.  Ascalade products have been
distributed in more than 35 countries and under 80 regional
brands.  Ascalade has facilities in Qingyuan, China, Hong
Kong and a sales office in Hertfordshire, United Kingdom.

On April 29, 2008, Jervis Rodrigues, senior vice-president of
Deloitte & Touche Inc., filed separate petitions for protection
under Chapter 15 of the U.S. Bankruptcy Code on behalf of Ascalade
Communications Inc. and its debtor-affiliate (Bankr. N.D. Ill.
Case Nos. 08-10612 and 08-10616).  Jeffrey G. Close, Esq. at
Chapman and Cutler LLP represents the Petitioner in the Chapter 15
case.

Ascalade's financial condition as of Sept. 2007 showed
total assets of $99,630,000 and total debts of $40,410,000.


ATSI COMMUNICATIONS: Auditors Withdraw Going Concern Warning
------------------------------------------------------------
ATSI Communications Inc.'s financial report in SEC Form 10QSB
filed June 13, 2008 no longer has its auditor's "going concern"
opinion.

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Malone & Bailey PC in Houston, Texas, raised substantial doubt
about ATSI Communications Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended July 31, 2007.  

The auditing firm stated that ATSI has a working capital deficit,
has suffered recurring losses from operations and has a
stockholders' deficit.

In a statement announcing the removal of the "going concern
opinion, Arthur L. Smith, president and CEO, stated stated,
"Achieving this goal is extremely important and serves as
recognition to our entire team for consistently meeting
performance objectives that led to a dramatic improvement in our
financial condition."

"We also appreciate the support of our customers, partners,
vendors, and stockholders in meeting this significant milestone."

"We are extremely pleased that our improved financial condition
and available cash from operations enabled us to meet this
objective that validates the successful execution of our business
plan," Antonio Estrada, senior VP of finance and corporate
controller, added.

The auditors had included an advisory regarding the "going
concern" opinion since the company's re-incorporation in fiscal
year 2004.  A going concern opinion indicates that there is
uncertainty in the ability of the company to continue operations.

                  About ATSI Communications

Headquartered in San Antonio, Texas, ATSI Communications Inc.
(OTC BB: ATSX) -- http://www.atsi.net/-- operates through two    
wholly owned subsidiaries, Digerati Networks Inc. and Telefamilia
Communications Inc.

Digerati is a VoIP carrier serving markets in Asia, Europe,
the Middle East, Latin America and Mexico.  Telefamilia provides
retail communication services to the Hispanic market in the United
States.

ATSI also owns a minority interest of a subsidiary in Mexico, ATSI
Comunicaciones S.A. de C.V., which operates under a 30-year
government issued telecommunications license.

As reported in the Troubled Company Reporter on June 17, 2008,
ATSI Communications Inc.'s consolidated balance sheet at April 30,
2008, showed $2,602,000 in total assets and $2,623,000 in total
liabilities, resulting in a $21,000 total stockholders' deficit.


AURIGA LABORATORIES: Issues Promissory Note to Prospector Capital
-----------------------------------------------------------------
Auriga Laboratories, Inc. issued to Prospector Capital Partners
II, LLC, a Senior Secured Convertible Promissory Note in the
principal amount of $287,500.

In accordance with the Senior Secured Convertible Promissory Note
Purchase Agreement, the company may receive up to an additional
$462,000, for an aggregate maximum of $750,000.  The Note bears
interest at the rate of 1.5% per month, payable monthly.  The Note
is the first in a series of three convertible promissory notes
through which Prospector may loan the company the aforesaid funds.

As additional consideration for the loan, the company entered into
a Royalty Participation Agreement with Prospector to pay 5% of the
Company's "Gross Sales," net of actual returns and other defined
deductions, as set forth in the Royalty Agreement.

A full-text copy of the Senior Secured Convertible Promissory Note
is available for free at http://ResearchArchives.com/t/s?2e6a

A full-text copy of the Royalty participation Agreement is
available for free at http://ResearchArchives.com/t/s?2e6b

A full-text copy of the Senior Secured Convertible Promissory Note
Purchase Agreement is available for free at
http://ResearchArchives.com/t/s?2e6c

Based in Norcross, Georgia, Auriga Laboratories Inc. (OTC BB:
ARGA) -- http://www.aurigalabs.com/-- is a specialty    
pharmaceutical company building an industry changing commission-
based sales model targeting over 2000 filled territories by 2009.  
The company's high-growth business model combines driving revenues
through a variable cost commission-based sales structure,
acquisition and development of FDA approved products, all of which
are designed to enhance its growing direct relationships with
physicians nationwide.  Auriga's current product portfolio
includes 27 marketed products and 6 products in development
covering various therapeutic categories.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company's substantial operating losses since inception,  
negative working capital, and limited cash resources.


AURIGA LABS: March 31 Balance Sheet Upside-Down by $7,920,246
-------------------------------------------------------------
Auriga Laboratories Inc.'s consolidated balance sheet at March 31,
2008, showed $4,603,493 in total assets and $12,523,739 in total
liabilities, resulting in a $7,920,246 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,820,665 in total current assets
available to pay $12,523,739 in total current liabilities.

The company reported a net loss of $1,265,267 on total net revenue
of $787,554 for the first quarter ended March 31, 2008, compared
with a net loss of $976,410 on total net revenue of $6,766,025 in
the same period last year.

The increased net loss primarily reflects decreased gross revenues
and the increase in sales return reserve as a percentage of
revenues, which decreased net revenue, partially offset by
decreases in operating expenses for the three months ended
March 31, 2008.

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?2e6e

                       Going Concern Doubt

PMB Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring operating losses
and negative working capital at Dec. 31, 2007.

The company has incurred operating losses each year since its
inception and had an accumulated deficit of $37,802,283 as of
March 31, 2008.

                    About Auriga Laboratories

Based in Camarillo, Calif., Auriga Laboratories Inc. (OTC BB:
ARGA) -- http://www.aurigalabs.com/-- is a specialty  
pharmaceutical company which was founded in 2005.  The company is
engaged in the commercialization and licensing of pharmaceutical
products.  The company is building an extensive portfolio of
prescription brands targeting high growth therapeutic categories
in the respiratory, dermatology and psychiatry markets.  The
company's current product portfolio includes 26 marketed products
and 5 products in development covering various therapeutic
categories.


AXIA INC: S&P Withdraws Ratings After Credit Refinancing
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'CCC+' corporate credit rating, on Duluth, Georgia-based Axia
Inc. following the refinancing of the company's credit facilities
in May 2008.   


BAXL HOLDINGS: March 31 Balance Sheet UpsideDown by $3,540,151
--------------------------------------------------------------
BAXL Holdings Inc.'s consolidated balance sheet at March 31, 2008,
showed $2,259,075 in total assets and $5,799,226 in total
liabilities, resulting in a $3,540,151 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,101,689 in total current assets
available to pay $5,750,709 in total current liabilities.

The company reported a net loss of $1,482,543 on sales of $542,847
for the first quarter ended March 31, 2008, compared with a net
loss of $1,284,754 on sales of $388,161 in the corresponding
period in 2007.

The increased net loss for the three month period ended March 31,
2008, is primarily due to increased gross profit and decreased
interest expense, offset by increased operating expenses.

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?2e79

                       Going Concern Doubt

WithumSmith+Brown, P.C., in New Brunswick, N.J., expressed
substantial doubt about BAXL Holdings 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 incurred net
losses and negative operating cash flows and has a stockholders'
deficit of $2,072,560 as of Dec. 31, 2007.  

The company's stockholders deficit increased to $3,540,151 as of
March 31, 2008.

                       About BAXL Holdings

Based in Bethel, Conn., BAXL Holdings Inc. -- http://www.baxl.net/      
-- through its sole operating entity, BAXL Technologies Inc., is a
solutions provider enabling the reliable delivery of wired and
wireless broadband applications including voice, video and data,
over any existing wiring.


BAYOU GROUP: Convicted Ex-Official Flees with Aid of Girlfriend
---------------------------------------------------------------
Debra Ryan, girlfriend of Bayou Group LLC's ex-executive, Samuel
Israel, III, faces charges of helping Mr. Israel evade
imprisonment, various reports say.  Ms. Ryan, who was arrested on
June 19, 2008, could be sentenced with up to 10 years in prison,
the reports relate.

The Troubled Company Reporter said on April 16, 2008, that the
Hon. Colleen McMahon of the U.S. District Court for the Southern
District of New York sentenced Mr. Israel to 20 years in prison.  
Mr. Israel, who was also ordered to pay restitution for
$300 million, was found to be primarily responsible for duping
investors of more than $450 million through misrepresentation of
the company's financial condition.

Mr. Israel was supposed to turn himself to prison on June 9, 2008,
but never did, according to the reports.  He allegedly
orchestrated a suicide by abandoning his vehicle on a 150-foot
high bridge in Hudson River, New York, and leaving a "suicide
note" traced in the dust, the reports continue.  Mr. Israel's body
was never recovered, making authorities speculate it was just a
scheme, reports add.

                     Co-Conspirators Sentenced

The TCR said on April 16 that Judge McMahon had already sentenced
Mr. Israel's co-conspirators, Daniel Marino and James G. Marquez,
in January.  On Feb. 18, 2008, the TCR reported that Judge McMahon
denied Mr. Marquez's request to spend spring break with his
children in Florida.  The District Court sentenced Mr. Marquez to
a term of 51 months in prison.

                Bayou Group Sues Executives for Fraud

On March 7, 2008, the TCR related that Bayou Group and its debtor-
affiliates delivered 47 adversary complaints to the Hon. Adlai S.
Hardin, Jr., of the U.S. Bankruptcy Court for the Southern
District of New York, seeking to recover certain fraudulent
transfers made by investors against the Debtors.  Bayou Fund
expects to recover at least $8 million.

The Debtors related that these proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.  The
Debtors said that the Bayou entities have attracted at least
$450 million in investments for their hedge funds before suffering
millions of dollars in trading losses.

The Bayou entities attempted to stay afloat and prolonged the
scheme by disclosing false investment performance and creating
false financial statements.  In addition, the entities attempted
to conceal their losses through a series of fraudulent transfers
to certain of their investor creditors.

The Bayou entities' fraudulent investment scheme collapsed, with
at least $250 million in principal unpaid to hundreds of
creditors.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306) in
order to pursue recoveries for the benefit of defrauded investors.

The Bayou entities are Bayou Management LLC, Bayou Advisors LLC,
Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund, Bayou No
Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou Accredited
Fund LLC.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq. at Jenner &
Block was appointed on April 28, 2006 as the federal equity
receiver and sole managing member of the Debtors.

The Hon. Adlai S. Hardin, Jr., presides over the bankruptcy case.  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Wells Fargo Trumbull is the
Debtors' claims agent.  Joseph A. Gershman, Esq., and Robert M.
Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP,
represents the Official Committee of Unsecured Creditors.  
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents the Sonnenschein Investors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEAR STEARNS: Moody's Cuts Ratings of 108 Tranches from ARM Deals
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 108
tranches from 10 Option ARM transactions issued by Bear Stearns.  
Forty eight tranches remain on review for possible further
downgrade.  Additionally, 24 tranches were placed on review for
possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR1

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to Ba3 from Aaa

  -- Cl. I-B-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-6, Downgraded to Ca from Baa3

  -- Cl. I-B-7, Downgraded to Ca from Ba1

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-B-1, Downgraded to Ba3 from Aa1

  -- Cl. II-B-2, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-B-4, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-5, Downgraded to Ca from B1

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR2

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to Baa3 from Aaa

  -- Cl. I-B-2, Downgraded to Ba2 from Aa1

  -- Cl. I-B-3, Downgraded to Ba3 from Aa1

  -- Cl. I-B-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-6, Downgraded to B3 from A1; Placed Under Review for   
     further Possible Downgrade

  -- Cl. I-B-7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-8, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-9, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-1, Downgraded to Ba3 from Aaa

  -- Cl. II-B-2, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-5, Downgraded to Ca from B1

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR3

  -- Cl. I-A-2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Underlying I-A-2B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to Baa1 from Aaa

  -- Cl. I-B-2, Downgraded to Ba2 from Aa1

  -- Cl. I-B-3, Downgraded to Ba3 from Aa1

  -- Cl. I-B-4, Downgraded to Ba3 from Aa2

  -- Cl. I-B-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-8, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-A-2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Underlying II-A-2B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-B-1, Downgraded to Ba3 from Aaa

  -- Cl. II-B-2, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to Ca from Ba1

  -- Cl. II-B-4, Downgraded to Ca from Ba3

  -- Cl. II-B-5, Downgraded to Ca from Caa2

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR4

  -- Cl. B-1, Downgraded to Ba3 from Aaa

  -- Cl. B-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-5, Downgraded to Ca from B1

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR5

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to Baa3 from Aaa

  -- Cl. I-B-2, Downgraded to Ba2 from Aa1

  -- Cl. I-B-3, Downgraded to Ba3 from Aa1

  -- Cl. I-B-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-6, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-7, Downgraded to Caa1 from A3; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-8, Downgraded to Ca from Baa2

  -- Cl. I-B-9, Downgraded to Ca from Baa3

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-B-1, Downgraded to Ba3 from Aaa

  -- Cl. II-B-2, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-B-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-5, Downgraded to Ca from B1

Issuer: Bear Stearns Mortgage Funding Trust 2007-AR1

  -- Cl. I-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-2, Downgraded to Baa1 from Aa1

  -- Cl. I-B-3, Downgraded to Baa3 from Aa1

  -- Cl. I-B-4, Downgraded to Ba2 from Aa2

  -- Cl. I-B-5, Downgraded to Ba3 from Aa3

  -- Cl. I-B-6, Downgraded to B2 from A1

  -- Cl. I-B-7, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-8, Downgraded to B3 from Baa2; Placed Under Review      
     for further Possible Downgrade

  -- Cl. I-B-9, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-B-1, Downgraded to Ba3 from Aa1

  -- Cl. II-B-2, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-4, Downgraded to Ca from Ba1

  -- Cl. II-B-5, Downgraded to Ca from B3

Issuer: Bear Stearns Mortgage Funding Trust 2007-AR2, Mortgage
Pass-Through Certificates, Series 2007-AR2

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba2 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa3

  -- Cl. B-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from Ba1

  -- Cl. B-5, Downgraded to Ca from B3

Issuer: Bear Stearns Mortgage Funding Trust 2007-AR3

  -- Cl. I-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to Aa1 from Aaa

  -- Cl. I-B-2, Downgraded to Baa2 from Aa1

  -- Cl. I-B-3, Downgraded to Baa3 from Aa1

  -- Cl. I-B-4, Downgraded to Ba2 from Aa2

  -- Cl. I-B-5, Downgraded to Ba3 from Aa3

  -- Cl. I-B-6, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-7, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-8, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-9, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-B-1, Downgraded to Ba2 from Aa1

  -- Cl. II-B-2, Downgraded to Ba3 from Aa3

  -- Cl. II-B-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-B-4, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-5, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-6, Downgraded to Ca from B1

Issuer: Bear Stearns Mortgage Funding Trust 2007-AR4

  -- Cl. I-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-6, Downgraded to A3 from A1

  -- Cl. I-B-7, Downgraded to Ba1 from A2

  -- Cl. I-B-8, Downgraded to B3 from Baa1

  -- Cl. I-B-9, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-1, Downgraded to Aa3 from Aa1

  -- Cl. II-B-2, Downgraded to Baa3 from Aa3

  -- Cl. II-B-3, Downgraded to Ba2 from Baa1

  -- Cl. II-B-4, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-5, Downgraded to Ca from Ba1

  -- Cl. II-B-6, Downgraded to Ca from B3

Issuer: Bear Stearns Mortgage Funding Trust 2007-AR5

  -- Cl. I-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-8, Downgraded to Baa3 from Baa1

  -- Cl. I-B-9, Downgraded to Ba3 from Baa3

  -- Cl. II-B-3, Downgraded to A2 from Aa3

  -- Cl. II-B-4, Downgraded to Baa3 from Baa2

  -- Cl. II-B-5, Downgraded to Ba3 from Baa3

  -- Cl. II-B-6, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

BHM TECHNOLOGIES: Proposes Two Restructuring Options Under Plan
---------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
delivered their Joint Plan of Reorganization to the U.S.
Bankruptcy Court for the Western District of Michigan, on
June 18, 2008.

BHM Technologies negotiated the economic terms of the Plan with
its majority shareholder Atlantic Equity Partners IV, L.P.; Lehman
Commercial Paper, Inc., administrative agent for the prepetition
first lien lenders owed $255,700,000 and the lenders who funded
the $45,000,000 postpetition loan; and S.A.C. Domestic
Investments, administrative agent for the prepetition second lien
lenders owed $72,000,000.

                       Treatment of Claims

Under the plan, Class S-3 Prepetition First Lien Secured Debt
Claims are impaired and will get a pro-rata share of exit term
loan and equity distribution.  Class U-3 Intercompany Claims  will
continue or be discharged.  Class U-4 General Unsecured Claims are
impaired.  If Class U-4 votes to accept the Plan, holders of
Allowed General Unsecured Claims will receive their pro-rata share
of the equity distribution.  Otherwise, that Class will not
receive any distribution and the Debtors will seek confirmation of
the Plan notwithstanding the rejection.  Class E-1 Parent Equity
Interests will not get any recovery and Class E-2 Subsidiary
Debtor Equity Interests will be canceled under the plan.  All the
other claims will be paid in full.

                         Two Alternatives

The Plan provides for two alternatives for the Debtors' balance
sheet restructuring, a "New Money" alternative which is the
preferred alternative, and a "No New Money" alternative which is
the "fallback option."  Both alternatives provide for the
cancellation of existing stock of BHM, and the recovery by
unsecured creditors in the form of shares of new stock of
reorganized BHM, as long as they vote in favor of the Plan.  
In the "No New Money" alternative, the First Lien Lenders will
obtain 89% of the common stock of Reorganized BHM, and the
unsecured creditors 11%.  In the "New Money" alternative,
Atlantic Equity Partners will invest $12,500,000 to purchase 27%
of the primary common stock of reorganized BHM, with the First
Lien Lenders getting 65% of the common stock, and the general
unsecured creditors receiving 8% of the common stock, in exchange
for their claims.

The Plan contemplates restructuring transactions, which may
result in substantially all of the Debtors' assets, properties,
rights, liabilities, duties and obligations vesting in one or
more surviving, resulting or acquiring corporations.

As of the Effective Date of the Plan, each of the Debtors will
continue to exist as a separate legal entity and all property of
the Debtor's estate will vest in the Debtor free and clear of all
claims, liens, charges, encumbrances and equity interests.

A draft of Reorganized BHM Holdings' Certificate of Incorporation
and By-Laws are available at no charge at:

http://bankrupt.com/misc/BHM_CertOfIncorporation&By-LawsDraft.pdf

      Board Composition Under Restructuring Alternatives

All stockholders, other than holders of limited voting common
stock, will agree to vote their shares of New Common Stock,
pursuant to restructuring alternatives.

Under the new money alternative, the initial board of directors
will consist of seven members including (i) the chief executive
officer of BHM Technologies Holdings, Inc., (ii) four individuals
designated by the majority first lien lenders, and (iii) two
directors of AEP; provided that AEP beneficially owns at least
20% of the shares of New Common Stock outstanding.  The Board
will be divided into Class I, consisting of BHM's CEO; Class II,
composed a director designated by the Majority  First Lien enders
and an AEP director; and Class III, consisting of the remaining
directors.

Under the No New Money Alternative, the initial board will be
made up of five members, including BHM's CEO and four individuals
designated prior to hearing to consider confirmation of the Plan.
Class I will be composed of BHM's CEO; Class II will consist of
two Designated Individuals, and Class III will be composed of the
remaining directors.

All members in each Class will serve a term that will initially
expire at the first post-Effective Date annual stockholders'
meeting.

Confirmation of the Plan under the New Money Alternative is
conditioned upon AEP Investment in the escrow account, pursuant
to the Escrow Agreement.

The No New Money Alternative will only be confirmed under the
Plan if the the New Money Alternative (i) has not been confirmed;
(ii) has not been consummated; or (iii) abandoned or withdrawn.

                          Exit Facility

Cash payments required under the Plan may be funded from existing
cash balances, which include, among other things, the AEP
Investment and the proceeds of the Exit Facility.

The Exit Facility is a secured revolving commitment, of up to
$35,000,000, with a $5,000,000 letter of credit sub-limit, which
matures on the third anniversary of the Effective Date of the
Plan.

A full text copy of the terms of the Exit Facility is available
for free at http://bankrupt.com/misc/BHM_ExitFacility.pdf

Under the Exit Facility, collateral and guarantees include (i)
first lien on all accounts receivables, inventory and related
tangibles of the Debtors and all Guarantors; (ii) second lien on
capital stock of the Debtors, 65% capital stock of any foreign
subsidiaries, property of the Debtors and all Guarantors; and
(iii) the intercreditor agreement between the Debtors, LCPI, and
the collateral agent, under the exit term loan.

Under the Exit Term Loan, the term debt to be issued by BHM
Technologies Holdings, as borrower, and the other Reorganized
Debtors, as guarantors to the First Lien Lenders, as of the
Effective Date, will be in the principal amount of $92,500,000.

A full-text copy of the Exit Term Loan is available for free at:
http://bankrupt.com/misc/BHM_ExitTermLoan.pdf

The Exit Facility will be entered by the Reorganized Debtors, as
borrowers and guarantors, without the need for further action by
claimholders or holders of Equity Interests.

In compromise and settlement of any claims that the Second Lien
Lenders and S.A.C. Domestic Investment, as successor
administrative agent under the Second Lien Agreement, may make
against the First Lien Lenders and LCPI under the intercreditor
agreement, LCPI will deliver and assign to S.A.C.:

   -- $284,405 plus an additional amount equal to the lesser of
      (i) $100,000 and (ii) the legal fees and expenses incurred
      by SAC; and

   -- the Secured Creditors' options under the No New Money
      Alternative; or under the New Money Alternative, (i) shares
      representing $3,750,000 on issue price of Parent Preferred
      Stock, and (ii) the shares of New Common Stock.

If the New Money Alternative is confirmed by the Court, AEP will
assign and deliver to S.A.C. shares of the New Common Stock equal
to the Stock received by holders of general unsecured claims,
provided that the assignment will exceed 24,098 shares of New
Common Stock.

Upon confirmation of the Plan, LCPI will have received an exit
term loan guarantee and collateral agreement, executed by the
Debtors.

                     Plan Support Agreements

The Debtors, S.A.C., AEP and various lenders entered into the
plan support agreement as of May 16, 2008, which covenants, among
other things, that (i) the AEP Investment will support the
confirmation of the Plan under the Restructuring Alternatives;
and (ii) after the Petition Date, AEP will no longer receive
payments pursuant to a management agreement dated as of July
2006, which foregoing of payment is contingent on BHM Holdings'
Board of Directors.

Full-text copies of the Plan Support Agreements are available for
free at:

   * http://bankrupt.com/misc/BHM_PlanSupportAgreement.pdf

   * http://bankrupt.com/misc/BHM_AEPSupportAgreement.pdf

               Plan Securities and Other Agreements

The plan securities -- consisting of the New Common Stock, and
(i) the AEP Warrants and parent preferred stock under the New
Money Alternative, and (ii) the secured creditors options under
the No New Money Alternative, which are options to acquire
108,422 shares of New Common Stock -- will be exempt from
registration under the Securities Act of 1933, in accordance with
Section 1145 of the Bankruptcy Code.

Full-text copies of the Agreements are available for free at:

   * http://bankrupt.com/misc/BHM_StockholdersAgreement.pdf
   * http://bankrupt.com/misc/BHM_RegistrationRightsAgreement.pdf
   * http://bankrupt.com/misc/BHM_WarrantsAgreement.pdf
   * http://bankrupt.com/misc/BHM_OptionsAgreement.pdf

                Compensation and Benefit Programs

As of the Effective Date, the Reorganized Debtors will be
authorized to maintain, or otherwise enter into new agreements
with respect to their employees.

The Debtors do not maintain retiree benefit plans, funds or
programs as defined in Section 1114 of the Bankruptcy Code.

All pre-confirmation health care plans, savings plans,
performance-based incentive plans, workers' compensation programs
and life, disability, directors' and officers' liability and
other insurance plans will be deemed assumed by the Debtors as of
the Effective Date of the Plan, but will not include the
assumption of equity interests, stock options and warrants.

            Executory Contracts and Unexpired Leases

Upon confirmation of the Plan, the Debtors will assume all
executory contracts and unexpired leases, except those (i) that
have been rejected pursuant to a Court order, (ii) prior to the
Plan Confirmation, are pending approval of Lease or Contract
rejection.

The Debtors will file with the Court, 20 days prior to the
Confirmation hearing, a list of the cure amounts of executory
contracts and unexpired leases to be assumed, to which parties-
in-interest may object within 15 days from the date the the List
is filed.

The Debtors contemplate that the Plan will be confirmed by
Oct. 1, 2008.  The Effective Date of the Plan is expected to
occur on or before Nov. 1, 2008.

A full-text copy of BHM's Joint Plan of Reorganization is
available for free at:

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

                       About BHM Technologies

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 on May 19, 2008 (Bankr. W.D.
Mich. 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 Debtors filed for
bankruptcy, it listed estimated assets and debts to be both
between $100 million and $500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BHM TECHNOLOGIES: Alters Terms of $45 Mil. DIP Fund from Lehman
---------------------------------------------------------------
BHM Technologies, LLC, and debtor affiliates, on June 6, 2008,
modified their agreement with their lenders, led by Lehman
Commercial Paper, Inc., the administrative agent, in connection
with the $45,000,000 postpetition loan package.

The DIP Facility offered by LCPI consists of a term loan and a
revolving loan in an aggregate of up to $45,000,000, subject to
reductions.  The Debtors have won interim approval of the loan
facility and have been allowed by the U.S. Bankruptcy Court for
the Western District of Michigan to access up to $30,000,000 in
borrowings.

The Credit and Guarantee Agreement dated June 6, 2008, provides
for some changes, including:

    1. The closing date of the Agreement was changed from May 20,
       2008, to June 6, 2008, to reflect the actual date of
       closing;

    2. Maturity Date was changed to Dec. 6, 2008;

    3. The DIP Lenders agree to make term loans to BHM
       Technologies "on the Closing Date, or in the case of any
       increase in Term Loan Commitments pursuant to the
       definition thereof, on the date of the increase in a
       principal amount not to exceed the amount of its Term Loan
       Commitment or the amount of the increase, as applicable,"
       rather than within one week of the Closing Date at a set
       amount; and

    4. Liens created under the Michigan Special Tools Lien Act,
       Mich. Comp. Laws Section 570.541 et seq. and the Michigan
       Ownership Rights in Dies, Molds and Forms Act, Mich. Comp.
       Laws Section 445.611 et seq., whether arising prior to or
       after the Petition Date, were added as exceptions in the
       section providing for Limitation on Liens.

A copy of the June 6 DIP Credit Agreement is available free of
charge at:

     http://bankrupt.com/misc/BHM_June2008_DIP_Agreement.pdf


               Trustee Objects to DIP Financing Order

As reported by the Troubled Company Reporter on June 12, 2008,
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.

On June 18, 2008, the TCR said that U.S. Trustee has appointed
seven members to the official Committee of Unsecured Creditors of
BHM Technologies Holdings, Inc., and its debtor-
subsidiaries.

The U.S. Trustee also told the Court that granting liens to the
DIP Lenders from proceeds of avoidance actions should be
prohibited.  Granting extensive adequate protection to the
prepetition lenders should be denied, Mr. Fokkena said.  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.

The U.S. Trustee added that 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
the 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.

                       About BHM Technologies

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 on May 19, 2008 (Bankr. W.D.
Mich. 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 Debtors filed for
bankruptcy, it listed estimated assets and debts to be both
between $100 million and $500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BIOFORCE NANOSCIENCES: Posts $746,162 Net Loss in 2008 1st Quarter
------------------------------------------------------------------
BioForce Nanosciences Holdings Inc. reported a net loss of
$746,162 on revenues of $403,567 for the first quarter ended
March 31, 2008, compared with a net loss of $923,317 on revenues
of $358,755 in the same period last year.

The increase in revenues was primarily attributable to the sale of
five Nano eNabler(TM) systems during the three month period ended
March 31, 2008, as compared to three Nano eNabler(TM) systems
having been sold during the three month period ended March 31,
2007, and increases in the services and warranty revenues.

At March 31, 2008, the company's consolidated balance sheet showed
$2,578,556 in total assets, $917,251 in total liabilities, and
$1,661,305 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?2e75

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about BioForce Nanosciences Holdings 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 substantial losses from operations and limited sales of
its products.

                   About BioForce Nanosciences

Headquartered in Ames, Iowa, BioForce Nanosciences Holdings Inc.
(OTC BB: BFNH) -- http://www.bioforcenano.com/-- creates products  
and solutions for the life sciences by integrating biological and
mechanical systems at the micro and nano scales.  BioForce's
flagship product, the Nano eNabler(TM) molecular printer, gives
the company and its customers a platform for development and
discovery by printing tiny domains of biological materials on
surfaces with nanometer spatial precision.  BioForce technology is
being used in areas such as biosensor functionalization; pattering
and cell adhesion; and the printing of proteins to guide neural
cell growth.


BOOZ ALLEN: Moody's Assigns B3 Rating to Proposed $550MM Loan
-------------------------------------------------------------
Moody's Investors Service assigned to Booz Allen Hamilton Inc. a
B1 Corporate Family Rating, a B1 Probability of Default Rating, a
Ba2 on a proposed $810 million senior secured credit facility and
a B3 on a proposed $550 million senior unsecured mezzanine loan.  
The ratings outlook is stable.  This is the first time Moody's has
rated the debt of this privately-held company.

"The B1 CFR reflects Booz Allen's market position and long-
established relationships with government agencies, relatively
high margins within the industry, an impressive track record of
double-digit organic revenue growth, and visibility into near-term
revenues based on funded and unfunded backlog levels," stated
Suzanne Wingo, Analyst at Moody's.  "The ratings are constrained
by high leverage post-transaction and the company's need to
respond to shifts in government spending priorities."

The stable outlook anticipates that Booz Allen will continue to
achieve strong organic revenue growth while maintaining margins.  
Moody's further expects that the company will use free cash flow
to make meaningful voluntary debt reductions over the intermediate
term.

Booz Allen announced on May 16, 2008 that it will separate its
U.S. government and global commercial businesses, selling a
majority stake in the U.S. government business to The Carlyle
Group for $2.54 billion plus fees and expenses.  The transaction
will be financed with $710 million in senior secured term loans, a
$550 million senior unsecured term loan, $158 million of deferred
payment obligations to Booz Allen management, and about
$1.2 billion in management roll-over and Carlyle equity.

A $100 million senior secured revolver is expected to be undrawn
at closing.  The transaction is estimated to close in mid-2008,
subject to a favorable tax ruling and other customary closing
conditions.

The following ratings were assigned to Booz Allen Hamilton Inc.:

  -- $100 million senior secured revolver due 2014, Ba2 (LGD2,
     22%)

  -- $125 million senior secured term loan A due 2014, Ba2 (LGD2,
     22%)

  -- $585 million senior secured term loan B due 2015, Ba2 (LGD2,
     22%)

  -- $550 million senior unsecured mezzanine loan due 2016, B3
     (LGD5, 78%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

Booz Allen Hamilton Inc. is a leading provider of management
consulting, engineering, information technology, and systems
development and integration services supporting mission-critical
programs for the U.S. government.  Headquartered in McLean,
Virginia, Booz Allen generated net revenues of approximately
$2.7 billion in the fiscal year ended March 31, 2008.


CARE LEVEL: Gets OK to Access Steve Goldman's Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a cash collateral stipulation between Care Level
Management Group LLC and its debtor-affiliates and their sole
secured creditor with an interest in the cash collateral, Steve
Goldman.

The Debtors suffered financially after a significant demonstration
project was canceled in December 2007.  The Debtors were unable to
meet their obligations and sustain their ongoing business
operations on a long-term basis.  The Debtors retained FocalPoint
Securities LLC as their financial advisor to assist in them in
locating additional financing, a merger partner or buyer.

On May 4, 2008, a prospective lender withdraw from a new financing
deal.  On May 5, 2008, the Debtors terminated all of their workers
other than those who were absolutely essential to enable them to
operate for at least a few weeks while they seek an alternative
lender or buyer.  The Debtors currently have 16 workers left.

First Century Bank NA which is owed $7 million, that matured in
April 2008, exercised its rights against Mr. Goldman, one of the
Debtors' principals.  The bank loan was personally guaranteed by
several of the Debtors' principals.  The bank was paid in full by
Mr. Goldman's personal assets.  As a result, Mr. Goldman currently
holds the bank's claims and liens against the Debtors' assets.

Mr. Goldman has agreed to stipulate to the Debtors' use of of his
cash collateral and to subordinate his clams to a number of other
claims, including payroll and certain professional fees.

One of the Debtors' principals, Raouf Khalil, has agreed to lend
the Debtors $250,000 of his personal funds on an unsecured basis
to assist the Debtors to pay their payroll due May 9, 2008.  Mr.
Khalil funded $170,000 of this loan prior to the bankruptcy
filing.  As a result, the Debtors also asked the Court to
authorize them to borrow the additional $80,000 from Mr. Khalil.

                         About Care Level

Woodland Hills, California-based Care Level Management Group LLC,
fdba Care Level Management LLC and Care Level Associates LLC, --
http://www.carelevel.com/-- and its affiliates provide 24-hour  
house calls by physicians to patients.  The Debtors' business was
founded in 2001 and are established in California, Texas,
Pennsylvania, Arizona, Florida and New York.  The Debtors' revenue
are in the form of monthly membership fee.  It earned $22 million
in 2005 and $50 million in 2006 and 2007.  The cancellation of a
significant demonstration project with the Centers for Medicare
Services caused its revenues to plummet.

It filed its chapter 11 petition on May 7, 2008 (Bankr. C.D.
Calif. Case No. 08-12913).  Five affiliates filed separate Chapter
11 petitions on May 19, 2008, and another four affiliates filed
separate chapter 11 petitions.  Judge Maureen Tighe presides over
the case.  Juliet Y. Oh, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill represent the Debtors in their
restructuring efforts.  Care Level Management Group LLC listed
assets of $1 million to $10 million and debts of $10 million to
$50 million when it filed for bankruptcy.  The Debtors' primary
debt is a $7 million loan from First Century Bank NA that matured
in April 2008 and was personally guaranteed by a number of the
Debtors' principals.  First Century's claims and liens was
transferred to Steve Goldman, one of the Debtors' principals, when
he paid the bank loan in full from his personal property.


CARE LEVEL: Selects Levene Neale as Bankruptcy Counsel
------------------------------------------------------
Care Level Management Group LLC and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Central District of California
for permission to employ Levene, Neale, Bender, Rankin & Brill LLP
as their bankruptcy counsel.

The firm will, among others, advise the Debtors with regard to the
requirements of the Bankruptcy Court, Bankruptcy Code and Rules
and the Office of the U.S. Trustee and advise the Debtors with
regard to certain rights and remedies of their bankruptcy estates
and the rights and claims of creditors.  The firm will also assist
the Debtors in the preparation of reports, applications, and
orders.

During the one-year period prior to the bankruptcy filing, the
Debtors paid the firm $75,000 prepetition retainer in
contemplation of the Debtor's chapter 11 cases.  As part of a cash
collateral stipulation entered into between the Debtors and Steve
Goldman, one of the Debtors' principal, Mr. Goldman has agreed to
subordinate his claims and liens to the prepetition retainer plus
an additional $100,000 of fees to be incurred by the firm.

The hourly billing rates of the firm's professionals are:

   Attorneys                       Rate
   ---------                       ----
   David W. Levene, Esq.           $575
   Martin J. Brill, Esq.           $575
   David L. Neale, Esq.            $550
   Ron Bender, Esq.                $550
   Craig M. Rankin, Esq.           $550
   Daniel H. Reiss, Esq.           $495
   Monica Y. Kim, Esq.             $495
   David B. Golubchik, Esq.        $495
   Beth Ann R. Young, Esq.         $495
   Jacqueline L. Rodriguez, Esq.   $425
   Juliet Y. Oh, Esq.              $405
   Michelle S. Grimberg, Esq.      $385
   Todd M. Arnold, Esq.            $385
   Gil Hopenstand, Esq.            $375
   Ovsanna Takvoryan, Esq.         $350
   Holly Roark, Esq.               $295
   Tania M. Moyron, Esq.           $395

   Paraprofessionals               $195

The firm can be reached at:

   Levene, Neale, Bender, Rankin & Brill
   10250 Constellation Blvd., Suite 1700
   Los Angeles, CA 90067
   Tel: (310) 229-1234
   Fax: (310) 229-1244

Woodland Hills, California-based Care Level Management Group LLC,
fdba Care Level Management LLC and Care Level Associates LLC, --
http://www.carelevel.com/-- and its affiliates provide 24-hour  
house calls by physicians to patients.  The Debtors' business was
founded in 2001 and are established in California, Texas,
Pennsylvania, Arizona, Florida and New York.  The Debtors' revenue
are in the form of monthly membership fee.  It earned $22 million
in 2005 and $50 million in 2006 and 2007.  The cancellation of a
significant demonstration project with the Centers for Medicare
Services caused its revenues to plummet.

It filed its chapter 11 petition on May 7, 2008 (Bankr. C.D.
Calif. Case No. 08-12913).  Five affiliates filed separate Chapter
11 petitions on May 19, 2008, and another four affiliates filed
separate chapter 11 petitions.  Judge Maureen Tighe presides over
the case.  Juliet Y. Oh, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill represent the Debtors in their
restructuring efforts.  Care Level Management Group LLC listed
assets of $1 million to $10 million and debts of $10 million to
$50 million when it filed for bankruptcy.  The Debtors' primary
debt is a $7 million loan from First Century Bank NA that matured
in April 2008 and was personally guaranteed by a number of the
Debtors' principals.  First Century's claims and liens was
transferred to Steve Goldman, one of the Debtors' principals, when
he paid the bank loan in full from his personal property.


CHAMPION BILLIARD: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Champion Billiard Supply, Inc.
             10700 Hanna Street
             Beltsville, MD 20705

Bankruptcy Case No.08-18178

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
        Champion Billiards & Bar Stools, Inc.      08-18184

Type of Business: The Debtors provide sporting and recreational  
                  goods, especially in billiard, shuffleboard,
                  pinball, air hockey, table tennis, and foosball
                  games.

Chapter 11 Petition Date: June 20, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtors' Counsel: Richard B. Rosenblatt, Esq.
                  Email: rrosenblatt@rosenblattlaw.com
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098

Champion Billiard Supply, Inc.'s Financial Condition:

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

A. A copy of Champion Billiard Supply, Inc.'s petition is
available for free at:

      http://bankrupt.com/misc/mdb08-18178.pdf

B. A copy of Champion Billiards & Bar Stools, Inc.'s petition is
available for free at:

      http://bankrupt.com/misc/mdb08-18184.pdf


CHARTERHOUSE BOISE: Judge Pappas Decides to Liquidate Property
--------------------------------------------------------------
The Honorable James D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho converted Charterhouse Boise Downtown Properties
LLC's bankruptcy case into a Chapter 7 liquidation proceeding,
frustrating Gary Rogers' development of the office complex Boise
Place, the Idaho Statesman reported.

The Court's decision came after holding a June 16 hearing on
whether to liquidate the business or dismiss the bankruptcy case.  
Counsel for the U.S. Trustee for Region 18, Gary McClendon, Esq.,
requested the hearing earlier.

As reported in the Troubled Company Reporter on June 12, 2008, Mr.
McClendon filed the hearing 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.  The Debtor 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.  The Court said the case could not proceed because Mr.
Plummer's identity remains unrevealed.

                     About Charterhouse Boise

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


CHINA RECYCLING: Zhong Yi Expresses Going Concern Doubt
-------------------------------------------------------
China Recycling Energy Corporation, known as China Digital
Wireless, Inc., prior to March 8, 2007, filed with the U.S.
Securities and Exchange Commission on June 12, 2008, Amendment No.
4 to its Form 10KSB/A for the year ended Dec. 31, 2006, which was
previously filed on March 17, 2008.

In a letter dated March 5, 2008, as to the effects of the
restatement, Zhong Yi (Hong Kong) C.P.A. Company Limited raised
substantial doubt about the ability of China Recycling Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2006.  
The auditor pointed the company's substantial losses.

As of Dec. 31, 2006, the company had a negative operating cash
flow of $4,079,333 and accumulated deficits of $2,512,696.

                        Subsequent Events

Share Purchase Agreement

On Jan. 24, 2007, a group of individuals entered a share purchase
agreement with a group of shareholders of the company to purchase
12,911,835 shares of the company's common stocks with $0.001 par
value for an aggregate consideration of $490,000.  Purchasers are
Guohua Ku, Hanqiao Zheng, Ping Sun, Qianping Huang, Xiaohong Zhang
and Lixia Zhang.  Among them, Guohua Ku and Hanqiao Zheng acquired
9,073,700 shares and 2,406,365 shares respectively.  As a result,
they became the beneficial owners of the majority voting shares of
the company and gained control of the company.

Change of Name

On March 8, 2007, the name of the company was changed to "China
Recycling Energy Corporation" and engages in recycling energy
business, providing energy saving and recycling products and
services.

Joint-Operation Agreement

On April 8, 2007, the company's Board of Directors approves and
makes effective a TRT Project Joint-Operation Agreement, which is
conditionally entered on Feb. 1, 2007, between Shanghai TCH Data
Technology Co., Ltd., (TCH) and Xi'an Yingfeng Science and
Technology Co., Ltd., (Yingfeng).  Yingfeng is a Chinese company
that is located in Xi'an, Shaanxi Province, China, and is engaging
in the business of designing, selling, installing, and operating
TRT systems and other renewable energy products.

Under the Joint-Operation Agreement, TCH and Yingfeng will jointly
pursue a top gas recovery turbine project, which is to design,
construct, install and operate a TRT system in Xingtai Iron and
Steel Company, Ltd.  This project was originally initiated by a
Contract to Design and Construct TRT System entered by Yingfeng
and Xingtai on Sept 26, 2006.  TCH provides various forms of
investments and properties into the Project including cash,
hardware, software, equipments, major components and devices.  In
return, TCH becomes entitled to all the rights, titles, benefits
and interests that Yingfeng originally had under the Project
Contract, including but not limited to the cash payment made by
Xingtai on regular basis and other property rights and interests.
Yingfeng remains liable for providing all the manpower, expertise
and skills to design, construct, install, maintain and operate the
TRT system under the terms of the Project Contract and also takes
responsibility to manage the properties that TCH possesses in this
Project.  As for consideration, TCH will make monthly payment of
RMB30,000 (about $3,900) to Yingfeng as compensation for their
effort in managing TCH's properties.

                            Financials

The company posted a net loss of $10,577,418 on total revenues of
$2,889,436 for the year ended Dec. 31, 2006, as compared with a
net income of $1,811,107 on total revenues of $20,419,022 in the
prior year.

At Dec. 31, 2006, the company's balance sheet showed $4,464,612 in
total assets, $1,117,975 in total liabilities, and $3,346,637 in
total stockholders' equity.  

A full-text copy of Amendment No. 4 of the company's 2006 annual
report is available for free at  
http://ResearchArchives.com/t/s?2e56

                      About China Recycling

China Recycling Energy Corporation (OTC BB: CREG) currently
provides information services, cellular phone distribution and
advertising services through its Chinese operating subsidiaries.  
In 2006 and in the first quarter of 2007, the company also began
to engage in recycling energy business, providing energy saving
and recycling products and services.  On March 8, 2007, China
Digital Wireless Inc. changed its name to China Recycling Energy
Corporation.  Its subsidiaries are Sifang Holdings Co., Ltd.,
Sifang Holdings Co., and Shanghai TCH Data Technology Co., Ltd.


CHRYSLER FINANCIAL: Moody's Changes Outlook to Neg.; Holds B1 CFR
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of
DaimlerChrysler Financial Services Americas LLC to negative from
stable, while affirming the firm's B1 corporate family rating.  
The change in outlook is in connection with Moody's revision of
Chrysler LLC's rating outlook to negative from stable.

The negative outlook on Chrysler Financial's rating reflects
operating concerns at auto manufacturing affiliate Chrysler.  
Chrysler Financial's ratings and outlook are linked to Chrysler's,
reflecting the common ownership of the two companies, as well as
Chrysler Financial's significant business connections with
Chrysler and its dealers.

Moody's believes Chrysler's response to its operating challenges
influences Chrysler Financial's operating performance, liquidity,
and financial condition.

The change in outlook also incorporates increasing stresses on
Chrysler Financial's asset quality and profitability.  Significant
declines in used vehicle auction values, particularly among trucks
and large SUV's, is expected to lead to higher credit losses on
auto loans and increased depreciation expense on auto leases,
pressuring earnings.

Chrysler Financial's loan and lease portfolios are concentrated in
trucks and SUV's, consistent with Chrysler's sales mix.  Moody's
anticipates that higher funding costs will also likely contribute
to narrower operating margins at the firm.

Chrysler Financial's ratings are supported by its preferential
position as the sole provider of incentive-based financing of
Chrysler manufactured vehicles.  Ratings also reflect the firm's
organizational and operational achievements after its sale by
Daimler to the Cerberus-led investor group, as well as its further
transition-related operational risks.

Moody's believes the firm has adequate liquidity resources to
accommodate its short-term operating needs.

DaimlerChrysler Financial Services Americas LLC, is headquartered
in Farmington Hills, Michigan.


CHRYSLER LLC: Moody's Holds B3 CF & PD Ratings; Outlook is Neg.
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of Chrysler LLC, but changed the
outlook to negative from stable.  The change in outlook reflects
the increasingly challenging environment faced by Chrysler as the
outlook for US vehicle demand falls, and as high fuel costs drive
US consumers away from light trucks and SUVs, and toward more fuel
efficient vehicles.

During the month of May this shift in consumer demand highlighted
the competitive challenges facing Chrysler: the company's overall
share of the light vehicle market fell to 10.7% from 12.7% on a
year-over-year basis, largely due to the erosion in the position
of its car portfolio and declines in fleet shipments.

As consumer demand shifted from trucks and SUVs, and toward cars,
Chrysler's share of the car segment fell to 5.7% from 8.8%.  In
contrast, the company's share of the contracting light truck and
SUV market increased modestly to 17.6% from 16.9%.  While the
overall US market demonstrated a car/truck mix of approximately
60/40, Chrysler's car/truck mix was about 32/68.

Moreover, given the 2008 release of the new Dodge Ram pickup -- a
relatively high-volume and traditionally high-profit vehicle for
Chrysler - the company's ability to contend with the ongoing shift
in consumer demand will prove challenging.

This erosion in market fundamentals could stress Chrysler's
liquidity profile by late 2009 or early 2010.  Prior to the recent
shift in market demand and the likelihood that US light vehicle
shipments for 2008 would approximate 15 million units (down from
16.1 million in 2007), Chrysler's liquidity position would likely
have been adequate to cover all cash requirements into 2010, when
the benefits of the health care savings in the new UAW contract
would be realized.

During 2008, the company would likely have had a moderate
operating cash outflow, followed by a notable improvement in cash
generation during 2009, and a more robust performance in 2010.

However, as a result of the challenges that Chrysler may face in
contending with the ongoing shift in demand away from trucks and
SUVs, the company will likely face large cash requirements during
2008 and 2009 that will considerably narrow its liquidity position
relative to earlier expectations.

In the absence of any material near-term source of additional
liquidity that can help the company better address growing cash
requirements its B3 rating could be placed on review for possible
downgrade or lowered.

While Chrysler has been working to increase its sales outside of
the US, its ongoing concentration in the North American market
represents a key weakness in the current market environment.  This
lack of geographic diversification limits the company's ability to
participate in the robust long-term growth in demand taking place
in Asian, Easter European and Latin American markets.

It also reflects the company's inability to tap into a product
portfolio designed for markets that have long been geared toward
small- and mid-size cars.

Chrysler Automotive LLC is headquartered in Auburn Hills,
Michigan.


CHRYSLER LLC: S&P Places Corporate Credit Rating Under Neg Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.
     
"We have renewed concerns about all three automakers' future cash
outflows in light of the prospects for U.S. sales for the rest of
2008 and into 2009," said Standard & Poor's credit analyst Robert
Schulz.  The erosion of demand for SUVs and pickups has been
particularly troubling.  Although these segments have been weak
for some time, the exodus of demand that began in April, caused by
escalating gas prices and consumer preferences for smaller
vehicles, is gathering speed.  Despite concerted, and in some
cases successful, efforts to bolster their line-ups of smaller
vehicles and reduce costs, all three Michigan-based automakers
still rely on light trucks for a disproportionate share of
profitability and cash flow.
     
The companies' difficulty in anticipating the pace of market
deterioration was reflected in Ford's announcement that it expects
to use an even larger amount of cash this year and next than it
announced previously, its second negative guidance revision in a
month.  Ford plans to use more than $16 billion of cash between
2007 and 2009 in its automotive operations, including the cost of
employee separation programs, unless the economy rebounds next
year.  The company also said this year's pretax results will be
worse than last year's, announced further light-truck production
cuts and shift reductions, and delayed this fall's launch of the
F-150 pickup by two months to clear existing inventory.  Also
worrisome is the dire state of the vehicle finance market.  Ford
said it expects Ford Motor Credit to report a pretax loss for the
year (before any infusion from Ford) caused by weak used
(residual) values, primarily for light trucks.
     
Although GM and Chrysler have not publicly detailed their
expectations for cash use, all of the factors behind Ford's weaker
guidance also apply to the other U.S.-based automakers.  In
addition to weak sales and adverse product mix shifts, the list of
challenges also includes less receptive capital markets, higher
costs for steel and other raw materials, lower residual values
that hurt profitability at the finance units and reduce consumers'
trade-in power, and increasing cash needs for restructuring
efforts.
     
S&P believe all three companies currently have ample liquidity for
at least the rest of 2008 as measured by cash balances, available
bank facilities, and in some cases unencumbered assets.  But S&P
now also believe deteriorating industry fundamentals could reduce
liquidity to undesirable levels by the second half of 2009.
     
As part of its reviews, S&P will assess all three companies'
strategies for addressing the weak sales and shifts in demand away
from light trucks and maintaining liquidity at satisfactory levels
through 2009.


CHRYSLER LLC: DBRS Places 'B' Issuer Rating Under Negative Review
-----------------------------------------------------------------
DBRS has placed the ratings of Chrysler LLC Under Review with
Negative Implications.  The rating action reflects the structural
deterioration of the company's operations in North America brought
on by high oil prices and a slowing U.S. economy.  Negative
developments include these:

(1) A slowing U.S. economy precipitated by the collapse in the
housing market has contributed to a sharp decline in the demand
for automobiles.

(2) Persistent high oil prices have accelerated the change in
consumer preference to more fuel-efficient vehicles, which is the
strength of the Asian manufacturers.  This has added to the
Company's challenge of stabilizing its market share.

(3) The sharp deterioration in residential construction has
further dampened the demand for pickup trucks, one of the
Company's more profitable products.  Worsening market conditions
in North America, especially for large sports utility vehicles and
pickup trucks, has added headwinds to Chrysler's turnaround
efforts.

Chrysler LLC

Issuer Rating                    Under Review - Negative B
First Lien Secured Credit        Under Review - Negative B(high)
Facility
Second Lien Secured Credit       Under Review - Negative B(low)
Facility


CLEARPOINT BUSINESS: Secures $12MM Financing from ComVest Capital
-----------------------------------------------------------------
ClearPoint Business Resources Inc. obtained new capital of
$12 million from ComVest Capital LLC in the form of a $9 million
term loan, before an original issue discount of $1 million, and a
$3 million revolving credit facility.  In addition, ClearPoint's
existing lenders have agreed to remain as financial partners with
ClearPoint in a subordinated position to ComVest.

"We are very pleased with the endorsement by ComVest of our iLabor
business model," Mike Traina commented.  "This is a significant
step forward in providing the necessary working capital to
accelerate the growth in iLabor and a key milestone in our
transition from our legacy staffing business to our iLabor
technology platform."

"We believe the iLabor business model coupled with our new capital
clearly positions us as the primary alternative to the vendor
management industry," Mr. Traina added.  "The new capital provides
us with the financial stability to expand our supplier network and
attract new customers to solidify our position as a leader in
helping companies manage their usage of temporary labor."

             About ClearPoint Business Resources Inc.

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.

                   M&T Credit Pact Default

As disclosed in the Troubled Company Reporter on June 12, 2008,
ClearPoint Business 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.


CMC TELECOM: Final Hearing on Disclosure Statement Set Today
------------------------------------------------------------
The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan summoned CMC Telecom Inc. and its
creditors and parties-in-interest to a hearing today, June 24,
2008, to resolve disputes among them, Terry Brennan of The Deal
says, citing Kenneth Misken, at McGuire Woods LLP, counsel to
creditors.  At today's hearing, the Court will decide on the
adequacy of the Debtor's disclosure statement explaining its
amended bankruptcy plan, The Deal relates.

The Deal reveals that parties continue to argue over the
provisions of the plan.

The Debtor had settled dispute with lender JP Morgan Chase NA and
Chase Equipment Leasing Inc., but continues to face opposition
from the Official Committee of Unsecured Creditors and AT&T Inc.,
The Deal reports.  According to the report, the Debtor expects
AT&T, which asserts $3.8 million lien, to reject the plan.  
However, the Debtor strives to persuade creditors that it can
provide $1.1 million on the plans effective date and additional
$5.7 million at a later date, The Deal says, citing court filings.

The Committee maintains that the Debtor lacks funds for its daily
operations and cannot pay its obligations under the plan, The Deal
notes.  The Committee is proposing for a disposal of the Debtor's
assets, expected to raise about $400,000 to $500,000, The Deal
quotes Mr. Misken as stating.

Another creditors' committee was appointed on June 16, 2008, when
a member of the first committee said it wants to buy the Debtor's
assets.  The first committee was dissolved, The Deal reports.

Under the plan, the Debtor intends to pay AT&T $26,000 each month  
90 days following the plan's effectivity and the remaining
obligation to be paid after five years, The Deal notes.  Other
unsecured creditors owed about $643,204 will be paid in full plus
interest over the five years following 90 days after the plan's
effectivity, The Deal adds.  Convenience claim holders of $5,000
or less will also be paid in full, under the plan, the report
notes.

                        About CMC Telecom

Wixom, Michigan-based C.M.C. Telecom Inc. --
http://www.cmctel.com/-- offers full-service telecommunications  
including local and long distance telephone, calling cards,
voicemail, Internet (DSL. T1, T3), ATM, frame relay, and video
conferencing.  It filed its chapter 11 petition on Aug. 15, 2007
(Bankr. E.D. Mich. Case No. 07-56001).  Judge Marci B. McIvor
presides over the case. Karin F. Avery, Esq., at Silverman &
Morris PLLC, represents the Debtor in its restructuring efforts.  
The Debtor listed total assets of $4,647,296 and total debts of
$6,630,502 when it filed for bankruptcy.


COMM 2006-FL: Moody's Cuts Rating of Class MSH4 Cert. to Ba2
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 10 rake classes,
downgraded the ratings of three rake classes, placed on review for
possible downgrade five rake classes and affirmed the ratings of
11 pooled classes and 28 rake classes of COMM 2006-FL 12
Commercial Mortgage Pass-Through Certificates as:

  -- Class A-2, $884,452,155, Floating, affirmed at Aaa

  -- Class X-1, Notional, affirmed at Aaa

  -- Class X-2, Notional, affirmed at Aaa

  -- Class X-4, Notional, affirmed at Aaa

  -- Class X-3-BC, Notional, affirmed at Aaa

  -- Class X-3-DB, Notional, affirmed at Aaa

  -- Class X-3-SG, Notional, affirmed at Aaa

  -- Class X-5-BC, Notional, affirmed at Aaa

  -- Class X-5-DB, Notional, affirmed at Aaa

  -- Class X-5-SG, Notional, affirmed at Aaa

  -- Class A-J, $507,000,000, Floating, affirmed at Aaa

  -- Class B, $96,048,825, Floating, affirmed at Aa1

  -- Class C, $67,493,769, Floating, affirmed at Aa2

  -- Class D, $74,416,207, Floating, affirmed at Aa3

  -- Class E, $55,379,502, Floating, affirmed at A1

  -- Class F, $55,379,503, Floating, affirmed at A2

  -- Class G, $52,783,589, Floating, affirmed at A3

  -- Class CN1, $12,806,766, Floating, upgraded to A1 from Baa1

  -- Class CN2, $8,746,085, Floating, upgraded to A2 from Baa2

  -- Class CN3, $8,669,314, Floating, upgraded to Baa1 from Baa3

  -- Class KR1, $74,379,363, Floating, affirmed at Baa2

  -- Class KR3, $65,512,949, Floating, affirmed at Baa3

  -- Class IP1, $6,800,000, Floating, affirmed at Baa1

  -- Class IP2, $11,200,000, Floating, affirmed at Baa2

  -- Class IP3, $11,000,000, Floating, affirmed at Baa3

  -- Class HDC1, $5,000,000, Floating, affirmed at Baa1

  -- Class FSH1, $6,499,107, Floating, upgraded to A3 from Baa1

  -- Class FSH2, $8,666,064, Floating, upgraded to Baa1 from Baa2

  -- Class FSH3, $9,099,456, Floating, upgraded to Baa2 from Baa3

  -- Class CA1, $710,904, Floating, upgraded to Aa3 from A3

  -- Class CA2, $1,105,850, Floating, upgraded to A1 from Baa1

  -- Class CA3, $1,263,829, Floating, upgraded to A2 from Baa2

  -- Class CA4, $1,395,478, Floating, upgraded to A3 from Baa3

  -- Class AN3, $6,300,000. Floating, affirmed at Baa3

  -- Class MSH1, $3,300,000, Floating, downgraded to Baa2 from
     Baa1

  -- Class MSH2, $2,900,000, Floating, downgraded to Baa3 from
     Baa2

  -- Class MSH4, $4,000,000, Floating, downgraded to Ba2 from Ba1

  -- Class FG1, $5,900,000, Floating, affirmed at Aa2

  -- Class FG2, $6,100,000, Floating, affirmed at A1

  -- Class FG3, $4,300,000, Floating, affirmed at A3

  -- Class FG4, $5,500,000, Floating, affirmed at Baa1

  -- Class FG5, $7,200,000, Floating, affirmed at Baa3

  -- Class LS1, $2,500,000, Floating, affirmed at Baa1

  -- Class LS2, $2,700,000, Floating, affirmed at Baa2

  -- Class LS3, $2,600,000, Floating, affirmed at Baa3

  -- Class TC1, $2,900,000, Floating, currently rated Baa2, on
     review for possible downgrade

  -- Class TC2, $2,400,000. Floating, currently rated Baa3, on
     review for possible downgrade

  -- Class LB1, $2,300,000, Floating, affirmed at Baa1

  -- Class LB2, $1,600,000, Floating, affirmed at Baa2

  -- Class LB3, $1,600,000, Floating, affirmed at Baa3

  -- Class ES1, $1,800,000, Floating, currently rated Baa1, on
     review for possible downgrade

  -- Class ES2, $1,700,000, Floating, currently rated Baa2, on
     review for possible downgrade

  -- Class ES3, $1,500,000, Floating, currently rated Baa3, on
     review for possible downgrade

  -- Class AH1, $1,300,000, Floating, affirmed at Baa1

  -- Class AH2, $1,300,000, Floating, affirmed at Baa2

  -- Class AH3, $1,500,000, Floating, affirmed at Baa3

  -- Class AH4, $1,900,000, Floating, affirmed at Ba1

Moody's is upgrading rake classes CN1, CN2, CN3, CA1, CA2, CA3 and
CA4 due to decreased leverage from property release payments
associated with the Blackstone CarrAmerica National Portfolio Loan
and the Blackstone/CarrAmerica CAR Portfolio Loan.  Moody's is
upgrading Classes FSH1, FSH2 and FSH3 due to the improved
performance of the Four Seasons Hualalai Loan.

Moody's is downgrading Classes MSH1, MSH2 and MSH4 due to
performance issues with the MSREF Hotel Portfolio Loan, and
placing on review for possible downgrade Classes TC1, TC2, ES1,
ES2 and ES3 due to performance issues with The Avenue at Tower
City Loan and the Embassy Suites Lake Buena Vista Loan.

The Certificates are collateralized by two whole loans and 14
senior participation interests secured by 94 properties.
The loans range in size from 0.6% to 31.8%.  As of the June 16,
2008 distribution date, the transaction's aggregate certificate
balance has decreased by approximately 26.4% from $3.0 billion to
$2.2 billion.

Moody's current weighted average loan to value ratio is 65.5%,
compared to 69.5% at securitization.  The loan structure is
modified pro-rata for the pooled certificates and sequential for
the non-pooled certificates.

Kerzner International Portfolio Loan ($704.4 million -- 31.8% of
the trust balance), a 50% portion of a pari passu split loan
structure, is the largest loan in the pool.  There is also a
$1.3 billion non-trust junior secured loan component.  The loan is
collateralized by substantially all of the Kerzner Family's real
estate assets located on Paradise Island, Bahamas, including the
Atlantis Resort, a 2,317-key resort and casino hotel featuring the
largest casino and ballroom in the Caribbean and water-themed
attractions, including the world's largest open-air marine
habitat.

The Phase III expansion of the Atlantis Resort was completed in
the Second Quarter of 2007 adding a 600-unit all-suite hotel
tower.  Loan collateral also includes retail land parcels, an
18-hole championship golf course as well as 50% joint venture
interests in revenue streams and sale proceeds from condominium
and time share units and various construction projects, and the
lender's rights to receive capital proceeds and other amounts
relating to Kerzner's 50% interest in One & Only Palmilla, Los
Cabos, Mexico.

The loan sponsor is a private equity consortium consisting of
Istihmar PJSC, Whitehall Funds, Kerzner Family, Colony Capital,
Baron Funds and The Related Companies. The loan is performing as
expected.  Moody's LTV ratio is 63.4%, compared to 64.3% at
securitization.  Moody's underlying rating is A3, the same as at
securitization.

The Blackstone/CarrAmerica National Portfolio Loan ($257.4 million
- 11.6%) is the 52.5% portion of a pari passu split loan
structure.  There is also a $201.9 million non-trust junior
secured loan component and a $217.2 million mezzanine loan.  
The loan is secured by 37 office properties located in eight
office markets in six states.

The portfolio contains approximately 12.4 million square feet, of
which 7.1 million square feet represents the loan sponsor's
wholly-owned interests and its percentage ownership interests in
joint venture properties.

Of the 7.1 million square feet, approximately 5.0 million square
feet (23 properties) is secured by first mortgage liens and 2.1
million square feet (14 properties) is secured by a pledge of
refinance and sale proceeds on 13 joint ventures and one wholly-
owned property in which the sponsor owns a fee interest.

The pledged properties represent approximately 15.2% of the total
allocated trust balance.  At securitization, the portfolio
contained 19.4 million square feet, of which 13.9 million square
feet was collateral for the loan.  The outstanding trust balance
has decreased by 68.7% since securitization due to the payment of
property release premiums.  The portfolio has geographic
concentration in the San Jose, California metro area.

As of March 2008, the loan collateral secured by first mortgage
liens had a weighted average occupancy rate of 84.8%, compared to
86.6% for the current portfolio at securitization.

At securitization, the Blackstone Group, the loan sponsor,
provided a guaranty to spend $88.5 million on capital
improvements, tenant improvements and leasing commissions.  
Moody's LTV is 68.6%, based on mortgage collateral only, compared
to 79.7% at securitization.  Moody's underlying rating is Aa3,
compared to A3 at securitization.

The Four Seasons Hualalai Loan ($177.0 million -- 8.0%) is secured
by a luxury resort located on the Kona-Kohala Coast on Hawaii's
Big Island.  Loan collateral includes a 243-key luxury hotel
operated by Four Seasons Hotel Limited that has amenities typical
of luxury resort hotels, including two golf courses designed by
Jack Nicklaus and Tom Weiskopf.  Loan collateral also includes a
residential land component with the potential to build more than
510 units.

The sale of residential lots, at prices in excess of Moody's
original estimates, has resulted in an approximate 12.8% reduction
in the outstanding trust balance.  For the trailing 12-month
period ending March 2008, the hotel achieved RevPAR of
$648.39, compared to Moody's RevPAR of $616.64 at securitization.  
Moody's LTV is 60.2%, compared to 63.1% at securitization.  
Moody's underlying rating is A2, compared to A3 at securitization.

The MSREF Hotel Portfolio Loan ($68.0 million -- 3.1%) is secured
by three full-service hotels consisting of the Westin Embassy Row
(207 keys) located in Washington, D.C., the Sheraton Hotel
Framingham (373 keys) located in Framingham, Massachusetts and the
Sheraton Suites San Diego (264 keys) located in San Diego,
California.

At securitization, a $21.0 million letter of credit was posted to
ensure completion of the PIP with the repair budget allocated as
follows: Westin Embassy Row ($31,912 per key), Sheraton Hotel
Framingham ($21,386 per key) and the Sheraton Suites San Diego
($24,306 per key).  Renovations at all three hotels are behind
schedule and the on-going repair work has affected the hotels'
occupancy.

A softening District of Columbia hotel market is expected to
negatively impact the performance of the Westin Embassy Row, which
is now expected to have repairs completed by the Second Quarter of
2008.  Moody's expects that new hotel competition in close
proximity to the Sheraton Suites San Diego will negatively impact
that hotel's performance.  RevPAR for the portfolio in 2007
averaged $100.58, compared to Moody's RevPAR at securitization of
$117.86.

The loan sponsor is Pyramid Hotel Opportunity Venture II LLC
(MSREF/CalSTRS/Pyramid Associates, Inc.).  Moody's LTV is
74.6%, compared to 71.9% at securitization.  Moody's underlying
rating is Baa1, compared to A3 at securitization.

The Avenue at Tower City Loan ($42.3 million -- 1.9%) is secured
by an urban retail mall containing 364,824 square feet, located in
the Cleveland, Ohio CBD.  The mall is part of the greater Tower
City Center containing approximately 1.5 million square feet of
office space, two hotels and tunnel access to Cleveland's
professional sports stadiums.

As of March 2008, the property was 85.7% leased, compared to
91.9% at securitization.  Tenants on month-to-month leases
accounted for approximately 24% of the leased in-line space.  
Property performance in calendar years 2006 and 2007, and the
borrower's budget for 2008, indicate a significant decline in
performance from securitization.

The loan sponsor is Forest City Enterprises, Inc. which developed
the property and has its headquarters in the Tower City Center
development.  Moody's LTV is 78.6%, compared to 65.7% at
securitization.  Moody's underlying rating is Ba1, compared to A3
at securitization.

The Blackstone/CarrAmerica CAR Portfolio Loan ($31.1 million --
1.4%) is the 52.5% portion of a pari passu split loan structure.  
There is also a $22.8 million non-trust junior secured loan
component and a $21.6 million mezzanine loan.  The loan is secured
by four office properties located in San Mateo, California,
Mountain View, California and two properties located in Austin,
Texas.

The portfolio currently contains 719,027 square feet, compared to
2.1 million square feet in 11 properties at securitization.  
The outstanding trust balance has decreased by approximately
73.7% since securitization due to the payment of property release
premiums.  As of March 2008, the portfolio had a weighted average
occupancy of 81.4%, compared to 95.4% at securitization for the
current portfolio.

At securitization, the Blackstone Group, the loan sponsor,
provided a guaranty to spend $9.8 million on capital improvements,
tenant improvements and leasing commissions.  Moody's LTV is
55.1%, compared to 70.8% at securitization.  Moody's underlying
rating is Aa3, compared to A3 at securitization.

The Embassy Suites Lake Buena Vista Loan ($29.0 million -- 1.3%)
is secured by a 333-room all-suite, full-service hotel located in
Orlando, Florida in the Lake Buena Vista submarket approximately
1-mile northeast of Walt Disney World.  A $4.8 million
($14,414 per room) PIP renovation was completed in 2006.  
The majority of the PIP, $3.5 million, was spent on guestroom
upgrades.

RevPAR in calendar year 2007 was $109.03, compared to $113.86 at
securitization.  RevPaR for the trailing-four month period ending
April, 2008 was $131.54, compared to $134.20 for the same period
in 2007.  The loan sponsor is HEI Hospitality Fund, L.P. Moody's
LTV is 75.1%, compared to 64.6% at securitization.  Moody's
underlying rating is Baa3, compared to A3 at securitization.


CORD BLOOD: To Pay Interest Only Under Amended Deal with Corcell
----------------------------------------------------------------
Cord Blood America, Inc., entered into a Fourth Amendment to the
Securities Purchase Agreement among CorCell, Ltd., Career Channel,
Inc., dba Rainmakers International and Shelter Island Opportunity
Fund, LLC.

Pursuant to the Fourth Amendment, the parties wish to amend the
Securities Purchase Agreement and the Debenture.  Section 2(b) of
the Debenture has been amended such that each Periodic Payment of
$75,000, that was to be payable on May 30, June 30 and July 31 was
reduced so that the only payment due from the company to Shelter
Island on these dates will consist of accrued interest on the
outstanding aggregate principal amount of the Debenture on each
such date.  The balance of each such Periodic Payment shall be
paid on the Maturity Date.  

The Fourth Amendment shall be effective in accordance with the
terms of Section 5.5 of the Securities Purchase Agreement upon:

   (i) the payment of legal fees and expenses in connection with
       the preparation and negotiation of the Fourth Amendment and
       the documents referred to herein in an amount not to exceed
       $4,000 and

  (ii) Shelter Island's exercise of Warrants for 2,837,838 shares
       of Common Stock at a price of $.0086 per share on a
       cashless basis.

On May 22, 2008, the company obtained a waiver from Enable Growth
Partners LP, Enable Opportunity Partners LP and Pierce Diversified
Strategy Master Fund LLC, releasing it from obligations that may
require the company to issue stock pursuant to certain sections in
the Securities Purchase Agreement, the Warrants and the Senior
Convertible Notes, all dated as of Nov. 26, 2007, by and among the
company and Enable.   As consideration for the Waiver, the company
will issue Enable warrants, equal to 20% of the November 2007
Warrants, under the same terms and conditions as that of the
Shelter Island Warrants.

A full-text copy of the Fourth Amendment to the Securities
Purchase Agreement and Amendment to Debenture is available for
free at http://ResearchArchives.com/t/s?2e60

                         About Cord Blood

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

Cord Blood America Inc.'s consolidated balance sheet at March 31,
2008, showed $6,244,317 in total assets and $10,220,878 in total
liabilities, resulting in a $3,976,561 total stockholders'
deficit.

                         Going Concern Doubt

Rose, Snyder & Jacobs, in Encino, California, expressed
substantial doubt about Cord Blood America Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm reported that the company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2007.


COUNTRYWIDE: Moody's Cuts Ratings of 435 Tranches from ARM Deals
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 435
tranches from 67 Option ARM transactions issued by Countrywide.  
One hundred seventy four tranches remain on review for possible
further downgrade.  Additionally, 179 tranches were placed on
review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

The complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust 2004-12

  -- Cl. I-M, Downgraded to Aa3 from Aa2

  -- Cl. I-B-1, Downgraded to Baa2 from A2

  -- Cl. I-B-2, Downgraded to B3 from Baa2

Issuer: CHL Mortgage Pass-Through Trust 2004-16

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. B-3, Downgraded to B1 from Ba2

Issuer: CHL Mortgage Pass-Through Trust 2004-20

  -- Cl. B-1, Downgraded to A3 from A2

  -- Cl. B-2a, Downgraded to Ba1 from Baa2

  -- Cl. B-2b, Downgraded to Ba1 from Baa2

  -- Cl. B-3, Downgraded to B3 from Ba2

Issuer: CHL Mortgage Pass-Through Trust 2004-25

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-7, Downgraded to Baa2 from Baa1

  -- Cl. M-8, Downgraded to Baa3 from Baa2

  -- Cl. B-1, Downgraded to Ba2 from Baa3

Issuer: CHL Mortgage Pass-Through Trust 2004-HYB5

  -- Cl. I-B-1, Downgraded to Aa3 from Aa2

  -- Cl. I-B-2, Downgraded to Baa2 from A2

  -- Cl. I-B-3, Downgraded to Ba3 from Baa2

  -- Cl. I-B-4, Downgraded to Caa1 from Ba2

  -- Cl. I-B-5, Downgraded to Ca from B2

  -- Cl. II-B-2, Downgraded to A3 from A2

  -- Cl. II-B-3, Downgraded to Ba1 from Baa2

  -- Cl. II-B-4, Downgraded to Ba3 from Ba2

  -- Cl. II-B-5, Downgraded to Ca from B2

Issuer: CHL Mortgage Pass-Through Trust 2005-11

  -- Cl. I-M-1, Downgraded to A2 from Aa2

  -- Cl. II-M-1, Downgraded to Aa3 from Aa2

  -- Cl. I-B-1, Downgraded to Ba1 from A2

  -- Cl. I-B-2, Downgraded to B2 from Baa2

  -- Cl. II-B-1, Downgraded to Baa1 from A2

  -- Cl. II-B-2, Downgraded to Ba3 from Baa2

Issuer: CHL Mortgage Pass-Through Trust 2005-2

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to A3 from A2

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to Ba1 from Baa2

  -- Cl. B-1, Downgraded to Ba3 from Baa3

Issuer: CHL Mortgage Pass-Through Trust 2005-3

  -- Cl. M-7, Downgraded to Ba1 from Baa3

  -- Cl. B-1, Downgraded to Ba2 from Baa3

Issuer: CHL Mortgage Pass-Through Trust 2005-4

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2, Downgraded to Ba1 from Baa2

Issuer: CHL Mortgage Pass-Through Trust 2005-7

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to Ba2 from A2

Issuer: CHL Mortgage Pass-Through Trust 2005-9

  -- Cl. M-5, Downgraded to Baa1 from A3

  -- Cl. B-1, Downgraded to Ba1 from Baa3

Issuer: CHL Mortgage Pass-Through Trust 2005-HYB1

  -- Cl. I-B-2, Downgraded to Ba1 from Baa2

  -- Cl. II-B-1, Downgraded to A3 from A2

  -- Cl. II-B-2, Downgraded to Ba1 from Baa2

Issuer: CHL Mortgage Pass-Through Trust 2006-3

  -- Cl. 1-M-1, Downgraded to Ba3 from Aa2

  -- Cl. 1-M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M-5, Downgraded to Ca from Ba1

  -- Cl. 1-M-6, Downgraded to Ca from B1

  -- Cl. 2-M-1, Downgraded to Baa3 from Aa1

  -- Cl. 2-M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M-4, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-M-5, Downgraded to Ca from Ba1

  -- Cl. 2-M-6, Downgraded to Ca from B1

  -- Cl. 2-M-7, Downgraded to Ca from Caa2

  -- Cl. 3-M-1, Downgraded to Ba1 from Aa2

  -- Cl. 3-M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 3-M-3, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-M-4, Downgraded to Ca from Ba3

  -- Cl. 3-M-5, Downgraded to Ca from Caa2

Issuer: CHL Mortgage Pass-Through Trust 2006-OA1

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba2

  -- Cl. M-8, Downgraded to Ca from Ba3

  -- Cl. M-9, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to Ca from Caa2

Issuer: CHL Mortgage Pass-Through Trust 2006-OA4

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa1

  -- Cl. M-3, Downgraded to B2 from Aa2

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to Ca from Ba2

  -- Cl. M-9, Downgraded to Ca from Caa1

Issuer: CHL Mortgage Pass-Through Trust, Series 2006-OA5

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. I-M-1, Downgraded to Ba1 from Aa1

  -- Cl. I-M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-4, Downgraded to Ca from Ba1

  -- Cl. I-M-5, Downgraded to Ca from Ba2

  -- Cl. I-M-6, Downgraded to Ca from Caa1

  -- Cl. II-M-1, Downgraded to Aa3 from Aa1

  -- Cl. II-M-2, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-3, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-7, Downgraded to Ca from B1

Issuer: CWALT, INC.Mortgage Pass-Through Certificates, Series
2007-OA2

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from Aa2

  -- Cl. M-5, Downgraded to Ca from Aa3

  -- Cl. M-6, Downgraded to Ca from Ba2

  -- Cl. M-7, Downgraded to Ca from Caa1

Issuer: CWALT, Inc. Alternative Loan Trust, Series 2005-44

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to Baa3 from Aa2

  -- Cl. B-1, Downgraded to B2 from A2

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-14

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-M-1, Downgraded to A2 from Aa2

  -- Cl. II-B-1, Downgraded to Baa3 from A2

  -- Cl. II-B-2, Downgraded to B3 from Baa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-16

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-17

  -- Cl. 1-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-M-1, Downgraded to Aa2 from Aa1

  -- Cl. 1-M-2, Downgraded to A2 from Aa2

  -- Cl. 1-M-3, Downgraded to A3 from Aa3

  -- Cl. 1-B-1, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-M-1, Downgraded to Baa1 from Aa3

  -- Cl. 2-B-1, Downgraded to B2 from A3

  -- Cl. 2-B-2, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-24

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-X, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-27

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,    
     currently Aaa

  -- Cl. 1-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to Ba1 from Aa3

  -- Cl. B-1, Downgraded to B3 from A3

  -- Cl. B-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-31

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-M, Downgraded to Baa1 from Aa2

  -- Cl. 1-B-1, Downgraded to Ba3 from A2

  -- Cl. 1-B-2, Downgraded to B3 from Baa2

  -- Cl. 2-M, Downgraded to A2 from Aa2

  -- Cl. 2-B-1, Downgraded to Baa3 from A2

  -- Cl. 2-B-2, Downgraded to B2 from Baa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-36

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-M, Downgraded to Baa3 from Aa2

  -- Cl. I-B-1, Downgraded to B2 from A2

  -- Cl. I-B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-A-1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-1C, Placed on Review for Possible Downgrade,
     currently Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-38

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M, Downgraded to Baa3 from Aa2

  -- Cl. B-1, Downgraded to B3 from A2

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-41

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to Baa1 from Aa2

  -- Cl. B-1, Downgraded to B2 from A2

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-45

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to Baa2 from Aa2

  -- Cl. B-1, Downgraded to B2 from A1

  -- Cl. B-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-51

  -- Cl. 1-A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3C, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-3C, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-B1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-B2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-B3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to Ba3 from Aa2

  -- Cl. B-1, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-56

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-58

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-59

  -- Cl. 1-A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Downgraded to B2 from Aa2

  -- Cl. B-1, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-61

  -- Cl. 1-M-3, Downgraded to Baa3 from A2

  -- Cl. 1-M-4, Downgraded to B3 from Baa2

  -- Cl. 1-M-5, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-M-1, Downgraded to A1 from Aa1

  -- Cl. 2-M-2, Downgraded to B3 from A1

  -- Cl. 2-M-3, Downgraded to Ca from Ba1

  -- Cl. 2-M-4, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-62

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X-1, Placed on Review for Possible Downgrade, currently   
     Aaa

  -- Cl. 2-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. B-1, Downgraded to Ca from B1

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-69

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba2

  -- Cl. M-6, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-72

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-76

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade, currently    
     Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Baa3

  -- Cl. M-7, Downgraded to Ca from Ba3

  -- Cl. M-8, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-81

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba3

  -- Cl. B-2, Downgraded to Ca from B3

  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-82

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M, Downgraded to B2 from Aa2

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA10

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-AD, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-BI, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-BJ, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-NB, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-PP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from B2

  -- Cl. M-6, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA11

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Baa1

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA12

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. X-P, Placed on Review for Possible Downgrade, currently  
     Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba2

  -- Cl. M-7, Downgraded to Ca from B1

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA14

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa1

  -- Cl. M-3, Downgraded to Ba3 from Aa1

  -- Cl. M-4, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1

  -- Cl. M-9, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA16

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa1

  -- Cl. M-3, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA17

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B1 from Aaa

  -- Cl. M-2, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1

  -- Cl. M-9, Downgraded to Ca from B1

  -- Cl. M-10, Downgraded to Ca from B3

  -- Cl. M-11, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA18

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa1

  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA19

  -- Cl. A-3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa1; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to Ca from Ba2

  -- Cl. M-10, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA2

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba1

  -- Cl. M-7, Downgraded to Ca from Ba2

  -- Cl. M-8, Downgraded to Ca from B2

  -- Cl. M-9, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA21

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1

  -- Cl. M-10, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA22

  -- Cl. M-1, Downgraded to A1 from Aaa

  -- Cl. M-2, Downgraded to Ba2 from Aa1

  -- Cl. M-3, Downgraded to Ba3 from Aa1

  -- Cl. M-4, Downgraded to B3 from Aa2

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA3

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Baa2

  -- Cl. M-6, Downgraded to Ca from Ba2

  -- Cl. M-7, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA6

  -- Cl. 1A-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A-4A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A-4B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A-4C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A-4D, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from A3

  -- Cl. M-6, Downgraded to Ca from Baa3

  -- Cl. M-7, Downgraded to Ca from Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA7

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1

  -- Cl. M-2, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from Baa2

  -- Cl. M-5, Downgraded to Ca from Ba3

  -- Cl. M-6, Downgraded to Ca from Caa2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA8

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from Ba1

  -- Cl. M-5, Downgraded to Ca from Ba3

  -- Cl. M-6, Downgraded to Ca from Caa1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA9

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba3

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to Ca from B3

  -- Cl. M-10, Downgraded to Ca from Caa3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-AL1

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA10

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Baa2 from Aa1

  -- Cl. M-3, Downgraded to Ba2 from Aa1

  -- Cl. M-4, Downgraded to B1 from Aa1

  -- Cl. M-5, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA11

  -- Cl. X-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-2, Placed on Review for Possible Downgrade, currently     
     Aa2

  -- Cl. M-3, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. M-4, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. M-5, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. M-6, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. M-7, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. M-8, Placed on Review for Possible Downgrade, currently   
     Baa2

  -- Cl. M-9, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently   
     Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA3

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa1

  -- Cl. M-3, Downgraded to Ba3 from Aa1

  -- Cl. M-4, Downgraded to B1 from Aa1

  -- Cl. M-5, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-10, Downgraded to Ca from Ba3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA4

  -- Cl. M-3, Downgraded to A1 from Aa1

  -- Cl. M-4, Downgraded to Baa3 from Aa1

  -- Cl. M-5, Downgraded to Ba1 from Aa2

  -- Cl. M-6, Downgraded to B1 from Aa3

  -- Cl. M-7, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for   
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA6

  -- Cl. M-2, Downgraded to A3 from Aa1

  -- Cl. M-3, Downgraded to Baa3 from Aa1

  -- Cl. M-4, Downgraded to Ba2 from Aa2

  -- Cl. M-5, Downgraded to B2 from Aa3

  -- Cl. M-6, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA7

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A3 from Aaa

  -- Cl. M-2, Downgraded to Ba1 from Aa1

  -- Cl. M-3, Downgraded to Ba2 from Aa1

  -- Cl. M-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA8

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa1

  -- Cl. M-3, Downgraded to Ba2 from Aa1

  -- Cl. M-4, Downgraded to Ba3 from Aa1

  -- Cl. M-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-10, Downgraded to Ca from B1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OA9

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A2 from Aaa

  -- Cl. M-2, Downgraded to Baa3 from Aa1

  -- Cl. M-3, Downgraded to Ba1 from Aa1

  -- Cl. M-4, Downgraded to Ba2 from Aa1

  -- Cl. M-5, Downgraded to B1 from Aa1

  -- Cl. M-6, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba1

  -- Cl. B-2, Downgraded to Ca from B2

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH1

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba2

  -- Cl. B-1, Downgraded to Ca from B3

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH2

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A1 from Aa1

  -- Cl. M-3, Downgraded to Baa1 from Aa2

  -- Cl. M-4, Downgraded to Ba1 from Aa3

  -- Cl. M-5, Downgraded to Ba3 from A1

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-OH3

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa1

  -- Cl. M-3, Downgraded to Ba3 from Aa2

  -- Cl. M-4, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade


CSFB MORTGAGE: Moody's Cuts Ratings of Seven Classes of 2007-TFL-2
------------------------------------------------------------------
Moody's Investors Service downgrades seven classes and affirms 23
classes of CSFB 2007-TFL-2 of Credit Suisse First Boston Mortgage
Securities Corp., Series 2007-TFL2:

  -- Class A-1, $521,300,000, affirmed at Aaa

  -- Class A-2, $100,000,000, affirmed at Aaa

  -- Class A-3, $207,000,000, affirmed at Aaa

  -- Class B, $45,700,000, affirmed at Aa1

  -- Class C, $42,600,000, affirmed at Aa2

  -- Class D, $33,500,000, affirmed at Aa3

  -- Class E, $36,600,000, affirmed at A1

  -- Class F, $36,500,000, affirmed at A2

  -- Class G, $33,500,000, affirmed at A3

  -- Class H, $39,600,000, affirmed at Baa1

  -- Class J, $36,600,000, affirmed at Baa2

  -- Class K, $39,600,000, affirmed at Baa3

  -- Class L, $33,467,897, downgraded to Ba3 from Ba1

  -- Class BSL-A, $8,900,000, downgraded to Ba1 from Aa3

  -- Class BSL-B, $9,000,000, downgraded to Ba2 from A1

  -- Class BSL-C, $8,900,000, downgraded to Ba3 from A2

  -- Class BSL-D, $8,900,000, downgraded to B1 from A3

  -- Class BSL-E, $7,900,000, downgraded to B2 from Baa1

  -- Class BSL-F, $9,900,000, downgraded to B3 from Baa2

  -- Class CSP-A1, $92,271,049, affirmed at Aaa

  -- Class CSP-A2, $33,600,000, affirmed at Aaa

  -- Class CSP-B, $10,600,000, affirmed at Aa1

  -- Class CSP-C, $11,500,000, affirmed at Aa2

  -- Class CSP-D, $9,900,000, affirmed at Aa3

  -- Class CSP-E, $10,000,000, affirmed at A1

  -- Class CSP-F, $9,700,000, affirmed at A2

  -- Class CSP-G, $19,900,000, affirmed at Baa1

  -- Class CSP-H, $9,900,000, affirmed at Baa2

  -- Class CSP-J, $15,900,000, affirmed at Baa3

  -- Class CSP-K, $18,000,000, affirmed at Ba1

Moody's is downgrading non-pooled Classes BSL-A, BSL-B, BSL-C,
BSL-D, BSL-E, and BSL-F, secured by the trust junior portion of
the Biscayne Landing Loan, due to market credit deterioration and
monetary default of the loan.

The senior pooled trust balance is $110.0 million while the trust
junior component is $53.5 million.  Moody's is downgrading pooled
Class L due to the poor 2007 and First Quarter 2008 performance of
the Resorts Atlantic City loan combined with the performance of
the Biscayne Landing Loan.

The pooled Classes are secured by seven senior participation
interests of whole loans totaling $1.2 billion.  The loans range
in size from 3.3% to 30.7% of the pool based on current principal
balances.  As of the June 15, 2008 distribution date, the
transaction's aggregate certificate balance has decreased by
approximately 0.6% to $1.50 billion from $1.51 billion at
securitization.

The largest loan, Planet Hollywood Resort and Casino
($460.0 million -- 30.7% of the pooled trust balance) is secured
by 40-story hotel/casino property, totaling 2,567 rooms and
located on the Las Vegas Strip in Las Vegas, Nevada.  The property
was constructed in 2000 and was formerly known as the Aladdin
Hotel and Casino.  The current sponsors (Robert Earl, Bay Harbor,
and Starwood) are 99% complete with a $178.4 million renovation
and transformation project to re-brand the property as the Planet
Hollywood Hotel & Casino.

Due to the 2007 hotel and casino renovations, financials from a
full operational year are not yet available.  Moody's will be
closely monitoring this loan as post renovation financial
performance information becomes available.  Moody's pooled loan to
value ratio remains at 65.9%, the same as securitization.  Moody's
current underlying rating is Baa3, the same as securitization.

The Whitehall Seattle Portfolio Loan ($292.5 million -- 19.5% of
the pooled trust balance) is secured by a mixture of Class-A
office buildings consisting of a total of 13 properties with
2.9 million rentable square feet.  The properties are located in
three key office submarkets within the Seattle metropolitan area:
Seattle CBD, Bellevue CBD, and Suburban Bellevue.

Portfolio occupancy as of December 2007 was 90% down from 92% at
securitization.  Moody's pooled LTV remains at 65.4%, the same as
securitization.  Moody's current underlying rating is Baa3, the
same as securitization.

The Resorts Atlantic City Loan ($175.0 million -- 11.78% of the
pooled trust balance) is secured by a hotel casino with 310 feet
of Boardwalk frontage at the northern end of the Atlantic City
Boardwalk.  Due to impact from Pennsylvania legalizing slot
gambling and the recent Atlantic City smoking ban at casinos,
there has been a market wide decrease in casino revenue.  At the
Resorts Atlantic City, the full year 2007 net cash flow decreased
22.3% from 2006 and 17.3% from the trailing twelve months ending
March 2007.

Moody's expects cash flow decreases to stabilize at this reduced
level and does not anticipate a rebound to 2006 levels.  Moody's
pooled LTV has increased to 77.2% from 59.4% at securitization.  
Additionally, Moody's current underlying rating has dropped to Ba3
from Baa3 at securitization.

The Biscayne Landing Loan ($110.0 million -- 7.3% of the pooled
trust balance) is secured by a 188-acre site located in North
Miami, Florida and was intended to fund pre-development of the
site to accommodate a mixed-use project encompassing condominiums,
multifamily, hotel, office, and retail development.

In December 2007, the borrower, Boca Developers, failed to make a
$20.0 million amortization payment which was required if release
proceed targets weren't met.  In March of 2008, the loan was moved
to special servicing.  Since the monetary default, the borrower
has been in negotiations for a forbearance period with the lender
while attempting to obtain approval for revised development plans
with the municipality.

The original plan called for a heavy residential component with
completion prior to a smaller commercial component.  Given the
dramatic decline in the residential market, the borrower has
proposed a revised plan calling for a much larger commercial
development followed by a smaller residential component when
market conditions improve.

Moody's has altered our current analysis to reflect the additional
credit risk associated with the current market conditions and
deviation from the original development plan.  Moody's pooled LTV
has increased to 63.4% from 41.1% at securitization.  

Additionally, Moody's current underlying rating of the pooled debt
associated with the collateral has dropped to Baa3 from Aa2 at
securitization.

Additionally, there are junior trust loans secured by the asset
including rake classes BSL-A, BSL-B, BSL-C, BSL-D, BSL-E and BSL-
F. Moody's is downgrading the following BSL-A to Ba1 from Aa3,
BSL-B to Ba2 from A1, BSL-C to Ba3 from A2, BSL-D to B1 from A3,
BSL-E to B2 from Baa1 and BSL-F to B3 from Baa2.

The CapitalSource Portfolio Loan ($240.9 million 0% of the pooled
trust balance) is a non-pooled mortgage loan secured by 63 skilled
nursing, 1 assisted living, and 1 long-term acute care facility.  
The assets are located in 20 states with concentrations in
Indiana, Florida, North Carolina and Texas.  The sponsor of the
loan is CapitalSource.  There are currently 23 different third
party operators leasing the assets under NNN leases.

The deal is structured via a master lease to CapitalSource. Per
year end 2007, the current DSCR on the loan based on the master
lease payment was approximately 1.50x.  The rake bonds in the
trust associated with the collateral include CSP-A1, CSP-A2, CSP-
B, CSP-C, CSP-D, CSP-E, CSP-F, CSP-G, CSP-H, CSP-J, CSP-K. Due to
the absence of updated information on the underlying assets,
Moody's rating of each bond remains unchanged from securitization.


CRICKET COMMUNICATIONS: S&P Holds 'B-' Rating on $300MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's affirmed its 'B-' issue-level and '4' recovery
ratings on Cricket Communications Inc.'s $300 million of senior
notes due 2015, upsized from the previously proposed $200 million.  
S&P also affirmed its rating of 'CCC' and recovery rating of '6'
on parent Leap Wireless International Inc.'s $220 million of
convertible senior notes due 2014, upsized from the previously
proposed $200 million.
     
All of the other ratings on Leap and its subsidiaries, including
its 'B-' corporate credit rating, remain unchanged.  


CYGNE DESIGNS: Posts $3.8MM Net Loss in First Qtr. Ended April 30
-----------------------------------------------------------------
Cygne Designs Inc. reported on Thursday results of operations for
the first quarter ended April 30, 2008.

Cygne Designs Inc. reported a net loss of $3.8 million on net
sales of $15.3 million for the first quarter ended April 30, 2008,
compared with a net loss of $1.4 million on net sales of
$20.9 million in the same period ended April 30, 2007.

The net loss of $3,800,000 for the three months ended April 30,
2008 included severance expenses of $1.0 million attributable to
the company's former chief executive officer and $273,000 for non-
cash stock compensation issued to the company's current chief
executive officer.

The decrease in sales is comprised of a $1.6 million decrease in
sales from branded garments, and a decrease of $10.4 million from
the loss of business of two major customers, partially offset by
an increase in sales of the company's private label business of
$5.5 million and an increase in the company's non-denim products
of $906,000.

Gross profit for the first quarter of 2008 was $547,000, a
decrease of $3.6 million, or 86.9%, from the gross profit of
$4.2 million for the first quarter of 2007.  

Gross margins decreased to 3.6% compared to 20% in the prior year
period as a result of the product categories sold and the fact
that the company no longer has a guaranteed margin agreement in
place with its former supplier.  Additionally, the company's
initial gross margins with its new suppliers were lower overall
compared to the prior year period and, due to late deliveries
during the period, the company incurred significant chargebacks
and late delivery fees, which negatively impacted gross margins
during the period.

                        Covenant Defaults

On Aug. 3, 2007, the company entered into a $15 million secured
revolving credit facility with Comerica Bank.  The credit facility  
replaced the company's expired Factoring Agreement with Milberg
Factors Inc..

The short-term borrowings under the revolving credit facility were
$12.5 million at April 30, 2008.  As security for the company's
obligations under the credit facility, the company granted to
Comerica Bank a continuing security interest in substantially all
of its property.

As of April 30, 2008, the company was in default with the working
capital, net worth, EBITDA and debt to net equity ratio
requirements.  Comerica Bank issued a notice of no action to the
company regarding the default on the covenants at April 30, 2008.
The bank's decision to not take action to enforce its rights under
the agreement does not constitute a waiver of any of the bank's
rights, powers and remedies with respect to the defaults.

                          Balance Sheet

At April 30, 2008, the company's consolidated balance sheet showed
$33.9 million in total assets, $25.8 million in total liabilities,
and $8.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2e6d

                       Going Concern Doubt

Cygne Designs Inc. believes that existing conditions cast
substantial doubt about the company's ability to continue as a
going concern.  The company had losses of $3,800,000 for three
months ended April 30, 2008.  The company said its ability to
obtain the necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due and upon profitable operations "cannot be nnot be predicted
with any certainty at this time."

                     About Cygne Designs Inc.

Based in New York, Cygne Designs Inc. (Nasdaq: CYDS) is a
designer, merchandiser, manufacturer and distributor of branded
and private label women's denim, casual and career apparel with
sales to retailers located in the United States.


DAIMLERCHRYSLER FINANCIAL: S&P Puts Ratings Under Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services is placing its 'B' long-term
counterparty credit rating and 'BB-' senior unsecured debt rating
on DaimlerChrysler Financial Services Americas LLC on CreditWatch
with negative implications.  The CreditWatch reflects S&P's
decision to review DaimlerChrysler's ratings in light of the
increased challenges at its parent, Chrysler LLC.  "High gasoline
prices are the primary cause of the increasingly challenging
operating conditions for Chrysler LLC, and hence DaimlerChrysler
Financial Services," said Standard & Poor's credit analyst John
Bartko.
     
The review, which S&P are also undertaking on other rated U.S.
automakers, was prompted by renewed concerns about Chrysler's
prospective cash outflows in light of the prospects for U.S. sales
for the rest of 2008 and into 2009.  The erosion of demand for
SUVs and pickups has been particularly troubling.  Although these
segments have been weak for some time, the exodus of demand that
began in April, caused by escalating gas prices and consumer
preferences for smaller vehicles, is gathering speed.  Despite
concerted efforts to change the mix of product offerings and
reduce costs, Chrysler still relies on light trucks for a
disproportionate share of profitability and cash flow.
     
S&P had assigned a negative outlook to Chrysler on Nov. 8, 2007,
but the demand prospects for light trucks, and lower sales more
broadly, over the rest of 2008 could undermine its financial
prospects more than it previously expected, even in light of
ongoing cost reductions.
     
S&P will review Chrysler's financial and liquidity outlook, as
well as general U.S. and global automotive industry conditions, to
resolve the CreditWatch review.


DAWAHARES LEXINGTON: Obtains Interim OK to Use Cash Collateral
--------------------------------------------------------------
The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court for
the Eastern District of Kentucky gave Dawahare's of Lexington LLC
interim approval to access its lender's cash collateral, Jamie
Mason of The Deal reports.  There were no objections filed against
the motion, the report adds.

The Court is set to give a final decision on the matter on June
27, 2008, The Deal relates.

The Debtor, according to The Deal, was permitted by the Court to
access cash collateral on an emergency basis on June 5.

The Troubled Company Reporter said on June 3, 2008, that Dawahares
will close nine of its 31 retail outlets after commencing a
reorganization proceedings under chapter 11.  The company will
also scrap seven positions at its headquarters.  About 100 jobs
will be affected by the store closings.  Dawahares will have about
400 employees after the closings.  The 101-year-old chain of
clothing stores blamed the national economic downturn and
competition from other retailers for its woes.

According to The Deal, the sale of the Debtor's assets will be
held through Aug. 31, 2008.

                   About Dawahare's of Lexington

Lexington, Kentucky-based Dawahare's of Lexington LLC, dba
Dawahares and Catbird Seat, -- http://www.dawahares.com/-- sells  
family clothing in retail.  It filed its chapter 11 petition on
May 30, 2008 (Bankr. E.D. Ky. Case No. 08-51381).  Judge Joseph M.
Scott, Jr., presides over the case.  Thomas Bunch, II, Esq., and
W. Thomas Bunch, Sr., Esq., at Bunch & Brock represent the Debtor
in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $10,023,124 and total debts
of $9,280,821.


DENNY'S CORPORATION: Discloses New Organizational Structure
-----------------------------------------------------------
Denny's Corporation redesigned its organizational structure to
support its ongoing transition to a franchise-focused business
model.

The company has completed an extensive review of its
organizational structure in comparison with many prominent
franchise systems.  In April, the company realigned its senior
leadership with three executive officers reporting to the Chief
Executive Officer.  The company has restructured the organization
under this leadership to effectively execute its new strategic
direction with primary emphasis on sales, brand and franchise.

Additionally, the company has created four Regional Vice
Presidents of Operations positions that will have accountability
for the performance of both company and franchise restaurants
within a geographic region.  The RVP's and their support teams
will manage an integrated effort to drive guest counts, sales and
profitability while ensuring operational excellence.  The company
is also strengthening its marketing focus with resources dedicated
to sales, consumer insights, innovation and an enhanced local
marketing effort through a strategic collaboration with Denny's
operational leadership.

"Through the success of Denny's Franchise Growth Initiative, the
mix of franchised restaurants in the Denny's system is now up to
76%," Nelson Marchioli, President and Chief Executive Officer,
stated.  "In our quest to become a franchisor-of-choice in the
restaurant industry, we must continue to evolve our corporate
structure and mission to focus on driving sales, expanding the
brand and providing valuable support to our franchisees.  We have
determined that to be competitive in today's challenging operating
environment it is necessary to reallocate resources and streamline
our structure.  We see many opportunities ahead for the Denny's
brand and look forward to working with our franchisees to
capitalize on our growth prospects."

The new organizational structure increases brand and franchisee
support, but also allows for consolidation of certain departments
and job functions resulting in the near-term elimination of
approximately 50 positions.  As a result of these staff
reductions, the company expects to incur a restructuring charge
attributable to severance and other expense of approximately
$5 million in the second quarter of 2008, which will be paid out
over the next 12 months.  Additionally, the company expects to
realize annualized savings of approximately $6 to $8 million in
core general and administrative expense (which excludes share-
based compensation and annual incentive compensation).  This
expense reduction will phase in during the second half of 2008.

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a    
full-service family restaurant chain, consisting of 373 company-
owned units and 1,177 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.  

At March 26, 2008, the company's consolidated balance sheet showed
$384.8 million in total assets and $557.0 million in total
liabilities, resulting in a $172.2 total stockholders' deficit.


DESIGN BUILDERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Design Builders, Inc.
        120 Creasy Court
        Lafayette, IN 47905

Bankruptcy Case No.: 08-40434

Type of Business: The Debtor is engaged in the construction
                  business.

Chapter 11 Petition Date: June 20, 2008

Court: Northern District of Indiana (Hammond Division at
       Lafayette)

Judge: Robert E. Grant

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  Email: ehopper@ebhopper-legal.com
                  202 Marott Center
                  342 Massachusetts Ave.
                  Indianapolis, IN 46204
                  Tel: (317) 822-9085
                  Fax: (317) 822-9086

Total Assets:  $534,142

Total Debts: $1,659,991

A copy of Design Builders, Inc.'s list of 20 largest unsecured
creditors is available for free at:

      http://bankrupt.com/misc/innb08-40434.pdf


DLJ COMMERCIAL: Moody's Affirms Ba2, Ca, & C Ratings on 3 Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed 10 classes of DLJ Commercial Mortgage Corp., Commercial
Mortgage Pass-Through Certificates, Series 1999-CG3:

  -- Class A-1B, $483,321,987, affirmed at Aaa

  -- Class S, Notional, affirmed at Aaa

  -- Class A-1C, $17,716,000, affirmed at Aaa

  -- Class A-2, $25,000,000, affirmed at Aaa

  -- Class A-3, $49,461,000, affirmed at Aaa

  -- Class A-4, $13,489,000, affirmed at Aaa

  -- Class A-5, $15,738,000, affirmed at Aaa

  -- Class B-1, $17,986,000, upgraded to Aaa from Aa1

  -- Class B-2, $15,737,000, upgraded to Aa3 from A3

  -- Class B-4, $13,489,000, affirmed at Ba2

  -- Class B-7, $8,993,000, affirmed at Ca

  -- Class B-8, $2,009,839, affirmed at C

Moody's upgraded Classes B-1 and B-2 due to increased defeasance
and credit support and overall improved pool performance.

As of the June 10, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
21.0% to $710.2 million from $899.3 million at securitization.  
The Certificates are collateralized by 138 mortgage loans ranging
in size from less than 1.0% to 6.3% of the pool with the 10
largest loans representing 41.1% of the pool.

The pool contains one loan with an investment grade underlying
rating that represents 5.5% of the outstanding balance.  Forty-
seven loans, representing 53.7% of the pool, have defeased and are
collateralized with U.S. Government securities.

Thirteen loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $23.0 million.  One loan,
representing less than 1.0% of the pool, is currently in special
servicing.  Moody's has estimated a $1.0 million loss for this
loan.  Thirty-three loans, representing 12.7% of the pool, are on
the master servicer's watchlist.

The watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association monthly reporting package.  As part of the
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.  Not all loans on the watchlist are delinquent or
have significant issues.

Moody's was provided with full and partial year 2007 operating
results for 56.8% and 26.1% of the pool, respectively.  Moody's
loan to value ratio for the conduit component is 86.1% compared to
89.3% at Moody's last full review in January 2007 and 87.7% at
securitization.

The loan with an underlying rating is the LaSalle Hotel Portfolio
Loan ($39.1 million - 5.5%), which consists of two cross
collateralized loans secured by two hotel properties.  The largest
property is the Sheraton Bloomington Hotel, a 565-room convention
hotel located in Bloomington, Minnesota.  The second property is
the Westin City Center Hotel, a 407-room full service hotel
located in Dallas, Texas.

The performance of both hotels has improved since last review,
especially the Westin City Center.  The portfolio's overall RevPAR
for 2007 was $85.18 compared to $74.68 at last review.  The loans
also benefit from a 25-year amortization schedule and have
amortized by approximately 15.8% since securitization.  Moody's
current underlying rating is A3 compared to Baa3 at last review.

The top three non-defeased conduit loans represent 5.8% of the
pool.  The largest conduit loan is the West End Court Loan
($14.0 million -- 2.0%), which is secured by a 101,000 square foot
Class B office building located in Washington, D.C.

Major tenants include The Congressional Quarterly (60.0% NRA;
lease expiration December 2012), U.S. Department of Agriculture
(23.7%; lease expiration March 2011) and Combined Properties, Inc.
(16.0%; lease expiration February 2009).  The property is
100.0% occupied, the same as at last review.  Moody's LTV is
70.0% compared to 70.9% at last review.

The second largest conduit loan is the Ameriserve Loan
($13.9 million -- 2.0%), which is secured by two food distribution
facilities totaling 362,000 square feet.  The properties are
100.0% leased to The Retail Distribution Group and are located in
New Jersey (lease expiration September 2009) and Michigan (lease
expiration November 2015).  Moody's LTV is 74.8% compared to 76.5%
at last review.

The third largest conduit loan is the Rancho Verde Mobile Home
Park Loan ($13.4 million -- 1.9%), which is secured by a 302-unit
mobile home park located approximately 40 miles north of San
Francisco in Rohnert Park, California.  The property was 99.0%
leased as of December 2007.  Moody's LTV is 75.6% compared to
76.7% at last review.


DOWNEY SAVINGS: Moody's Cuts Ratings of 45 Tranches; 14 on Review
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 45 tranches
from 12 Option ARM transactions backed by Downey Savings and Loan
Association originated loans.  Twelve tranches remain on review
for possible further downgrade.  Additionally, 14 tranches were
placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: DSLA Mortgage Loan Trust 2004-AR1

  -- Cl. B-2, Downgraded to A3 from A2

  -- Cl. B-3, Downgraded to Ba1 from Baa2

  -- Cl. B-4, Downgraded to B3 from Ba2

Issuer: DSLA Mortgage Loan Trust 2004-AR2

  -- Cl. B-1, Downgraded to A1 from Aa2

  -- Cl. B-2, Downgraded to Baa3 from A2

  -- Cl. B-3, Downgraded to B3 from Baa2

  -- Cl. B-4, Downgraded to Ca from Ba2

Issuer: DSLA Mortgage Loan Trust 2004-AR4

  -- Cl. B-1, Downgraded to A3 from Aa2

  -- Cl. B-2, Downgraded to Ba2 from A2

  -- Cl. B-3, Downgraded to Caa1 from Baa2

  -- Cl. B-4, Downgraded to Ca from Ba2

Issuer: DSLA Mortgage Loan Trust 2005-AR1

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to A2 from Aa2

  -- Cl. B-2, Downgraded to Ba1 from A2

  -- Cl. B-3, Downgraded to B3 from Baa2

Issuer: DSLA Mortgage Loan Trust 2005-AR2

  -- Cl. 2 A1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa1 from Aa2

  -- Cl. B-2, Downgraded to B1 from A2

  -- Cl. B-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: DSLA Mortgage Loan Trust 2005-AR3

  -- Cl. PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1C, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: DSLA Mortgage Loan Trust 2005-AR5

  -- Cl. PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa2 from Aa2

  -- Cl. B-2, Downgraded to B3 from A2

  -- Cl. B-3, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: DSLA Mortgage Loan Trust 2005-AR6

  -- Cl. M-1, Downgraded to Baa1 from Aa2

  -- Cl. M-2, Downgraded to B3 from A2

  -- Cl. M-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from Ba2

Issuer: DSLA Mortgage Loan Trust 2006-AR1

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B3 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: DSLA Mortgage Loan Trust 2006-AR2

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Baa3 from A1

  -- Cl. M-5, Downgraded to Ba3 from A3

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: DSLA Mortgage Loan Trust 2007-AR1

  -- Cl. M-7, Downgraded to Baa1 from A2

  -- Cl. M-8, Downgraded to Ba1 from A3

  -- Cl. M-9, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade


DRIFTWOOD MOTEL: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Driftwood Motel, Inc.
        P.O. Box 2102
        Newport, OR 97365

Bankruptcy Case No.: 08-62159

Type of Business: The Debtor owns and operates Driftwood Village   
                  Motel.  See
                  http://www.driftwoodvillagemotel.com/

Chapter 11 Petition Date: June 20, 2008

Court: District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: John Putman Pries, Esq.
                  Email: pries_law@qwest.net
                  860 Olive St.
                  Eugene, OR 97401
                  Tel: (541) 343-0684

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

A copy of Driftwood Motel, Inc.'s petition is available for free
at:

      http://bankrupt.com/misc/orb08-62159.pdf


DRIGGS FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Driggs Farms of Indiana, Inc.
        P.O. Box 820
        Decatur, IN 46733

Bankruptcy Case No.: 08-11955

Chapter 11 Petition Date: June 20, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Email: djs@sak-law.com
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison St.
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  http://www.sak-law.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
All American Foods             materials-trade       $1,196,200
P.O. Box 8242
Mankato, MN 56002-8242

ConAgra Food Ingredients, Inc. materials-trade       $1,583,167
P.O. Box 93462
Chicaao IL 60673

Berkshire Dairy                materials-trade       $916,803
1258 Penn Ave.
Wyomissing, PA 19610-2130

T.C. Jacoby & Co., Inc.        materials-trade       $907,019
1716 Hidden Creek Ct.
Saint Louis MO 63131

Denali Ingredients (Value      materials-trade       $643,844
America)
Dept. 4004
Lansing, MI 48909

Sweetener Supply Corp.         materials-trade       $638,251
P.O. Box 848
Aurora IL 60507-0848

Berry Plastics Technical       packaging-trade       $621,731
Services
1371 S. Chillicothe Rd.
Aurora OH 44202

Pullman Sugars, LLC            materials-trade       $454,409
700 E. 107th St.
ChicaQo IL 60628

Norse Dairy Systems            materials-trade       $433,322
P.O. Box 1869
Columbus OH 43216

Malnove Inc. of Nebraska       packaging-trade       $303,668
13434 F. St.
Omaha NE 68137

PS International, Ltd.         materials-trade       $237,391

Zimmer Custom-Made             packaging-trade       $204,943

Huhtamaki Packaging, Inc.      packaging-trade       $191,337

Weyerhaeuser Co.               packaging-trade       $178,114

Green Bay Packaging            packaging-trade       $172,336

Reindel Transport, Inc.        freight-trade         $164,463

Burd & Fletcher                packaging-trade       $148,480

Schaefer Trucking              freight-trade         $129,031

Continental Express, Inc.      freight-trade         $126,798

South West Nut Co.             materials-trade       $126,725


DUKE FUNDING: Moody's Junks Ratings of 6 Classes of Notes
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
classes of notes issued by Duke Funding XIII, Ltd., and left on
review for possible further downgrade the rating of one of these
classes of notes.  The notes affected by today's rating action
are:

Class Description: $50,400,000 Class X Senior Secured Fixed Rate
Notes due 2015

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

Class Description: Up to $944,000,000 Class A1SVF Senior Secured
Floating Rate Notes Due 2047

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

Class Description: $321,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $185,000,000 Class A2S Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $55,000,000 Class A2J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $125,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Class Description: $50,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $55,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

The transaction experienced, as reported by the Trustee on May 5,
2008, an event of default caused by a failure of the Senior Credit
Test to be satisfied, as described in Section 5.1(h) of the
Indenture dated June 27, 2007.  This event of default is still
continuing.

Duke Funding XIII, Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities and synthetic
securities in the form of credit default swaps.  Reference
obligations for the credit default swaps are RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

In this regard the Trustee reports that a majority of the
Controlling Class directed the Trustee to declare the outstanding
Class A1SVF Funded Amount and also the principal of all of the
Secured Notes to be immediately due and payable.

Furthermore, according to the Trustee, a majority of the Class
A1SFV Notes and the Credit Default Swap Counterparty have directed
the Trustee to proceed with the disposition of the Collateral in
accordance with relevant provisions of the transaction documents.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of loss
experienced by certain tranches may be different depending on the
timing and outcome of the liquidation of the collateral.  Because
of this uncertainty, the rating assigned by Moody's to the Class X
Notes remains on review for possible further rating action.


EMPIRE REFRIGERATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Empire Refrigeration, Inc.
        1130 Center Street
        Pahrump, Nevada 89048

Bankruptcy Case No.: 08-16531

Type of Business: The Debtor repairs refrigerators and air-
                  conditioning units.

Chapter 11 Petition Date: June 19, 2008

Court: District of Nevada (Las Vegas)

Debtors' Counsel: Charles T. Wright, Esq.
                   (ctw@ctwlegal.com)
                  509 S. 7th Street
                  Las Vegas, Nevada 89101
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/nevb08-16531.pdf


EQUIPOINT FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: EquiPoint Financial Network, Inc.
        fdba Mortgage Solutions Network
        fdba Sunny Valley Mortgage
        fdba EquiPoint Financial Network
        fdba RTK Financial
        fdba Harborside Financial Network, Inc.
        fdba Citadel Financial
        fdba Greater Valley Mortgage, Inc.
        fdba Sacramento Valley Mortgage, Inc.
        fdba ATech Mortgage
        fdba Taylor Mortgage Group
        fdba Foundation Mortgage Grp
        fdba Organic Mortgage
        fdba On Realty Financial
        334 Via Vera Cruz, Ste. 251
        San Marcos, CA 92078

Bankruptcy Case No.: 08-05555

Type of Business: The Debtor is a mortgage banker.

Chapter 11 Petition Date: June 20, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: John L. Smaha, Esq.
                  Email: jsmaha@smaha.com
                  Smaha Law Group, APC
                  7860 Mission Center Ct., Ste. 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  http://www.smaha.com/

Total Assets:  $479,316

Total Debts: $4,678,344

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

      http://bankrupt.com/misc/casb08-05555.pdf


EQUIVEST ST. THOMAS: Court Confirms Chapter 11 Reorganization Plan
------------------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
Virgin Islands confirmed Equivest St. Thomas Inc.'s chapter 11
plan of reorganization Wednesday, June 18, 2008, Jamie Mason of
The Deal reports, citing Debtor's counsel Daniel Eliades, Esq., at
Forman Holt Eliades & Ravin LLC.

There were no objections to the plan, The Deal relates.

Wyndham Vacation Ownership Inc. offered to extend a $5 million
exit financing to the Debtor, The Deal says.  That exit financing
matures a year following the plan's effectivity date and has an
interest rate of prime rate, plus 100 basis points, that increases
to 300 basis points upon default, The Deal notes.  Wyndham's
$13.5 million claim will be satisfied in full and in cash, The
Deal quotes court filings as stating.

The plan, The Deal reports, contemplates on paying in cash and in
full the secured claims of the U.S. and Virgin Islands
governments, as well as other creditors, within 30 days of the
effectivity date.

According to the report, the Debtor owns 4,800 timeshare units in
Bluebeard's Castle, Bluebeard's Beach Club & Villas and the
Elysian Beach Club and Resort.  Bluebeard's Castle Association
claims were resolved on Feb. 14, 2008, through a settlement
agreement under which 20% of the Debtor's equity stake will be
given to Bluebeard's, The Deal notes.  Bluebeard's will also be
paid $17.5 million to fund for hotel renovation and professional
fees, the report continues.  Under the plan, the Debtor intends to
liquidate 80% of its 29% equity stake in Bluebeard's Beach Club &
Villas, based on the report.  The plan, The Deal says, also
contemplates on transferring all common areas to Bluebeard's Beach
Club & Villas, which won't receive any cash payment.

The Elysian Association claims will be paid with 80% of the
Debtor's timeshare units in Elysian Beach Club and Resort, The
Deal says.  The Debtor, according to the report, plans to keep the
remaining  timeshares in Elysian resort, but will transfer common
areas like pools and tennis courts to the Association.  The Debtor
owns 51% of Elysian resort' timeshares, The Deal notes court
filings as stating.

Unsecured creditors, under the plan, will be paid in cash within
30 days to 180 days after the effectivity date, The Deal reports.

Equivest Finance Inc. will keep its equity stake in the Debtor,
under the plan, The Deal relates.

                     About Equivest St. Thomas

Equivest St. Thomas Inc. is headquartered in Orlando, Florida.  
The Debtor operates, rents and leases resorts namely Bluebeard's
Castle, Bluebeard's Beach Club Resort and Elysian Beach Resort,
each located in St. Thomas, Virgin Islands.

The Debtor filed for Chapter 11 bankruptcy protection on July 2,
2007 (Bankr. D. Virgin Islands Case No. 07-30011).  Daniel M.
Eliades, Esq. at Forman Holt Eliades & Ravin LLC and Gregory H.
Hodges, Esq. at Dudley, Topper & Feuerzeig LLP represent the
Debtor in its restructuring efforts.  The Debtor's amended
schedule disclosed $12,702,117 in assets and $13,808,691 in
liabilities.


ETERNAL ENERGY: Posts $358,712 Net Loss in 2008 First Quarter
-------------------------------------------------------------
Eternal Energy Corp. reported a net loss of $358,712 on total
revenue of $330,257 for the first quarter ended March 31, 2008,
compared with a net loss of $148,234 on zero revenue for the same
period last year.

In June 2007, the company sold its interest in Pebble Petroleum
Inc.  The company received $877,353 for its interest in this
prospect, which it had acquired earlier in 2007 at a cost of
$259,482.  In addition to the initial payment, the company will
receive $250,000 for each of the first eight wells drilled on the
property.  Drilling of the first five wells commenced during the
year ended Dec. 31, 2007.  Drilling on one additional well
commenced in January 2008.

Revenue for the first quarter of 2008 consisted of spud fee
revenue of $250,000, and oil and gas sales of $80,257 from the
West Ranch property located in Texas.  The company had no revenue
in the corresponding period in 2007.  Spud fee revenue is recorded
when drilling commences.

                          Balance Sheet

At March 31, 2008, the company's balance sheet showed $7,008,630
in total assets, $835,425 in total liabilities, and $6,173,205 in
total stockholders' equity.

The company's balance sheet at March 31, 2008, also showed
strained liquidity with $312,180 in total current assets available
to pay $585,425 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?2e71

                       Going Concern Doubt

Kelly & Company, in Costa Mesa, California, expressed substantial
doubt about Eternal Energy Corp.'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 reported that the company has incurred net
losses exclusive of the net effect of the change in accounting
principal and gain on warrant derivatives for the years ended
Dec. 31, 2007, and 2006 of $819,897 and $877,005, respectively and
must rely on the sale of its common stock and borrowing until it
is able to successfully implement its business plan and generate
sufficient revenues in the future to sustain its ongoing
operations.

Net cash used in operating activities was $391,853 for the three-
month period ended March 31, 2008.  The company has minimum
drilling costs associated with its oil and gas exploration
participations of $2 million, and it expects to spend $2,850,000
in improvement costs in its West Ranch property.  The company said
that while it has been able to obtain additional operating capital
through private equity funding sources since inception, as of
March 31, 2008, the company did not have the financial resources
to meet these obligations.

                       About Eternal Energy

Based in Littleton, Colo., Eternal Energy Copr. (OTC BB: EERG)
-- http://www.eternalenergy.com/-- was incorporated in the state  
of Nevada in March 2003.  The company engages in the acquisition,
exploration, development and producing of oil and gas properties.
At March 31, 2008, the company has entered into participation
agreements related to oil and gas exploration projects in the Big
Sand Spring Valley Prospect and the Cherry Creek Project, both
located in Nye County, Nevada.  The company has also acquired a
75% working interest in West Ranch Field in Jackson County, Texas.


FIRST FINANCIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: First Financial, LLC
        6038 Tampa Ave., Ste. 411
        Tarzana, CA 91356

Bankruptcy Case No.: 08-14153

Chapter 11 Petition Date: June 19, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Moises S. Bardavid, Esq.
                  Email: mbardavid@hotmail.com
                  16133 Ventura Blvd. 7th Fl.
                  Encino, CA 91436
                  Tel: (213) 252-0630
                  Fax: (213) 252-0631

Total Assets: $2,500,000

Total Debts:  $3,027,760

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


FORD MOTOR: Vehicle Demand Fall Cues Moody's Negative Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and Probability of Default Rating of Ford Motor Company, but
changed the rating outlook to negative from stable.  The company's
Speculative Grade Liquidity rating remains SGL-1.  The rating
outlook for Ford Credit has also been changed to negative from
stable, reflecting parent level concerns and deteriorating asset
quality.

The negative outlook for Ford reflects the increasingly
challenging environment faced by its and the other domestic auto
manufacturers as the outlook for US vehicle demand falls, and as
high fuel costs drive US consumers away from light trucks and SUVs
and toward more fuel efficient vehicles.

As a result of these eroding market fundamentals Ford announced
that: 1) its automotive performance for 2008 will be worse than
that of 2007 in which it had a pre-tax loss of $1.8 billion
excluding Jaguar and Land Rover, and special items; 2) Ford Credit
will incur a pre-tax operating loss for 2008; 3) the company is
unlikely to achieve break even performance during 2009; and 4) the
two-year pace of automotive operating cash burn for 2008 and 2009
will exceed the previously estimated level of $12 to $14 billion.

The negative outlook for Ford Credit reflects the business and
ownership connections with Ford and the impact of declining used
vehicle values on the firm's asset quality.  These declining used
vehicle values are expected to result in higher credit costs and
additional depreciation expense at Ford Credit, pressuring
operating results.

Ford Credit expects to report a pre-tax loss in 2008, excluding
any potential payment related to Ford's profit maintenance
agreement.  Ford Credit is the beneficiary of a profit support
agreement from Ford, who has indicated that it will take no
distributions from Ford Credit during 2008, in contrast to
previous expectations.

This, in combination with Ford Credit's committed borrowing
facilities, cash flow from short-duration assets, cash balances,
and access to the secured debt markets, should provide the firm
adequate resources to meet short-term demands on cash.

Ford's operational response to the US shift in consumer demand
includes: reducing production of trucks and SUVs while increasing
the production of cars and crossover vehicles; extending further
buyout offers to hourly workers in order to reduce manned
capacity; delaying the launch of the F-150 truck; and, introducing
many of its successful European small cars and crossovers to the
US market.

Despite the prudence of these initiatives, the massive shift in
the production and product profile being contemplated by Ford is a
complex, long-term undertaking.  Consequently, the future pace and
degree of success of these initiatives remain highly uncertain.  

An additional area of uncertainty is the company's ability to
build a reasonable level of profitability for mid-size and small
cars in the US -- classes of vehicles that have historically
generated losses for Ford, and that have had to be priced at
significant discounts relative to comparably equipped vehicles
made by Japanese manufacturers.

"Maintaining adequate liquidity will be one of the most critical
challenges Ford faces as it attempts to reshape its US product
profile and manufacturing base during the next two years," Bruce
Clark, senior vice president, said with Moody's.

"Ford is going to burn a considerable amount of cash until it
adequately expands its fleet of fuel efficient cars and convinces
consumers that these vehicles offer competitive value relative to
Japanese product.  The pace of cash consumption will also remain
high until Ford begins to harvest the health care cost savings of
its new UAW contract in 2010," Mr. Clark noted.

At March 31, Ford had a sizable $40.6 billion liquidity position
that consisted of $28.7 billion in cash and $11.9 billion in
availability under committed credit facilities.  This liquidity
position was further enhanced by approximately $2.3 billion in
proceeds from the sale of Land Rover and Jaguar.

During 2008 and 2009, Ford's key liquidity requirements will
include the following: operating losses and restructuring
expenditures that could exceed $14 billion; ongoing minimum levels
of cash required to fund intra-month working capital requirements
that can approximate 5%-6% of revenues in the automotive OEM
sector; debt repayments of approximately $1.5 billion; UAW-related
VEBA contributions of $2.8 billion; pension contributions; over
$4 billion in payments to Ford Motor Credit Company that will
bring Ford's subvention payment terms with its finance operation
more in line with industry norms; and the possibility that the
pace of cash outflow could increase depending on delays in
implementing the company's repositioning efforts and further
erosion in the demand characteristics in the US market.

A key factor supporting Ford's B3 corporate family rating and SGL-
1 liquidity rating is the ample size of the company's liquidity
position relative to the cash requirements it will likely face
during the coming twelve months.  However, Ford will continue to
face a sizable cash burn through 2009.

Consequently the current liquidity cushion will continue to
narrow, and the SGL-1 is unlikely to be sustainable absent any
substantial source of new liquidity.  Over the coming quarters,
this narrowing of Ford's liquidity position will likely contribute
to reductions in the Speculative Grade Liquidity rating and may
also contribute to a review for possible downgrade of the B3 long-
term rating.

Moreover, any acceleration in the company's pace of cash
consumption would accelerate downward pressure on both the SGL and
long-term ratings.

Ford Motor Company, headquartered in Dearborn, Mich., is a leading
global automotive manufacturer.


FORD MOTOR: S&P Places Corporate Credit Rating Under Neg Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.
     
"We have renewed concerns about all three automakers' future cash
outflows in light of the prospects for U.S. sales for the rest of
2008 and into 2009," said Standard & Poor's credit analyst Robert
Schulz.  The erosion of demand for SUVs and pickups has been
particularly troubling.  Although these segments have been weak
for some time, the exodus of demand that began in April, caused by
escalating gas prices and consumer preferences for smaller
vehicles, is gathering speed.  Despite concerted, and in some
cases successful, efforts to bolster their line-ups of smaller
vehicles and reduce costs, all three Michigan-based automakers
still rely on light trucks for a disproportionate share of
profitability and cash flow.
     
The companies' difficulty in anticipating the pace of market
deterioration was reflected in Ford's announcement that it expects
to use an even larger amount of cash this year and next than it
announced previously, its second negative guidance revision in a
month.  Ford plans to use more than $16 billion of cash between
2007 and 2009 in its automotive operations, including the cost of
employee separation programs, unless the economy rebounds next
year.  The company also said this year's pretax results will be
worse than last year's, announced further light-truck production
cuts and shift reductions, and delayed this fall's launch of the
F-150 pickup by two months to clear existing inventory.  Also
worrisome is the dire state of the vehicle finance market.  Ford
said it expects Ford Motor Credit to report a pretax loss for the
year (before any infusion from Ford) caused by weak used
(residual) values, primarily for light trucks.
     
Although GM and Chrysler have not publicly detailed their
expectations for cash use, all of the factors behind Ford's weaker
guidance also apply to the other U.S.-based automakers.  In
addition to weak sales and adverse product mix shifts, the list of
challenges also includes less receptive capital markets, higher
costs for steel and other raw materials, lower residual values
that hurt profitability at the finance units and reduce consumers'
trade-in power, and increasing cash needs for restructuring
efforts.
     
S&P believe all three companies currently have ample liquidity for
at least the rest of 2008 as measured by cash balances, available
bank facilities, and in some cases unencumbered assets.  But S&P
now also believe deteriorating industry fundamentals could reduce
liquidity to undesirable levels by the second half of 2009.
     
As part of its reviews, S&P will assess all three companies'
strategies for addressing the weak sales and shifts in demand away
from light trucks and maintaining liquidity at satisfactory levels
through 2009.


FORD MOTOR: DBRS Reviews Ratings on Decline of Operations
---------------------------------------------------------
DBRS has placed the ratings of Ford Motor Company, Ford Motor
Credit Company LLC and Ford Credit Canada Limited Under Review
with Negative Implications.  The rating action reflects the
structural deterioration of the company's operations in North
America brought on by high oil prices and a slowing U.S. economy.  
Negative developments include these:

(1) A slowing U.S. economy precipitated by the collapse in the
housing market has contributed to a sharp decline in the demand
for automobiles.

(2) Persistent high oil prices have accelerated the change in
consumer preference to more fuel-efficient vehicles, which is the
strength of the Asian manufacturers.  This has added to the
Company's challenge to stabilize its market share.

(3) The sharp deterioration in residential construction has
further dampened the demand for pickup trucks, one of the
Company's more profitable products.  Worsening market conditions
in North America, especially for large sports utility vehicles and
pickup trucks, has added headwinds to Ford's turnaround efforts.

Ford Motor Company

Issuer Rating Under Review - Negative B(low)
Long-Term Debt Under Review - Negative CCC(high)
Senior Secured Credit Facilities Under Review - Negative B(high)

Ford Motor Credit Company LLC
Issuer & Long-Term Debt Under Review - Negative B
Short-Term Debt Under Review - Negative R-4

Ford Credit Canada Limited
Long-Term Debt Under Review - Negative B

Ford Credit Canada Limited Commercial Paper Under Review -
Negative R-4


FREMONT GENERAL: Court Sets Trading Limitations to Equityholders
----------------------------------------------------------------
Fremont General Corporation disclosed that the U.S. Bankruptcy   
Court for the Central District of California, Santa Ana Division
entered a court order that imposes substantial restrictions on the
trading of the company's common stock, par value $0.01 per share,
for those holders who are substantial equityholders, effective as
of June 18, 2008.

A "substantial equityholder" is a person or entity that
beneficially owns at least 3,904,160 shares of common stock, or 5%
or more of the outstanding shares of common stock or who at
anytime was a 5% shareholder of the company within the meaning of
the Treasury Regulations section 1.382-2T.

The Order was sought by the company in an effort to preserve its
consolidated net operating loss carryovers or NOLs, which are
available to offset the company's future taxable income, if any,
and reduce the company's federal income tax liability.  The
benefit of the NOLs may be substantially reduced if the company
undergoes an ownership change within the meaning of the Internal
Revenue Code of 1986, as amended.

Generally, there is an ownership change if, at any time, one or
more 5% shareholders or persons or entities holding less than 5%
but who are deemed under treasury regulations to be 5%
shareholders have aggregate increases in their ownership in a
corporation of more than 50 percentage points when considered over
the prior three year period.  Once all or part of a NOL is
disallowed under the Code on account of an ownership change, that
NOL's use is permanently limited.

The Order provides the company with a mechanism to monitor the
transfers of common stock and the ability to obtain substantive
relief from the Bankruptcy Court to protect the NOLs from the
possible loss due to an ownership change.  The company's NOLs, as
reported on its 2007 consolidated tax return, were approximately
$695 million and potentially may provide a tax benefit in excess
of $200 million, if preserved.

The trading restrictions established by this Order apply to
substantial equityholders who purchase or dispose of common stock.

Pursuant to this Order, each existing substantial equityholder
must serve on the company and its counsel within thirty 30 days of
June 18, 2008, a written notice in the form set forth in the
Order, which sets forth the amount of common stock it beneficially
owns.

After June 18, 2008, any person or entity that:

   (i) is not a substantial equityholder and wishes to purchase or
       otherwise acquire ownership of an amount of common stock
       that would cause such person or entity to become a
       substantial equityholder; or

  (ii) is a substantial equityholder and wishes to purchase or
       otherwise acquire ownership of any additional common stock;
       or

(iii) is a substantial equityholder and wishes to sell or
       otherwise dispose of common stock, must, prior to the
       consummation of any such transaction, serve on the company
       and its counsel a written notice in the form set forth in
       the Order.

If no written objection to a proposed transaction by a substantial
equityholder, to which proper notice is received, is filed with
the Bankruptcy Court by the company within twenty 20 calendar days
after the receipt of such notice, then the transaction may
proceed.

If a written objection to the proposed transaction is filed by the
company with the Court within such period, then the transaction
may not be consummated unless and until it is approved by a final
and nonappealable order of the Bankruptcy Court.  Any subsequent
transactions within the scope of this Order must be the subject of
separate notices and with additional waiting periods.

Any acquisition or disposition of common stock made in violation
of the Order will be void and the Bankruptcy Court may consider
sanctions or other measures as the Bankruptcy Court considers
appropriate.

                       About Fremont General

Headquartered in Brea, California, Fremont General (OTC: FMNT) --
http://www.fremontgeneral.com/-- is a financial services holding  
company.  The company is engaged in deposit gathering through a
retail branch network located in the coastal and Central Valley
regions of Southern California through Fremont Investment & Loan.  
Fremont Investment & Loan funds its operations through deposit
accounts sourced through its 22 retail banking branches which are
insured up to the maximum legal limit by the FDIC.

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

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No.: 08-13421) Scott H. Yun, Esq.
and Whitman L. Holt, Esq. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its listed total assets of $643,197,000 and total
debts of $320,630,000.


FTD INC: Moody's to Raise B1 CFR Upon United Online's Acquisition
-----------------------------------------------------------------
Moody's Investors Service stated that the B1 corporate family
rating of FTD, Inc., which is presently under review for possible
upgrade as a result of the company's acquisition by United Online,
Inc., will likely be increased one notch to Ba3 upon closing of
the transaction.

The current B3 rating on the subordinated debt, if any remains
following the close, would likely be upgraded to B2.  Ratings on
any debt repaid as part of the transactions will be withdrawn upon
closing.

The likely upgrades would be the result of continued improvements
in FTD's fundamental operating performance, as well as the
potential for increased revenues as FTD begins to benefit from its
relationship with United Online and its informational resources.  
The likely upgrade also assumes that the post acquisition capital
structure and financial policy would be consistent with a higher
rating.

FTD, Inc., headquartered in Downers Grove, Illinois, is a provider
of floral and specialty gift products primarily in the U.S.,
Canada, the U.K. and the Republic of Ireland, with revenues of
$613 million for the fiscal year ended June 30, 2007.  It has
agreed to be acquired by United Online, Inc. in a transaction
valued at approximately $800 million.


GENERAL MOTORS: S&P Places Corporate Credit Rating Under Neg Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.
     
"We have renewed concerns about all three automakers' future cash
outflows in light of the prospects for U.S. sales for the rest of
2008 and into 2009," said Standard & Poor's credit analyst Robert
Schulz.  The erosion of demand for SUVs and pickups has been
particularly troubling.  Although these segments have been weak
for some time, the exodus of demand that began in April, caused by
escalating gas prices and consumer preferences for smaller
vehicles, is gathering speed.  Despite concerted, and in some
cases successful, efforts to bolster their line-ups of smaller
vehicles and reduce costs, all three Michigan-based automakers
still rely on light trucks for a disproportionate share of
profitability and cash flow.
     
The companies' difficulty in anticipating the pace of market
deterioration was reflected in Ford's announcement that it expects
to use an even larger amount of cash this year and next than it
announced previously, its second negative guidance revision in a
month.  Ford plans to use more than $16 billion of cash between
2007 and 2009 in its automotive operations, including the cost of
employee separation programs, unless the economy rebounds next
year.  The company also said this year's pretax results will be
worse than last year's, announced further light-truck production
cuts and shift reductions, and delayed this fall's launch of the
F-150 pickup by two months to clear existing inventory.  Also
worrisome is the dire state of the vehicle finance market.  Ford
said it expects Ford Motor Credit to report a pretax loss for the
year (before any infusion from Ford) caused by weak used
(residual) values, primarily for light trucks.
     
Although GM and Chrysler have not publicly detailed their
expectations for cash use, all of the factors behind Ford's weaker
guidance also apply to the other U.S.-based automakers.  In
addition to weak sales and adverse product mix shifts, the list of
challenges also includes less receptive capital markets, higher
costs for steel and other raw materials, lower residual values
that hurt profitability at the finance units and reduce consumers'
trade-in power, and increasing cash needs for restructuring
efforts.
     
S&P believe all three companies currently have ample liquidity for
at least the rest of 2008 as measured by cash balances, available
bank facilities, and in some cases unencumbered assets.  But S&P
now also believe deteriorating industry fundamentals could reduce
liquidity to undesirable levels by the second half of 2009.
     
As part of its reviews, S&P will assess all three companies'
strategies for addressing the weak sales and shifts in demand away
from light trucks and maintaining liquidity at satisfactory levels
through 2009.


GENERAL MOTORS: DBRS Places Ratings Under Negative Review  
---------------------------------------------------------
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America brought
on by high oil prices and a slowing U.S. economy.  Negative
developments include these:

(1) A slowing U.S. economy precipitated by the collapse in the
housing market has contributed to a sharp decline in the demand
for automobiles.

(2) Persistent high oil prices have accelerated the change in
consumer preference to more fuel-efficient vehicles, which are the
strength of the Asian manufacturers.  This has added to the
Company's challenge of stabilizing its market share.

(3) The sharp deterioration in residential construction has
further dampened the demand for pickup trucks, one of the
Company's more profitable products.  Worsening market conditions
in North America, especially for large sports utility vehicles and
pickup trucks, has added headwinds to GM's turnaround efforts.

General Motors Corporation
Issuer Rating Under Review - Negative B (high)

General Motors Corporation
Commercial Paper Under Review - Negative R-5

General Motors Corporation
Long-Term Debt Under Review - Negative B

General Motors Corporation Ind. Dev.
Empower. Zone Rev. Bds., S2004 Under Review - Negative B

General Motors Corporation
Convertible Debentures Under Review - Negative B --

General Motors of Canada Limited
Commercial Paper Under Review - Negative R-5

General Motors of Canada Limited
Long-Term Debt Under Review - Negative


GENERAL MOTORS: Details Plant Production Schedule Adjustments
-------------------------------------------------------------
General Motors Corp. released a statement regarding production
schedule adjustments.

With the continuing shift of consumer demand moving from trucks
and sport-utility vehicles to cars and crossovers, GM needs to
balance its production to meet the shift in demand.  Accordingly,
GM told employees at impacted plant facilities, as of June 23,
2008, that GM will experience down weeks and remove overtime at
several of its truck plants, and add overtime to its car plants.

Specifically, these car, crossover and van plants will add
Saturdays and overtime to their schedules:

     * Fairfax (Chevy Malibu and Saturn Aura)

     * Orion (Chevy Malibu and Pontiac G6)

     * Wentzville (Chevy Express and GMC Savanna)

     * Lansing Delta Township (Buick Enclave, GMC Acadia, Saturn
       Outlook)

Separately, Lordstown will increase their line-speed from three
shifts at 55 jobs-per-hour to three shifts at 62 jobs-per-hour.
(Chevy Cobalt, Pontiac G5)

These pick-up truck plants will take these scheduled down weeks:

     * Fort Wayne             July 7
     * Oshawa Truck           July 14
     * Silao                  July 14
     *·Shreveport             July 14

These sport utility vehicle plants will take these scheduled down
weeks:

     * Arlington              July 14 and July 21
     * Janesville             July 14 and July 21
     * Moraine                July 14 (one shift only)

Additionally, several pick-up and sport utility plants will
decrease their line-speed and remove scheduled overtime.

Finally, several pick-up truck and sport utility vehicle assembly
plants will experience additional down weeks that will be
scheduled between now and the end of 2008.

     * Fort Wayne             Down 2 additional weeks
     *·Oshawa Truck           Down 7 additional weeks
     *·Silao                  Down 2 additional weeks
     *·Arlington              Down 3 additional weeks
     *·Janesville             Down 10 additional weeks

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately affected
by the company's announcement that it will cease production at
four North American truck plants over the next two years.  These
closures are in response to the re-energized shift in consumer
demand away from light trucks.  GM previously said only one shift
was being eliminated at each of the four truck plants.  Production
is being increased at plants producing small and midsize cars, but
the cash contribution margin from these smaller vehicles is far
less than that of light trucks.


GLOBE RE: Moody's Gives Baa3, Ba2, and B2 Ratings to Securities
---------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debt securities of Globe Re Limited:

  -- Baa3 to the $21.5 million Tranche A Principal-at-Risk
     Variable Rate Notes due July 1, 2010

  -- Baa3 to the $23.5 million Tranche A Term Loans due July 1,
     2010

  -- Ba2 to the $18 million Tranche B Principal-at-Risk Variable
     Rate Notes due July 1, 2010

  -- Ba2 to the $22 million Tranche B Term Loans due July 1, 2010

  -- B2 to the $6.5 million Tranche C Principal-at-Risk Variable
     Rate Notes due July 1, 2010

  -- B2 to the $8.5 million Tranche C Term Loans due July 1, 2010

These ratings are consistent with the provisional ratings assigned
on May 29, 2008.  The rating rationale remains unchanged.

Globe Re is a limited-life reinsurance vehicle -- a 'sidecar' --
that covers a pre-defined portfolio of contracts.  Hannover
Ruckversicherung AG is the sponsor of the vehicle.

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

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

The ratings for the debt securities are supported by Moody's
probabilistic analysis to determine both the probability of
default and expected loss to debt holders, relative to promised
interest and principal.  The most important inputs into the
financial modeling exercise are the exceedance probability curves
of gross losses to Globe Re derived by Benfield Advisory.

Moody's loaded the Base Curves to reflect non-modeled elements as
well as Moody's judgment about the inherent uncertainty in peril
modeling.  The PDs and ELs from this exercise were then compared
to Moody's idealized default rates and expected loss rates over a
duration of 1 year.  The financial modeling also contemplated
uncertainty in loss estimates at the time of commutation and
counterparty risk to the asset swap provider.

Key rating factors include:

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

Moody's loaded the Base Curves to account for several items: 1)
non-modeled coverage elements such as loss adjustment expenses and
extra-contractual obligations; 2) missing property characteristics
in the exposure data particularly as it relates to year of
construction, number of stories, and square footage for certain
contracts; and 3) inherent uncertainty in modeling natural
catastrophes as evidenced by differences in model results produced
by RMS 7.0 models versus AIR 9.5 models for this transaction.

We view positively however that the majority of the risks are
residential exposures which tend to be more homogeneous than
commercial or industrial exposures with respect to property and
insurance coverage characteristics, making them more amenable to
modeling.  We also view positively that detailed level models were
used to model each contract with the exception of one large
contract where tractability dictated the use of aggregate level
models.

2) PORTFOLIO LARGELY KNOWN UPFRONT: Moody's views this as a
significant positive relative to many sidecars in that it will
cover a pre-defined group of contracts for only one year.  This
precludes the need to project future premiums and exposures beyond
these contracts which will incept in June 2008.

Furthermore, the underlying contracts have already been priced,
suggesting only modest uncertainty in actual versus projected
premiums.  Premium levels will have the greatest impact on equity
investors and the most junior debt holders, because these
investors rely more heavily on premiums as a claims-paying
cushion.

3) CONCENTRATION IN FLORIDA BUT CONTRACT ASSEMBLY MITIGATES
OVERLAP: More than three-quarters of total limits ceded to Globe
Re have some exposure to Florida hurricanes and about half of
total limits are specific to and only cover Florida.  Of those
Florida-specific limits, about half are exposed to losses from
first events and the balance is exposed to second events.

Those second event limits can only attach if a second Florida
hurricane event occurs during the risk period and the client's
coverage from the Florida Hurricane Catastrophe Fund has been
exhausted.  Further, the largest contract ceded to Globe Re
specifically excludes Florida.

The maximum limit of liability to Globe Re on any one contract is
limited to $60 million or less to mitigate lumpy exposures.  
Lastly, there is a fair amount of diversity with respect to the
modeled attachment probabilities for each underlying contract.

4) ORIGINATE-TO-DISTRIBUTE MODEL HIGHLIGHTS IMPORTANCE OF ADEQUATE
ALIGNMENT OF INTERESTS: The motivation for this transaction
differs from that of many sidecar transactions that Moody's has
rated in that the sponsor is originating certain reinsurance
contracts largely for the express purpose of passing those risks
onto the capital markets.

To demonstrate some 'skin in the game', Hannover Re is: (a) taking
a modest equity interest in Globe Re, (b) assuming the tail risk
should Globe Re exhaust its capital, and (c) Hannover Re and its
affiliates will retain a minimum amount (equal to 20% of the
aggregate limit of liability to Globe Re) on the underlying
contracts and/or the broader reinsurance programs that encompass
these underlying contracts.

Moody's could lower its ratings should the alignment of interests
fall materially short of what is currently contemplated (by way of
amendment for example).

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

6) RESTRICTIONS ON INVESTED ASSETS AND ASSET SWAP: Our expectation
is that investment allocation will favor highly-rated fixed
securities, given that capital preservation and liquidity are
critical to debt holders and because Globe Re may become liable
for substantial claim payments on short notice, as is typical of
the property catastrophe reinsurance business.

Investment guidelines preclude investments in structured finance
products, among other restrictions.  Further, Globe Re will enter
into an asset swap agreement with a highly rated swap counterparty
who will make quarterly payments to the collateral trust of LIBOR
minus a spread and deliver par against the sale of collateral
assets in exchange for receiving all investment income generated
from the collateral assets.

There will also be a monthly true-up of the asset portfolio such
that if the portfolio value falls below 95% of outstanding par,
the swap counterparty will collateralize the difference.  Asset
swaps are a common feature of catastrophe bonds but less common in
sidecar vehicles.

Hannover Reinsurance Company, based in Hannover, Germany, is among
the top 5 reinsurance providers worldwide in terms of premium
volume.

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


GMAC LLC: DBRS Cuts Rating to B on High Exposure to ResCap
----------------------------------------------------------
DBRS has downgraded the long-term ratings of GMAC, LLC  and its
related entities, including its Issuer and Long-Term Debt rating
to B from BB(low).  The trend on the ratings remains Negative.

This rating action considers GMAC's increased exposure to
Residential Capital LLC, its increasingly encumbered balance sheet
and the overall earnings pressures facing its core automotive
business.

Through a series of recent transactions which were designed to
address the short-term liquidity needs of ResCap, GMAC has
significantly increased its exposure to its weaker subsidiary,
ResCap. In addition to the $3.5 billion secured credit facility it
provided to ResCap, GMAC has increased the MSR facility that was
entered into during the first quarter of 2008 from $750 million to
$1.2 billion and significantly increased the advance rate from 50%
to 85%.  Additionally, GMAC Commercial Finance has agreed to
provide ResCap a receivables factoring facility which will
purchase from ResCap $600 million of servicing advances on a non-
recourse basis.  GMAC also contributed $250 million of ResCap debt
for preferred units of IB Finance Holdings, LLC, the owner of GMAC
Bank.

Furthermore GMAC has agreed to acquire 100% of ResCap's resort
finance business for an initial cash purchase price equal to 90%
of the net book value of the business.  In DBRS's opinion, these
transactions continue the trend of ResCap drawing capital from
GMAC at a time when GMAC's core automotive finance business is
being pressured.  Given the current level of exposure to ResCap,
DBRS has increased the rating linkage between the two companies.  
Further, DBRS would consider additional financial support of
ResCap, to the extent that it impairs GMAC's ability to support or
fund its core automotive financing segment, as a significant
negative rating factor.  DBRS has lowered ResCap's Issuer rating
to CCC.

DBRS acknowledges the significant debt refinancing GMAC has
recently achieved.  Notably, GMAC has obtained a new, globally
syndicated $11.4 billion senior secured revolving credit facility
with a three-year maturity (the size of the facility decreases to
$7.9 billion at the conclusion of the second year).  In DBRS'
opinion, this refinancing along with the renewal of the
$10 billion syndicated commercial paper back-up facility, New
Center Asset Trust, significantly improves GMAC's near-term
liquidity position.  However, a notable consequence of these
transactions is a more encumbered balance sheet, thereby reducing
future funding flexibility and decreasing the credit protection of
the unsecured creditor.

Further, this rating action reflects the escalating pressures to
GMAC's core automotive financing business.  Profitability measures
have been negatively impacted by increased credit costs, elevated
funding costs, the reduced industry wide liquidity and the overall
weakened economic environment.  Moreover, the declines in GM
automotive sales will likely lead to a reduction in new auto loan
originations volume and may also add stress to the wholesale
portfolio, both of which will likely reduce GMAC's core auto
business profitability.

The Negative trend reflects DBRS's expectations that, given the
aforementioned factors, including continued losses at ResCap,
GMAC' s earning and balance sheet will be under intensified
pressure in the near term.


GMAC LLC: S&P Puts 'B' Rating Under Negative Watch
--------------------------------------------------
Standard & Poor's Ratings Services is placing its 'B' long-term
counterparty credit rating on GMAC LLC on CreditWatch with
negative implications.  The CreditWatch reflects S&P's decision to
review GMAC's rating in light of the increased challenges at its
parent, General Motors Corp. (GM, 49% owner).  "High gasoline
prices are the primary cause of the increasingly challenging
operating conditions for GM, and hence GMAC," said Standard &
Poor's credit analyst John Bartko.
     
The review, which S&P are also undertaking on other rated U.S.
automakers, was prompted by renewed concerns about GM's
prospective cash outflows in light of the prospects for U.S. sales
for the rest of 2008 and into 2009.  The erosion of demand for
SUVs and pickups has been particularly troubling.  Although these
segments have been weak for some time, the exodus in demand that
began in April, caused by escalating gas prices and consumer
preferences for smaller vehicles, is gathering speed.  Despite
concerted efforts to change the mix of product offerings and
reduce costs, GM still relies on light trucks for a
disproportionate share of profitability and cash flow.
     
S&P had assigned a negative outlook to GM on May 22, 2008, but the
demand prospects for light trucks, and lower sales more broadly
over the rest of 2008, could undermine financial prospects more
than S&P previously expected, even in light of successful and
substantial cost reductions.
     
In addition to the mounting macroeconomic challenges facing its
parent, and thus GMAC's, auto finance business, GMAC also must
contend with the continuing challenges of its mortgage affiliate
Residential Capital LLC, which recently executed what S&P consider
to be a distressed debt exchange resulting in its rating being
lowered temporarily to 'SD' (selective default; not a legal
default, but rather a default as defined by its criteria).
     
S&P will review GM's financial and liquidity outlook, as well as
general U.S. and global automotive industry conditions, to resolve
the CreditWatch review.


GREENPOINT MORTGAGE: Moody's Cuts Ratings of 149 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 149
tranches from 17 Option ARM transactions issued by Greenpoint
Mortgage Funding Trust.  Sixty tranches remain on review for
possible further downgrade.  Additionally, 26 tranches were placed
on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: GreenPoint Mortgage Funding Trust 2006-AR4

  -- Cl. M1, Downgraded to Aa3 from Aaa

  -- Cl. M2, Downgraded to Baa3 from Aa1

  -- Cl. M3, Downgraded to Ba3 from Aa1

  -- Cl. M4, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Ca from Baa2

  -- Cl. M10, Downgraded to Ca from Ba1

Issuer: GreenPoint Mortgage Funding Trust 2006-AR5

  -- Cl. M1, Downgraded to A1 from Aaa

  -- Cl. M2, Downgraded to Baa3 from Aaa

  -- Cl. M3, Downgraded to B2 from Aa1

  -- Cl. M4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Ca from Baa1

  -- Cl. M10, Downgraded to Ca from Baa3

Issuer: GreenPoint Mortgage Funding Trust 2006-AR6

  -- Cl. M1, Downgraded to A1 from Aaa

  -- Cl. M2, Downgraded to Baa3 from Aa1

  -- Cl. M3, Downgraded to Ba3 from Aa1

  -- Cl. M4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Ca from Baa1

  -- Cl. M9, Downgraded to Ca from Baa3

Issuer: GreenPoint Mortgage Funding Trust 2006-AR7

  -- Cl. M1, Downgraded to A1 from Aaa

  -- Cl. M2, Downgraded to Baa3 from Aa1

  -- Cl. M3, Downgraded to Ba3 from Aa1

  -- Cl. M4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Ca from Baa1

  -- Cl. M9, Downgraded to Ca from Baa2

Issuer: GreenPoint Mortgage Funding Trust 2006-AR8

  -- Cl. M2, Downgraded to Baa1 from Aa1

  -- Cl. M3, Downgraded to Ba3 from Aa1

  -- Cl. M4, Downgraded to B1 from Aa2

  -- Cl. M5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Ca from Baa2

Issuer: GreenPoint Mortgage Funding Trust 2006-OH1

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Baa3

Issuer: Greenpoint MTA Trust 2005-AR1

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Baa2 from A3

  -- Cl. M-7A, Downgraded to Ba1 from Baa1

  -- Cl. B-1A, Downgraded to Ba2 from Baa2

  -- Cl. B-2, Downgraded to Ba3 from Baa3

Issuer: Greenpoint MTA Trust 2005-AR2

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

Issuer: Greenpoint MTA Trust 2005-AR3

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Baa3

Issuer: Greenpoint Mortgage Funding Trust 2005-AR4

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently   
     Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. IV-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Baa2

  -- Cl. B-3, Downgraded to Ca from Baa3

Issuer: Greenpoint Mortgage Funding Trust 2005-AR5

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-X-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-X-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-X-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. IV-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. IV-X-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-4, Downgraded to Ca from B3

Issuer: Greenpoint Mortgage Funding Trust 2006-AR1

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. B-1, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Baa2

Issuer: Greenpoint Mortgage Funding Trust 2006-AR2

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba1

Issuer: Greenpoint Mortgage Funding Trust 2006-AR3

  -- Cl. B-1, Downgraded to Aa3 from Aa1

  -- Cl. B-2, Downgraded to Baa2 from Aa2

  -- Cl. B-3, Downgraded to Ba2 from Aa2

  -- Cl. B-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Ca from A2

  -- Cl. B-7, Downgraded to Ca from Baa1

Issuer: Greenpoint Mortgage Funding Trust 2007-AR1

  -- Cl. M1-I, Downgraded to Aa1 from Aaa

  -- Cl. M2-I, Downgraded to A3 from Aa1

  -- Cl. M2-II, Downgraded to A2 from Aa2

  -- Cl. M3-I, Downgraded to Ba2 from Aa1

  -- Cl. M3-II, Downgraded to Baa1 from Aa2

  -- Cl. M4-I, Downgraded to Ba3 from Aa2

  -- Cl. M4-II, Downgraded to Baa3 from Aa3

  -- Cl. M5-I, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5-II, Downgraded to Ba2 from A1

  -- Cl. M6-I, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6-II, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7-I, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7-II, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8-I, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M8-II, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M9-I, Downgraded to Ca from Baa3

  -- Cl. M9-II, Downgraded to Ca from Ba1

Issuer: Greenpoint Mortgage Funding Trust 2007-AR2

  -- Cl. 1-M3, Downgraded to A3 from Aa1

  -- Cl. 1-M4, Downgraded to Baa3 from Aa2

  -- Cl. 1-M5, Downgraded to Ba2 from A2

  -- Cl. 1-M6, Downgraded to Ba3 from Baa1

  -- Cl. 1-M7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M9, Downgraded to Ca from Ba1

  -- Cl. 2-M3, Downgraded to Aa3 from Aa2

  -- Cl. 2-M4, Downgraded to A2 from Aa3

  -- Cl. 2-M5, Downgraded to Baa2 from A1

  -- Cl. 2-M6, Downgraded to Ba3 from A2

  -- Cl. 2-M7, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M8, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M9, Downgraded to Ca from Ba1

Issuer: Greenpoint Mortgage Funding Trust 2007-AR3

  -- Cl. M1, Downgraded to Aa3 from Aa1

  -- Cl. M2, Downgraded to Baa1 from Aa2

  -- Cl. M3, Downgraded to Baa2 from Aa3

  -- Cl. M4, Downgraded to Baa3 from A1

  -- Cl. M5, Downgraded to Ba3 from A2

  -- Cl. M6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Ca from Ba1


HABANA CUBA: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Habana Cuba, LLC
        71 Bartholomew Avenue
        Hartford, CT 06106

Bankruptcy Case No.: 08-21152

Chapter 11 Petition Date: June 18, 2008

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: John J. O'Neil, Jr.
                  Francis O'Neil Del Piano
                  (fodlaw@yahoo.com)
                  255 Main Street
                  Hartford, CT 06106
                  Telephone (860) 527-3271

Total Assets: $1,451,100

Total Debts: $1,170,875

A copy of Debtor's petition and a list of its 5 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/ctb08-21152.pdf


HAIGHTS CROSS: Working Capital Deficit Cues Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service has downgraded Haights Cross
Communications, Inc.'s Corporate Family rating to Caa3 from Caa1
and its Probability of Default rating to Ca from Caa2, largely
reflecting Moody's heightened concern that the company will be
unable to operate as a going concern in the face of a substantial
working capital deficit and that it may suffer a default under its
debt obligations in the near term.

Details of the rating action are:

Ratings downgraded:

Haights Cross Operating Company

  -- Senior secured term loan due August, 2008 -- to B2, LGD1, 4%
     from B1, LGD1, 4%

  -- Senior unsecured notes due August, 2011 -- to Caa3, LGD3, 32%
     from Caa1, LGD3, 31%

Haights Cross Communications, Inc.

  -- Senior discount notes due August, 2011 -- to C, LGD5, 72%
     from Caa3, LGD5, 73%

  -- Corporate Family Rating -- to Caa3 from Caa1

  -- Probability of Default Rating - to Ca from Caa2

  -- The rating outlook is changed to negative from developing.

The downgrade of Haights Cross' Corporate Family rating reflects
Moody's heightened concern that the company may default on the
scheduled payment of its $124 million term loan at maturity on
Aug. 15, 2008, absent an amendment.  Moody's notes that a payment
default under Haights Cross's term loan would trigger cross
defaults under the terms of the company's note indentures.

In January 2008, Haights Cross initiated a sale process for all or
part of its business.  The prior developing outlook had
contemplated that Haights Cross would conclude a sale of assets
generating sufficient proceeds for the company to repay its
$124 million term loan at maturity on Aug. 15, 2008.

However, to date the company has not announced a successful
conclusion to the sale process, causing Moody's to consider that a
near term payment default is increasingly likely.  Moreover, even
if Haights Cross succeeds in announcing a sale of assets prior to
the August maturity date, Moody's questions whether the company
will realize an amount of net proceeds to provide the company with
sufficient liquidity to repay the maturing debt in full.

The change in rating outlook to negative reflects the company's
illiquid credit profile and increasingly limited prospects to
continue as a going concern without a wholesale restructuring of
its balance sheet, even if it receives lender consent to an
extension of the scheduled maturity of its term loan prior to
maturity.

The Caa3 Corporate Family rating reflects Haights Cross'
continuing high leverage, weak liquidity, soft market conditions  
and the possible negative impact on Haights Cross' test prep
business if the "No Child Left Behind" Act is significantly
modified or repealed.

Ratings are supported by dependability of Haights Cross'
library/recorded books sales, the diversification provided by its
test-prep and medical education divisions, the company's highly
diversified customer base, and the long standing reputation of its
educational, professional and library products.

Headquartered in White Plains, New York, Haights Cross develops
and publishes print and audio products for the K-12 education,
library and medical education markets.  The company recorded
approximately $231 million in revenue for the twelve month period
ended March 30, 2008.


HERBST GAMING: Payment Failures Cue Moody's Ca/LD Rating
--------------------------------------------------------
Moody's Investors Service revised the probability of default
rating for Herbst Gaming, Inc. to Ca/LD from Ca.  All other
ratings have been affirmed and the rating outlook remains
negative.

The downgrade of the PDR to Ca/LD for Herbst follows the company's
failure to make the May 15, 2008 interest payment on its 7% senior
subordinated notes and the expiration of the 30-day grace period.

We note that Herbst also missed the June 1, 2008 interest payment
under its 8.125% subordinated notes and Moody's believes that
there is a high likelihood that the company will be unable to make
the required payment within the 30-day grace period allowed under
those notes.

As a result of events of defaults under the company's bank credit
agreement, Herbst received payment blockage notices from the
Administrative Agent that no payments were to be made with respect
to the subordinated notes pursuant to the subordination provisions
of the indentures.  The lenders under the senior secured credit
facilities have agreed to forbear from exercising certain rights
and remedies under those facilities through Sept. 30, 2008.

The negative outlook recognizes that while Herbst is actively
working towards financial and strategic alternatives designed to
address the deterioration in its operating results and capital
structure, there is no assurance that it will successfully achieve
any such alternative in the near term.

These rating has been revised:

  -- Probability of default rating to Ca/LD from Ca

These ratings have been affirmed:

  -- Corporate family rating at Ca

  -- $100 million senior secured revolving credit facility at Caa3
     (LGD 3, 34%)

  -- $325 million senior secured term loan at Caa3 (LGD 3, 34%)

  -- $375 million senior secured term loan B at Caa3 (LGD 3, 34%)

  -- $60 million senior secured term loan rated Caa3 (LGD 3, 34%)

  -- $160 million 8.125% senior subordinated notes due 2012 rated
     C (LGD 5, 89%)

  -- $170 million 7.0% senior subordinated notes due 2014 rated C
     (LGD 5, 89%)

Herbst Gaming, Inc. is an established slot route operator in
Nevada with over 7,400 slot machines and currently owns and
operates casinos in Nevada, Missouri and Iowa.


HUKILL OIL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Hukill Oil Company, Inc.
        dba Mr. Lubie
        P.O. Box 466
        Seymour, IN 47274

Bankruptcy Case No. 08-91573

Description: Marlin E. Hukill, president, filed the petition on
             the Debtor's behalf.

Chapter 11 Petition Date: June 18, 2008

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch, III

Debtor's Counsel: Edward R Cardoza
                  (ecardoza@rubin-levin.net)
                  John C. Hoard, Esq.
                  (johnh@rubin-levin.net)
                  Vincent A Gorski, Esq.
                  (vgorski@rubin-levin.net)
                  Rubin & Levin, P.C.
                  342 Massachusetts Ave., Ste 500
                  Indianapolis, IN 46204
                  Tel: (317) 860-2931
                       (317) 634-0300
                  Fax: (317) 263-9411

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

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's chapter 11 petition with a list of
unsecured creditors is available for free at:

            http://bankrupt.com/misc/insb08-91573.pdf


HUNTSMAN CORP: Sues Apollo in Relation to Terminated Basell Merger
------------------------------------------------------------------
Huntsman Corporation filed a suit against Apollo Management L.P.
and partners Leon Black and Joshua Harris in Conroe, Texas, for
fraud and tortuous interference in connection with inducing
Huntsman to terminate its merger agreement with Basell AF, a Dutch
manufacturer, to enter into a merger agreement with Apollo
affiliate Hexion Specialty Chemicals instead.  

As reported in the Troubled Company Reporter on June 20, 2008,
Hexion Specialty and related entities filed a suit in the Delaware
Court of Chancery to declare its contractual rights with respect
to a $10.6 billion merger agreement with Huntsman.  As reported in
the Troubled Company Reporter on July 13, 2007, the agreement
includes assumption of debt.

In the petition filed, Huntsman seeks a jury trial to determine
the defendants' liability to Huntsman for actual damages exceeding
$3 billion, plus exemplary damages.

"It is now clear that, to get Huntsman to terminate its contract
with Basell, Apollo falsely represented to Huntsman its commitment
to closing a merger with Hexion at $28 per share, when it really
intended all along to then delay the process and create enough
problems with the transaction to bring us back to the table at a
lower price," Messrs. Black and Harris, Peter Huntsman, president
and CEO, stated.   "We intend to pursue every available legal
action required to hold Apollo, Black and Harris responsible for
their ruinous actions."

"I am outraged that Apollo's founders, [Mr.] Black and [Mr.]
Harris, while personally and repeatedly assuring our board of
directors, our senior officers, our financial advisors and me of
their earnestness, instead pursued a strategy designed to cause us
to terminate with Basell to accept promises they never intended to
keep - all calculated to contrive a nonexistent 'purchase option'
we specifically refused to grant Hexion during our negotiations,
awaiting the day when they would try to force us to concede a
price reduction," Jon M. Huntsman, founder and chairman of
Huntsman Corporation, added.  "We will do everything in our power
to hold Apollo and its founders accountable for the multi-billion
dollar harm their actions have caused our company."

Huntsman also intends to vigorously contest the false and
misleading allegations made in the Delaware suit filed by Apollo
and Hexion last week.

"While the impression created by Apollo's recent statements about
Huntsman's financial performance and strength almost seems
designed to inflict damage to our company and its relationships
with its employees, suppliers and customers, in fact Huntsman is a
strong and profitable company, with ample financial resources to
continue operating our business." Mr. Huntsman stated.

"We expect that our Adjusted EBITDA in the second quarter of 2008
will be in line with that achieved in the first quarter,
reflecting the actions we are taking to increase our pricing to
offset higher raw material and record high energy costs," he
added.  "Our results in May were stronger than those achieved in
April and we expect this trend to continue."

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting    
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                    About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of  
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                           *     *     *

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


HUNTSMAN CORP: Moody's Reviews Ba3 CF Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service reiterated that the debt ratings and the
corporate family ratings (CFR -- Ba3) for Huntsman Corporation  
and Huntsman International LLC, a subsidiary of Huntsman remain
under review for possible downgrade.

This follows the announcement by Hexion Specialty Chemicals and
Apollo in which Hexion/Apollo claim they would not be required to
consummate the previously announced merger agreement between the
two companies.

Moody's ongoing review for possible downgrade will also focus on a
number of new factors including; 1) the length of time the
litigation may take, and 2) the potential cash inflows from
settlements, if any, of the litigation and the use of those
proceeds to bolster the capital structure.

Moody's believes that the magnitudes of any such inflows are
subject to great variability due to the presence of the initial
lawsuit.  However the possible settlements might be in the range
of at least $325 million (a termination fee in the original merger
agreement) or even more if Huntsman can successfully establish
with the court that damages have been incurred.

Moody's will also begin a reassessment of Huntsman's credit
profile on a stand alone basis in light of current market
conditions and management's future plans to improve pricing, cash
flows and the company's credit measures.  Moody's notes that many
issuers in the chemical industry, including Huntsman, have seen
sustained increases in costs for energy, commodity and
intermediate feedstocks, and transportation.

In specific response to these pressures Huntsman has initiated
plans to raise prices for all products, some by as much as 25%,
and also impose an energy surcharges across a wide range of
products.  Moody's reassessment will also focus on the success of
these price increases and energy surcharges which will vary by
product, in accordance with costs attributed to each product.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries.  Huntsman had revenues of $9.9 billion for the last
twelve months ending March 31, 2008.


IAP WORLDWIDE: S&P Lifts Ratings on Completed Debt Restructuring
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on IAP
Worldwide Services Inc., including raising the corporate credit
rating to 'CCC+' from 'CC', and removed all ratings from
CreditWatch with negative implications.  Ratings were originally
placed on CreditWatch on Aug. 10, 2007, and subsequently lowered
and maintained on CreditWatch on Jan. 8, 2008.
     
At the same time, S&P have revised the recovery rating on IAP's
first-lien facilities to '3', indicating expectations of
meaningful recovery (50%-70%) in the event of a payment default,
from '2'.  As a result, the company's first-lien facilities are
rated in line with the corporate credit rating at 'CCC+'.  The
outlook is developing.
      
"The upgrade reflects the company's successful completion of a
debt restructuring, which mitigates the risk of a default in the
near term," said Standard & Poor's credit analyst Dan Picciotto.  
The resolution included an equity contribution by owner Cerberus
Capital L.P. that was used to pay down debt.  The company will
benefit from lower cash interest obligations.  However, IAP
remains highly leveraged and weakness in operating performance
could pressure covenants or affect its ability to meet financial
obligations.
     
The ratings on IAP reflect the company's highly leveraged
financial risk profile and vulnerable business risk profile,
marked by revenue concentration from large contracts and the less-
predictable nature of contingency operations, which significantly
contribute to revenue and profit.  These weaknesses are partially
mitigated by the company's good rebid record on contracts and the
low fixed-capital intensiveness of operations.
     
IAP is a provider of contingency operations, facilities
management, and technical services to the U.S. military and
civilian government agencies.  The company's largest operating
segment is global operations and logistics, which provides about
60% of revenues.  This segment includes power generation,
emergency disaster relief, transport operations, and other
services in the U.S. and overseas.  The facilities management
segment, meanwhile, contributes roughly one-quarter of the
company's revenues.  Through this segment, the company maintains
domestic and overseas U.S. military bases.  The professional and
technical services segment provides temporary staff support
services to the federal civilian agencies and accounts for the
remainder of the company's revenue base.
     
If operating performance stabilizes and the company demonstrates
it can maintain adequate liquidity, S&P could raise the ratings.  
S&P could lower the ratings if the company breaches a financial
covenant or if its operating performance and financial leverage
fail to improve.


IMPAC MORTGAGE: Unit's CEO and President Execute Employment Pacts
-----------------------------------------------------------------
Joseph R. Tomkinson, Chief Executive Officer, and William S.
Ashmore, President, executed new employment agreements with Impac
Funding Corporation, a wholly owned subsidiary of Impac Mortgage
Holdings, Inc.  The agreements are effective as of April 1, 2008,
and have a term from Jan. 1, 2008 through Dec. 31, 2009, unless
terminated earlier, and automatically renew for an additional two
years unless the Company provides notice of non-renewal between
July 15 and Aug. 15, 2009.

     Base Salary, Discretionary Bonus and Other Compensation

Mr. Tomkinson's and Mr. Ashmore's base salary is $600,000 and
$500,000 per year, respectively, with no automatic adjustments,
and each officer is eligible to receive cash or stock bonuses in
the sole discretion of the Board of Directors.  Messrs. Tomkinson
and Ashmore are also eligible to receive paid vacation, an annual
car allowance of $12,000, and participate in health and other
benefit plans and will be reimbursed for reasonable and necessary
business and entertainment expenses.  Each officer is prohibited,
without approval from the Board of Directors, from receiving
compensation, directly or indirectly, from any companies with whom
the Company or any of its affiliates has any financial, business,
or affiliated relationship.

                       Severance Compensation

If Mr. Tomkinson's or Mr. Ashmore's employment is terminated for
any reason, other than without cause or good reason, each will be
entitled to receive his base salary prorated through the
termination date, any expense reimbursement due and owing for
reasonable and necessary business and entertainment expenses, and
accrued vacation benefits.  If termination is due to death or the
executive officer is declared legally incompetent, then such
officer will also receive six additional months of his base
salary.

If either officer is terminated without cause or resigns with good
reason, he will also receive 18 months of his base salary, along
with health benefits, to be paid out over an 18 month period.  
Termination with cause includes conviction of a crime of
dishonesty or a felony with certain penalties, substantial failure
to perform duties after notice, willful misconduct or gross
negligence, or material breach of the employment agreement.  Good
reason includes material changes to employee's duties, relocation,
without his prior written consent, of the place of principal
performance of such executive's responsibilities and duties to a
location more than 65 miles away, the company's material breach of
the employment agreement and failure by the company to obtain from
any acquirer of the company an agreement to assume the employment
agreement.

Each executive officer has agreed not to compete with the company
during the 18 months that severance payments are made, provided
that the agreement not to compete will be waived if the executive
officer foregoes the severance compensation.

                        Change of Control

The employment agreements will not be terminated by merger, an
acquisition by another entity, or by transferring of all or
substantially all of the company's assets.  In the event of any
such change of control, the surviving entity or transferee would
be bound by the employment agreements.

A full-text copy of the Executive Employment Agreement between
Impac Funding Corp. and Mr. Tomkinson is available for free at:

               http://ResearchArchives.com/t/s?2e82

A full-text copy of the Executive Employment Agreement between
Impac Funding Corp. and Mr. Ashmore is available for free at:

               http://ResearchArchives.com/t/s?2e83

                       About Impac Mortgage

Headquartered in Irvine, California, Impac Mortgage Holdings Inc.
(NYSE: IMH) -- http://www.impaccompanies.com/-- is a mortgage
REIT, which through its Long Term Investment Operations is
primarily invested in non-conforming Alt A mortgage loans (Alt-A)
and to a lesser extent small balance commercial and multi-family
loans.  The company also operates a significantly reduced Mortgage
Operations, which acquires, originates and sells conforming loans
that are eligible for sale to government sponsored agencies.  The
company is organized as a REIT for tax purposes, which generally
allows it to pass through earnings to stockholders without federal
income tax at the corporate level.

                            *     *     *

At Dec. 31, 2007, the company's balance sheet showed total assets
of $17.3 billion and total liabilities $18.4 billion, resulting in
a total stockholders' deficit of roughly $1.1 billion.


INDEVUS PHARMA: CEO Defers Retirement Due to NEBIDO Approval Delay
------------------------------------------------------------------
Glenn L. Cooper, MD, Indevus Pharmaceuticals, Inc.'s chairman and
chief executive officer is postponing his retirement to lead the
company through the challenges it faces as a result of the recent
delay in the approval of NEBIDO(R).

"While it was my intention to retire in September following the
FDA approval of NEBIDO, it now appears the company will have to
readjust to the recent news," Dr. Cooper stated.  "I feel a
profound responsibility to all our stakeholders to improve the
prospects of the company as rapidly as possible and it is not an
optimal time to bring a new CEO on board.  I will be working
closely with the Board of Directors and management as we move
quickly toward a revised operating plan.  Fortunately, our key
products, SANCTURA XR(TM), VANTAS(R) and SUPPRELIN(R) LA are
performing extremely well in the marketplace and we are awaiting
FDA approval for VALSTAR(TM), another important urology product
which our field force is preparing to launch.  We intend to
further increase our focus on growing these brands."

The Indevus Board believes that Dr. Cooper is best positioned to
deal with the current situation and is grateful that Dr. Cooper
has agreed to lead this effort.  His retirement agreement has been
amended to provide for a new retirement date to be determined by
mutual agreement between Dr. Cooper and the Board.  The search for
a new CEO has been placed on hold and will be reactivated at the
appropriate time.

Given the delay of NEBIDO, the company has begun a thorough review
of its operating expenses and its R&D programs with the objective
of rapidly aligning its cost structure to its revenue projections
and R & D opportunities.  When the Board has approved a revised
operating plan, the company will update its guidance for revenues
and expenses. Other key Company priorities include non-dilutive
finance options which include product out-license transactions and
the monetization of its SANCTURA(R) and SANCTURA XR royalty
streams and the retirement or restructuring of the company's
convertible debt which matures in July 2009.

As part of the realignment, the company also disclosed that Thomas
F. Farb, its president and chief operating officer and Kurt Lewis,
its senior vice president, sales and marketing are leaving the
company to pursue other opportunities.  Mr. Lewis' position has
been filled by Nancy Bryan, vice president, global marketing, who
becomes senior vice president, sales and marketing.  Before
joining Indevus, Ms. Bryan was senior vice president, head of
commercial at Elan for the autoimmune franchise, vice president of
marketing for men's health at Bayer Pharmaceuticals and held
various positions at Merck and Glaxo Wellcome.

"I would like to thank Tom Farb and Kurt Lewis for their service
to the company," Dr. Cooper added.  "Tom was instrumental in our
acquisition of Valera Pharmaceuticals and has provided excellent
leadership as president.  He played a key role in preparing the
Company for the launch of NEBIDO which is now delayed and will
assist us with the development of a revised operating plan during
the next month.  Kurt has led the successful launch of SUPPRELIN
LA, increased market share for VANTAS, and has been instrumental
in the pre-launch planning for VALSTAR and NEBIDO. We wish Tom and
Kurt all the best in their new endeavors."

                 About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty   
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.

At March 31, 2008, the company's consolidated balance sheet showed
$180.1 million in total assets and $281.4 million in total
liabilities, resulting in a $101.3 million total stockholders'
deficit.


INNOPHOS HOLDINGS: Earns $9.3 Million in 2008 First Quarter
-----------------------------------------------------------
Innophos Holdings Inc. reported net income of $9.3 million for the
first quarter ended March 31, 2008, compared to a net loss of
$2.1 million for the same period in 2007.

Net sales for the first quarter 2008 were $162.5 million, an
increase of $25.8 million, or 18.9%, as compared to $136.7 million
for the same period in 2007.

Operating income for the first quarter 2008 was $23.4 million, an
increase of $13.4 million, or 134%, compared to $10.0 million for
the comparable period in 2007.  

The first quarter of 2008 did not reflect approximately
$3.6 million of gross profit from a GTSP (fertilizer co-product)
export shipment delayed from March into April due to a customer's
ocean shipping logistics issues and included $2.1 million in legal
fees to comply with a STPP document request subpoena from the U.S.
Department of Justice.  The first quarter 2007 was negatively
affected by a $1.4 million charge for Mexican workforce
reorganization costs.

Depreciation and amortization for the first quarter of 2008,
excluding deferred financing amortization expense, was
$12.5 million, an increase of $900,000 compared to $11.6 million
for the first quarter of 2007.

Net interest expense for the first quarter 2008, including
deferred financing amortization expense, was $8.6 million, a
decrease of $1.3 million, compared to $9.9 million for the
comparable period in 2007.

Tax expense for the first quarter 2008 was $5.3 million, an
increase of $3.1 million compared to $2.2 million for the
comparable period in 2007.

As of March 31, 2008, Innophos had $11.7 million of cash and cash
equivalents.  Net debt at the end of the first quarter 2008 was
$386.3 million, an increase of $17.5 million from $368.8 million
at Dec. 31, 2007.  This increase was due to a $14.0 million
borrowing on the company's revolving debt needed to fund a
$32.1 million increase in working capital.  Capital expenditures
for the first quarter 2008 were $4.1 million versus $4.6 million
in the same quarter of 2007.

Randy Gress, chief executive officer of Innophos said, "We are
extremely pleased that our operating and net income, at
$23.4 million and $9.3 million respectively, were the best results
that we have had in our history as a public company.  In order to
achieve these results we have continued to focus on providing
excellent customer service, assuring product supply, and improving
efficiency and the strength of our supply chain.  We are also
anticipating and rapidly responding to the dynamic rate of change
in our markets and successfully increasing prices."

                       2008 Market Outlook

The company disclosed that market prices of phosphate rock and
sulfur, two primary raw materials used in the production of
specialty phosphates, have increased substantially over the last
several quarters.  If current raw material market price levels for
phosphate rock and sulfur are sustained throughout 2008 into early
2009, the company currently estimates that annual raw material
costs will increase by an amount equivalent to approximately 50-
60% of 2007 annual sales by the second quarter 2009, as compared
to the Innophos cost structure at the end of 2007.  Approximately
half of this cost increase is expected to occur during 2008, the
balance is expected to occur in the first quarter of 2009.

Historically, Innophos has successfully recovered raw material,
energy, and other cost increases through price increases.  During
the fourth quarter of 2007, the company implemented price
increases in all its product lines, most of which became effective
Jan. 1, 2008.  Innophos also implemented price increases in
February and April 2008.  The company has also recently announced
additional price increases to be implemented through June 2008.
These price increases are for the most part expected to be
realized by July 2008 and are expected to allow Innophos to meet
or exceed the near term increases in raw material costs.  During
2008 management therefore expects price increases will be achieved
ahead of realized cost increases by a material amount.

Randy Gress commented, "We benefit from a flexible production
infrastructure that allows us to adjust to customer demand shifts
in the current environment.  Innophos' infrastructure and staff
are equipped to respond to these conditions.  Nonetheless, our
overall mission remains the same: to deliver quality products and
lead in specialty phosphate production and customer service.
Through price actions and operating improvements, we expect to
again expand operating profit and margins in 2008, in addition to
what we accomplished in 2007."

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$553.5 million in total assets, $502.6 million in total
liabilities, and $50.9 million 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?2e87

                     About Innophos Holdings

Headquartered in Cranbury, N.J., Innophos Holdings Inc. (Nasdaq:
IPHS) -- http://www.innophos.com/-- the holding company for a  
leading 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, Los Angeles; 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.


INSMED INC: To Appeal Nasdaq's Decision to Delist Securities  
------------------------------------------------------------
Insmed Inc. intends to request a hearing before The NASDAQ Listing
Qualifications Panel to appeal an earlier Staff Determination
to delist the company's common stock from The NASDAQ Capital
Market.

Insmed received a letter from The NASDAQ Stock Market on
June 17, 2008, indicating that the company had not regained
compliance with NASDAQ's minimum bid price requirement of
$1.00 per share for continued listing of Insmed's common stock on
The NASDAQ Capital Market as set forth in Marketplace Rule
4310(c)(4).

As a result, the company's common stock would be subject to
delisting unless Insmed requests a hearing before the Panel.
Following procedures set forth in The NASDAQ Marketplace Rule 4800
series; the company intends to request a hearing before the Panel
to review the Staff Determination.  The hearing request will stay
the delisting of Insmed's common stock, pending the decision of
the Panel after the hearing, allowing the company's common stock
to continue to trade on The NASDAQ Capital Market.

There can be no assurance, however, that the Panel will grant
Insmed's request for continued listing of its common stock on The
NASDAQ Capital Market.

In the event that the Panel determines not to grant the company's
request for continued listing of its common stock on The NASDAQ
Capital Market, Insmed's common stock may become eligible for
quotation and trading on the OTC Bulletin Board.

                          About Insmed

Based in Richmond, Viginia, Insmed Incorporated, (NasdaqCM: INSM)
-- http://www.insmed.com -- is a biopharmaceutical company that  
develops and commercializes drugs to treat metabolic diseases,
endocrine disorders, and oncology.  Its lead product candidate
IPLEX, a recombinant protein product candidate, is in Phase II
clinical trials for the treatment of myotonic muscular dystrophy,
the common form of adult-onset muscular dystrophy.  The company
has license and collaborative agreements with Fujisawa
Pharmaceutical Co. Ltd. to use IGF-I therapy for the treatment of
extreme or severe insulin resistant diabetes; and a license to
Pharmacia AB's portfolio of regulatory filings pertaining to
rhIGF.  Insmed was founded in 1999.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
Richmond, Virginia-based Ernst & Young LLP raised substantial
doubt about the ability of Insmed Incorporated 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 operating losses and negative cash flows from
operations.

The company said that its ability to continue as a going concern
is dependent upon its ability to take advantage of raising capital
through securities offerings, debt financing, and partnerships and
use these sources of capital to fund operations.  Management is
focusing on raising capital through any one or more of these
options.


INVERNESS MEDICAL: Moody's Confirms B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family Rating
of Inverness Medical Innovations, Inc. and other instrument
ratings.  The ratings had been under review since the January
announcement of the acquisition of Matria Healthcare, Inc.

The transaction was completed in May 2008 for about $1.2 billion,
with about $430 million in the form of cash (including assumed
Matria debt, which was subsequently repaid) and about $720 million
in the form of convertible preferred stock.  Matria's principal
segments were disease and condition management, maternity
management and wellness.

The B2 Corporate Family Rating primarily reflects Inverness
Medical's acquisitive growth strategy, ongoing integration risk
associated with material acquisitions and technological risk
inherent in the highly competitive medical diagnostics industry.  
Although, on an estimated pro forma basis, credit metrics could be
in line with a higher rating, leverage remains relatively high in
the context of the company's growth strategy and a recent string
of transformative acquisitions.

In addition, multiple acquisitions and associated capital
structure changes in a short period of time give rise to reported
financials which do not represent the company's ongoing
profitability, leverage or interest coverage.  Although the
company has published unaudited pro forma adjustments to its
income statement and balance sheet, the lack of complete
financials and associated historical perspective with respect to a
significant portion of the assets of the company constrains the
ratings.

Although clearly diversifying, Inverness Medical's health
management business segment formed in January 2008 consists
primarily of recently acquired assets and this presents additional
risks associated with the lack of track record of the assets being
operated as a single business.

The ratings benefit from Inverness Medical's strong competitive
position within the diagnostic tools market as well as solid cash
flow generation supported by a track record of technological
innovation.

Although questions remain as to the extent of possible synergies
with the diagnostics business, the Matria acquisition adds a
leading health solutions provider with a broad offering of health
and wellness programs and a diverse customer base which includes
private and government sponsored health plans, and pharmaceutical
companies.

The effect of the formation of the proposed health management
joint venture under the terms currently considered would depend on
how the proceeds from the transaction are eventually used.  The
immediate effect of raising $1.2 billion in cash would be a boost
to liquidity.

These ratings were confirmed:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating;

  -- B1 (LGD3, 34%) rating on a $150 million Senior Secured
     Revolver due 2013;

  -- B1 (LGD3, 34%) rating on a $900 million Senior Secured Term
     Loan due 2014; and

  -- Caa1 (LGD5, 81%) rating on a $250 million Second Lien Term
     Loan due 2015.

The outlook for the ratings is stable.

Inverness Medical Innovations, headquartered in Waltham,
Massachusetts, operates in health management, professional and
consumer diagnostics, as well as vitamins and nutritional
supplements.  The health management business includes disease
management, maternity management, and wellness.

Through its professional and consumer diagnostics businesses,
Inverness Medical develops, manufactures and markets advanced
consumer and professional medical diagnostic products.  Diagnostic
products focus on infectious disease, cardiology, oncology, drugs
of abuse and women's health.  Pro forma for recent acquisitions,
revenues for the twelve months ended March 31, 2008 were about
$1.5 billion.


LEAP WIRELESS: Moody's Gives Caa1 Rating to $200MM Notes
--------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Cricket
Communications Inc.'s $200 million notes, due 2015, and a Caa1
rating to its parent, Leap Wireless International, Inc.'s
$200 million convertible notes, due 2014.  The proceeds of the
notes' issuance will be used to accelerate the buildout and launch
of the markets acquired in the 2006 spectrum auctions.

In conjunction with the issuance of the convertible notes at Leap,
Moody's assigned a B2 corporate family rating to Leap and withdrew
the CFR from Cricket.  In addition, Moody's assigned a stable
outlook to Leap's and its subsidiaries' ratings.

The effective change in the outlook reflects the passage of time
from the September 2007 merger proposal from MetroPCS
Communications Inc. to Leap and the rating agency's belief that a
potential transaction will take a longer time to play out, leading
it to rate the two companies on their own merits.

Moody's also affirmed the company's other ratings, including Ba2
rating on the senior secured facilities, the B3 rating on the
existing senior unsecured notes and SGL1 liquidity rating.

Ratings Assigned:

  -- Corporate Family Rating for Leap Wireless International Inc.
     - B2;

  -- Probability of Default Rating for Leap Wireless International  
     Inc. - B2;

  -- Leap Wireless International Inc.'s $200 million Convertible
     Senior Notes due 2014 -Caa1, LGD 6, 95%;

  -- Cricket Communications Inc.'s $200 million Senior Unsecured
     Notes due 2015 - B3, LGD4, 69%;

  -- Speculative Grade Liquidity rating of SGL - 1.

Ratings Withdrawn:

  -- Corporate Family Rating for Cricket Communications Inc. - B2;

  -- Probability of Default Rating for Cricket Communications Inc.
     - B2;

Rating Affirmed:

  -- Cricket Communications Inc.'s $200 million Senior Secured
     Revolving Credit Facility due 2011 - Ba2, LGD2, 16%;

  -- Cricket Communications Inc.'s $900 million 1st Lien Senior
     Secured Tern Loan due 2013 - Ba2, LGD2, 16%;

  -- Cricket Communications Inc.'s $1.1 billion Senior Notes due
     2014 - B3, LGD4, 69%.

Outlook revised to Stable.

The B2 corporate family rating considers Moody's expectations that
Leap's rapid growth plans will consume a significant amount of
cash over the next few years as it seeks to build-out wireless
networks and launch service in several additional markets,
reaching up to 90 million potential subscribers by the end of
2009.

The company's differentiated service offering, which offers
unlimited calling and data plans for a flat fee and requires no
signed contract has exceeded Moody's expectations over the past
several quarters.  The ratings and the outlook also consider
Moody's views that Leap faces significant execution risks in
building out new markets amid intensifying industry competition,
as the national wireless penetration rate rises above 85%.

Moody's still believes that the combination of Leap and PCS,
should it occur, would likely have positive implications for the
company's combined operating prospects and potentially produce
meaningful synergies.  If the two companies reach a merger
agreement, Moody's is likely to revisit the rating outlook at that
time.

Leap Wireless International, Inc. wholly-owns Cricket
Communications Inc., which is a wireless service provider.  Both
companies are headquartered in San Diego, California.


LEAP WIRELESS: Unsecured Credit Limit Raised to $1.65BB
-------------------------------------------------------
Leap Wireless International Inc. and its subsidiary, Cricket
Communications Inc., have amended the company's senior secured
credit agreement.  

The credit agreement has been amended to resize and amend certain
baskets and exclusions to reflect the growth in the company's
business and ongoing business expansion activities.

The amendment permits the company to incur additional unsecured
debt, to issue certain preferred stock, and to make certain other
modifications.

"We believe that the successful amendment of our credit agreement
provides the company with the additional financial flexibility we
need to support future business growth," Doug Hutcheson, Leap's
president and CEO, said.  "We appreciate the support of the
company's senior secured lenders to help us achieve our strategic
initiatives and improve the strength and the financial position of
our company."

Key terms of the amendment include:

   * an increase in the amount of unsecured debt the company is
     allowed to incur from $1.2 billion to $1.65 billion plus
     $1.00 for every $1.00 of cash proceeds from the issuance of
     new common equity of the company, up to $200 million in the
     aggregate;
    
   * an increase in the amount and duration of certain add-backs
     for new market operating losses in the calculation of the
     company's consolidated EBITDA and consolidated fixed charge
     coverage ratio;
    
   * an amendment to permit the company to add back certain
     capital expenditures relating to network expansion activities
     in calculating its consolidated fixed charge coverage ratio;
     and
    
   * other amendments to facilitate the company's business
     expansion and financing activities.

In addition, the amendment:

   -- increases the interest rates applicable to the term loans
      and revolving credit facility by 50 basis points;

   -- sets a floor for the London Interbank Offered Rate of
      3.00% per annum;

   -- revises the aggregate amount of any new incremental
      facilities under the Credit Agreement to $400 million;

   -- reduces the permissible delta between existing loans and
      incremental loans from 50 bps to zero; and

   -- requires Cricket to pay a prepayment penalty if the term
      loans are prepaid within two years of the amendment, in an
      amount of 2.0% on the principal amount prepaid during the
      first year, and 1.0% on the principal amount prepaid during
      the second year.

              About Leap Wireless International Inc.

Based in San Diego, California, Leap Wireless International Inc.
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a wireless  
communications carrier that offers digital wireless service in the
United States under the Cricket brand.  The Cricket services are
offered by Cricket, a wholly owned subsidiary of Leap, and is also
offered in Oregon by LCW Wireless Operations LLC.  Cricket owns an
indirect 73.3% non-controlling interest in LCW Operations through
a 73.3% non-controlling interest in LCW Wireless LLC.  Cricket
also owns an 82.5% non-controlling interest in Denali Spectrum
LLC.  At Dec. 31, 2007, Cricket service was offered in 23 states
and had approximately 2.9 million customers.


LEAP WIRELESS: Prices $220MM Offering of Convertible Senior Notes
-----------------------------------------------------------------
Leap Wireless International Inc. priced its offering of
$220 million in aggregate principal amount of its convertible
senior notes due 2014 to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended.

Leap granted the initial purchasers of the notes an option to
purchase up to an additional $30 million in aggregate principal
amount of the notes to cover overallotments.  The closing of the
sale of the notes, which is subject to customary conditions, is
expected to occur on June 25, 2008.

The notes will be Leap's unsecured and unsubordinated obligations,
will pay interest semiannually at a rate of 4.50% per annum, and
will be convertible into shares of Leap's common stock.  Upon
conversion, holders of the notes will receive a number of shares
of common stock equal to the base conversion rate plus, if the
applicable stock price exceeds the base conversion price,
additional shares of Leap common stock will be issued based on a
formula described in the offering memorandum.

The initial base conversion price of the notes is approximately
$93.21, based on the initial base conversion rate of 10.7290
shares of common stock per $1,000 principal amount of notes.  The
base conversion price represents a premium of 77.5% to the closing
price of Leap's common stock on June 19, 2008, of $52.51 per
share.

Leap will not have the right to redeem the notes prior to
maturity.  Holders of the notes will have the right to require
Leap to repurchase for cash all or some of their notes upon the
occurrence of certain fundamental change transactions.  

Net proceeds from the offering will be used for working capital
and other general corporate purposes, including the build-out of
new markets, the expansion of Leap's footprint in its existing
markets and the development of its broadband initiative.

              About Leap Wireless International Inc.

Based in San Diego, California, Leap Wireless International Inc.
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a wireless  
communications carrier that offers digital wireless service in the
United States under the Cricket brand.  The Cricket services are
offered by Cricket, a wholly owned subsidiary of Leap, and is also
offered in Oregon by LCW Wireless Operations LLC.  Cricket owns an
indirect 73.3% non-controlling interest in LCW Operations through
a 73.3% non-controlling interest in LCW Wireless LLC.  Cricket
also owns an 82.5% non-controlling interest in Denali Spectrum
LLC.  At Dec. 31, 2007, Cricket service was offered in 23 states
and had approximately 2.9 million customers.


LEHMAN XS: Moody's Cuts Ratings of 181 Tranches, Reviews 58
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 181
tranches from 20 Option ARM transactions issued by Lehman XS
Trust.  Fifty eight tranches remain on review for possible further
downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Lehman XS Trust Series 2005-5N

  -- Cl. M2, Downgraded to A1 from Aa2

  -- Cl. M3, Downgraded to Ba2 from A2

  -- Cl. M4, Downgraded to Caa3 from Baa3

Issuer: Lehman XS Trust Series 2005-7N

  -- Cl. M1-I, Downgraded to Aa2 from Aa1

  -- Cl. M2-I, Downgraded to A1 from Aa2

  -- Cl. M3-I, Downgraded to A2 from Aa3

  -- Cl. M4-I, Downgraded to Baa2 from A2

  -- Cl. M5-I, Downgraded to Ba2 from A3

  -- Cl. M6-I, Downgraded to B2 from Baa1

  -- Cl. M7-I, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M1-II, Downgraded to A3 from Aa1

  -- Cl. M2-II, Downgraded to Baa2 from Aa2

  -- Cl. M3-II, Downgraded to B3 from A2

  -- Cl. M4-II, Downgraded to Caa2 from Baa2

  -- Cl. M5-II, Downgraded to Ca from Ba1

  -- Cl. M6-II, Downgraded to Ca from Ba3

Issuer: Lehman XS Trust Series 2005-9N

  -- Cl. M1, Downgraded to Aa2 from Aa1

  -- Cl. M2, Downgraded to A2 from Aa2

  -- Cl. M3, Downgraded to Baa1 from Aa3

  -- Cl. M4, Downgraded to Ba1 from A2

  -- Cl. M5, Downgraded to B2 from A3

  -- Cl. M6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Trust Series 2006-10N

  -- Cl. 1-M2, Downgraded to A2 from Aa2

  -- Cl. 1-M3, Downgraded to Baa1 from Aa3

  -- Cl. 1-M4, Downgraded to Baa3 from A1

  -- Cl. 1-M5, Downgraded to Ba3 from A2

  -- Cl. 1-M6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M4, Downgraded to Baa1 from A1

  -- Cl. 2-M5, Downgraded to Ba3 from A2

  -- Cl. 2-M6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M7, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Lehman XS Trust Series 2006-12N

  -- Cl. M1, Downgraded to Aa2 from Aa1

  -- Cl. M2, Downgraded to Baa1 from Aa1

  -- Cl. M3, Downgraded to Baa3 from Aa1

  -- Cl. M4, Downgraded to B2 from Aa2

  -- Cl. M5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Ca from Baa3

Issuer: Lehman XS Trust Series 2006-16N

  -- Cl. M2, Downgraded to Aa2 from Aa1

  -- Cl. M3, Downgraded to A2 from Aa2

  -- Cl. M4, Downgraded to Baa3 from Aa3

  -- Cl. M5, Downgraded to Ba3 from A1

  -- Cl. M6, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Ca from Baa2

Issuer: Lehman XS Trust Series 2006-18N

  -- Cl. M2, Downgraded to Aa2 from Aa1

  -- Cl. M3, Downgraded to A1 from Aa1

  -- Cl. M4, Downgraded to Baa2 from Aa2

  -- Cl. M5, Downgraded to Ba1 from Aa3

  -- Cl. M6, Downgraded to B1 from A1

  -- Cl. M7, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Caa1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M10, Downgraded to Ca from Ba2

Issuer: Lehman XS Trust Series 2006-2N

  -- Cl. M4, Downgraded to A3 from A1

  -- Cl. M5, Downgraded to Baa3 from A2

  -- Cl. M6, Downgraded to B3 from Baa1

  -- Cl. M7, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Trust Series 2006-4N

  -- Cl. M1, Downgraded to A3 from Aa1

  -- Cl. M2, Downgraded to Ba1 from Aa1

  -- Cl. M3, Downgraded to Ba3 from Aa2

  -- Cl. M4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Ca from Baa3

Issuer: Lehman XS Trust Series 2006-GP1

  -- Cl. M1, Downgraded to Baa2 from Aa1

  -- Cl. M2, Downgraded to Ba3 from Aa1

  -- Cl. M3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Ca from Baa1

  -- Cl. M8, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2006-GP2

  -- Cl. M1, Downgraded to Baa1 from Aa1

  -- Cl. M2, Downgraded to Ba3 from Aa1

  -- Cl. M3, Downgraded to B1 from Aa1

  -- Cl. M4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Caa1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M10, Downgraded to Ca from Baa2

  -- Cl. M11, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2006-GP3

  -- Cl. M1, Downgraded to Baa3 from Aa1

  -- Cl. M2, Downgraded to Ba3 from Aa1

  -- Cl. M3, Downgraded to B1 from Aa1

  -- Cl. M4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Aa3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Ca from Baa1

  -- Cl. M10, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2006-GP4

  -- Cl. M1, Downgraded to A3 from Aaa

  -- Cl. M2, Downgraded to Ba3 from Aa1

  -- Cl. M3, Downgraded to B1 from Aa1

  -- Cl. M4, Downgraded to B2 from Aa1

  -- Cl. M5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M10, Downgraded to Ca from Baa1

  -- Cl. M11, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2007-12N

  -- Cl. 1-M2, Downgraded to Aa2 from Aa1

  -- Cl. 1-M3, Downgraded to Aa3 from Aa1

  -- Cl. 1-M4, Downgraded to A2 from Aa2

  -- Cl. 1-M5, Downgraded to A3 from Aa3

  -- Cl. 1-M6, Downgraded to Baa3 from A1

  -- Cl. 1-M7, Downgraded to Ba1 from A2

  -- Cl. 1-M8, Downgraded to Ba3 from A3

  -- Cl. 1-M9, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M1, Downgraded to Aa3 from Aa2

  -- Cl. 2-M2, Downgraded to A3 from Aa3

  -- Cl. 2-M3, Downgraded to Baa2 from A1

  -- Cl. 2-M4, Downgraded to Baa3 from A2

  -- Cl. 2-M5, Downgraded to Ba1 from A3

  -- Cl. 2-M6, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M7, Downgraded to Caa1 from Ba1

  -- Cl. 2-M8, Downgraded to Ca from B2

  -- Cl. 3-M7, Downgraded to Baa2 from Baa1

  -- Cl. 3-M8, Downgraded to Ba2 from Baa3

Issuer: Lehman XS Trust Series 2007-15N

  -- Cl. M7-I, Downgraded to Baa3 from Baa1

  -- Cl. M8-I, Downgraded to Ba1 from Baa2

  -- Cl. M9-I, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2-II, Downgraded to Aa3 from Aa2

  -- Cl. M3-II, Downgraded to A1 from Aa3

  -- Cl. M4-II, Downgraded to A3 from A1

  -- Cl. M5-II, Downgraded to Baa2 from A2

  -- Cl. M6-II, Downgraded to Ba1 from A3

  -- Cl. M7-II, Downgraded to Ba3 from Baa1

  -- Cl. M8-II, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M9-II, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Lehman XS Trust Series 2007-2N

  -- Cl. M2, Downgraded to Aa2 from Aa1

  -- Cl. M3, Downgraded to Aa2 from Aa1

  -- Cl. M4, Downgraded to A2 from Aa2

  -- Cl. M5, Downgraded to A3 from Aa3

  -- Cl. M6, Downgraded to Baa3 from A1

  -- Cl. M7, Downgraded to Ba3 from A2

  -- Cl. M8, Downgraded to Ba3 from A3

  -- Cl. M9, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M10, Downgraded to B2 from Baa2; Placed Under Review for   
     further Possible Downgrade

  -- Cl. M11, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2007-4N

  -- Cl. M2, Downgraded to A1 from Aa1

  -- Cl. M3, Downgraded to A2 from Aa1

  -- Cl. M4, Downgraded to Baa3 from Aa2

  -- Cl. M5, Downgraded to Ba3 from Aa3

  -- Cl. M6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M10, Downgraded to Ca from Ba1

  -- Cl. M11, Downgraded to Ca from Ba2

Issuer: Lehman XS Trust Series 2007-7N

  -- Cl. M2, Downgraded to A1 from Aa2

  -- Cl. M3, Downgraded to A2 from Aa3

  -- Cl. M4, Downgraded to Baa1 from A3

  -- Cl. M5, Downgraded to Baa3 from Baa1

  -- Cl. M6, Downgraded to Ba2 from Baa2

  -- Cl. M7, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to Ca from Ba2

  -- Cl. M9, Downgraded to Ca from B3

Issuer: Lehman XS Trust, Mortgage Pass Through Certificates,
Series 2006-14N

  -- Cl. M3-I, Downgraded to Aa3 from Aa1

  -- Cl. M4-I, Downgraded to Baa3 from Aa3

  -- Cl. M5-I, Downgraded to Ba3 from A1

  -- Cl. M6-I, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7-I, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8-I, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M9-I, Downgraded to Ca from Baa3

  -- Cl. M5-II, Downgraded to Baa3 from A3

  -- Cl. M6-II, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Lehman XS Trust, Series 2007-16N

  -- Cl. M7-I, Downgraded to Baa3 from Baa2

  -- Cl. M8-I, Downgraded to Ba2 from Baa3

  -- Cl. M7-II, Downgraded to Baa3 from Baa2

  -- Cl. M8-II, Downgraded to Ba2 from Baa3


LINENS N THINGS: Wants to Employ Citigroup Global as Banker
-----------------------------------------------------------
Linens 'n Things and its debtor-affiliates ask permission from the
United States Bankruptcy Court for the District of Delaware to
employ Citigroup Global Markets, Inc., as investment banker
pursuant to a letter agreement dated as of May 12, 2008.

Under the Engagement Letter, Citigroup will perform certain
financial and investment banking services, including advice on
structure, negotiation strategy, valuation analyses, financial
terms and other financial matters, relates Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware.

Linens 'n Things, Inc., Linens 'n Things CanCiti I Co., and
Linens 'n Things CanCiti II Co. engaged Citigroup as their
investment banker in March 2008 in connection with certain
transactions, by which portions of the securities, business or
assets of Linens CanCiti are acquired by a U.S. public special
purpose acquisition company, or SPAC.  A SPAC is formed to
perform a transaction defined as to acquire capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination.

Mr. Collins discloses that Citigroup has been working to contact
SPACs, and prepare confidential information memoranda describing
Linens Canada's business, financial condition and financial
prospects for distribution to interested parties.  Citigroup has
also provided advice on structure, negotiation strategy,
valuation analyses, financial terms and other financial matters,
as well as negotiated confidentiality agreements on Linens 'n
Things' behalf.  

The Debtors have sought to retain Genuity Capital Markets as
their investment banker pursuant them in similar transactions
with third parties other than SPACs.  The Debtors believe that
Citigroup has expertise with respect to SPACs, and has extensive
knowledge of potential SPAC buyers.  However, they do not believe
that Citigroup has the requisite knowledge with respect to
possible strategic or financial buyers within Canada as compared
to Genuity.

Citigroup will be paid a $3,000,000 transaction fee, payable upon
consummation of the Transaction.  Whether or not a Transaction
occurs, the Debtors will also reimburse Citigroup for all
reasonable deal-related travel and other expenses, other than
legal fees and expenses, and exclusive of indemnity, for a
maximum amount of $50,000.  The Debtors will also pay deal-
related disbursements in the ordinary course up to an aggregate
maximum amount of $75,000, as administrative expenses of the
bankruptcy estates.

The Engagement Letter's indemnification and contribution provides
that, among other things, Linens 'n Things will indemnify and
hold harmless Citigroup, and its affiliates and employees,
against any losses, expenses, claims or proceedings related to,
or arising out of the contents of information provided by the
Debtors, which information either the Debtors or Citigroup
provides to any actual or potential buyers, sellers, investors or
offerees.

Brad Coleman, a managing director at Citigroup, assures the Court
that Citigroup is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)ff


LINENS N THINGS: Committee Wants to Retain Cole Schotz as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Linen 'N Things,
Inc., and its affiliated debtors seeks the authority of the U.S.
Bankruptcy Court for the District of Delaware to retain Cole,
Schotz, Meisel, Forman & Leonard, P.A., as its Delaware and
conflicts counsel in connection with the Debtors' request for
postpetition financing.

Richard DePaul, executive Committee member, Cole Schotz has been
selected by the Committee because the members and associates of
the firm possess extensive knowledge and considerable expertise
in the fields of bankruptcy, insolvency, reorganizations,
debtors' and creditors' rights, debt restructuring and corporate
reorganizations, among others.

As the Committee's conflicts counsel, Cole Schotz will review the
extent, validity, and priority of the liens asserted by the
Prepetition Agent, the Prepetition Lenders, and the Indenture
Trustee.  It will also handle other matters in which the
Committee's lead counsel, Otterbourg, Steindler, Houston & Rosen,
P.C., may have a conflict of interest.

Cole Schotz will be paid at these rates.
        
      Professional              Hourly Rate
      ------------              -----------
      Members                  $300 to $625
      Special Counsel          $320 to $375
      Associates               $150 to $385
      Paralegals               $120 to $215

The Committee requests that all legal fees and related costs and
expenses incurred by the Committee on account of services
rendered by Cole Schotz in the cases be paid as administrative
expenses of the Debtors' estates.

Norman L. Pernick, Esq., a partner at Cole Schotz, in Wilmington,
Delaware, assures the Court that his firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

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


LODGENET INTERACTIVE: March 31 Balance Sheet Upside-Down by $83MM
-----------------------------------------------------------------
LodgeNet Interactive Corp.'s consolidated balance sheet at
March 31, 2008, showed $675.5 million in total assets and
$759.1 million in total liabilities, resulting in a $83.6 million
total stockholders' deficit.

The company reported a net loss of $13.0 million for the first
quarter ended March 31, 2008, compared with a net loss of $28,000
in the same period last year.  Results for the first quarter of
2008 included $5.9 million of acquisition related costs for
restructuring, integration and amortization of acquired
intangibles.

Total revenue for the first quarter of 2008 was $139.8 million, an
increase of $64.5 million or 85.7%, compared to $75.3 million for
the first quarter of 2007.  The growth in revenue was primarily
driven by the 2007 acquisition of On Command Corp. which
contributed $56.2 million to revenue in the first quarter of 2008.

Total direct costs increased to $75.9 million in the first quarter
of 2008 as compared to $36.5 million in the first quarter of 2007.
Total direct costs were 54.3% of revenue for the first quarter of
2008 as compared to 48.4% in the first quarter of 2007.  

Total operating expenses increased to $65.7 million in the first
quarter of 2008 as compared to $32.7 million in the first quarter
of 2007.  Total operating expenses were 47.0% of revenue for the
first quarter of 2008 as compared to 43.4% in the first quarter of
2007.  

In the first quarter of 2008, the company also incurred
restructuring costs of $2.0 million to complete the personnel
reduction phases of its post merger activities.  

Operating loss was $1.8 million in the first quarter of 2008
compared to operating income of $6.1 million in the first quarter
of 2007.

Interest expense was $11.0 million in the current quarter versus
$6.2 million in the first quarter of 2007.  The increase resulted
from the change in weight average long-term debt, which increased
as a result of the On Command acquisition to $626.1 million during
the first quarter of 2008 from $269.9 million in the first quarter
of 2007.  

For the first quarter of 2008, the company incurred state
franchise taxes of $201,000 versus $101,000 during the first
quarter of 2007.

                 Liquidity and Capital Resources

During the first quarter of 2008, cash provided by operating
activities was $11.9 million while cash used for property and
equipment additions, including growth-related investments, was
$18.9 million.  

During the first quarter of 2007, cash provided by operating
activities was $18.0 million while cash used for property and
equipment additions, including growth-related investments, was
$15.9 million.  Total cash used for investing activities during
the first quarter of 2007, including business acquisition
investments of $14.9 million, was $30.8 million.

Cash as of March 31, 2008, was $18.8 million versus $25.6 million
as of Dec. 31, 2007.  Also during the first quarter 2008, the
company repurchased 470,000 shares using $4.7 million of cash.

The company's  principal sources of liquidity are its cash on
hand, operating cash flow and the $50 million revolver portion of
its Credit Facility, which matures in 2013.  As of March 31, 2008,
working capital was $9.7 million, compared to $8.1 million at
Dec. 31, 2007.

The total amount of long-term debt outstanding, including the
current portion, as of March 31, 2008, was $630.1 million versus
$624.6 million as of Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e88

                    About LodgeNet Interactive

Based in Sioux Falls, S.D., LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- is a provider of  
media and connectivity solutions designed to meet the unique needs
of hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
representing 9,900 hotel properties worldwide in addition to
healthcare facilities throughout the United States.  

The company's services include: Interactive Television Solutions,
Broadband Internet Solutions, Content Solutions, Professional
Solutions and Advertising Media Solutions.  LodgeNet Interactive
Corporation owns and operates businesses under the industry
leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

                          *     *     *

As reported in the Troubled Company Reporter on June 17, 2008,
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on LodgeNet Interactive Corp.
(formerly LodgeNet Entertainment Corp.) on CreditWatch with
negative implications.


MAGNOLIA FINANCE IV: Moody's Cuts Rating of $3MM Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service downgraded its rating of these notes
issued by Magnolia Finance IV plc:

Class Description: Series 2005-1 $3,000,000 Portfolio Credit
Linked Notes due 2010

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2

Moody's explained that today's rating action reflects
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists of corporate
securities.


MAGNOLIA FINANCE II: Moody's Cuts Rating of $2MM Notes to B3
------------------------------------------------------------
Moody's Investors Service downgraded its rating of this note
issued by Magnolia Finance II plc Series 2005-4:

Class Description: Series 2005-4 $2,000,000 Portfolio Credit
Linked Notes due 2010

  -- Pior Rating: Ba3, on review for possible downgrade

  -- Current Rating: B3

Moody's explained that today's rating action reflects
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists of corporate
securities.


MAGNOLIA FINANCE V: Moody's Cuts Rating of $3MM Notes to Ba2
------------------------------------------------------------
Moody's Investors Service downgraded its rating of this note
issued by Magnolia Finance V plc:

Class Description: Series 2005-1 $3,000,000 Portfolio Credit
Linked Notes due 2010

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba2

Moody's explained that today's rating action reflects
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists of corporate
securities.


MDWERKS INC: Posts $2,644,388 Net Loss in 2008 First Quarter
------------------------------------------------------------
MDWerks Inc. reported a net loss of $2,644,388 on total revenue of
$203,461 for the first quarter ended March 31, 2008, compared with
a net loss of $2,469,958 on total revenue of $133,885 in the same
period last year.

For the three months ended March 31, 2008, total operating
expenses were $1,423,161 as compared to $2,114,584 for the three
months ended March 31, 2007, a decrease of $691,423 or 32.7%.  The
significant decrease in operating expenses was principally a  
result of decreased stock option compensation.

For the three months ended March 31, 2008, interest expense was
$766,639 as compared to $517,498 for the three months ended
March 31, 2007, an increase of $249,141.  

On March 31, 2008, the company received net proceeds of $6,809,794
in connection with a financing provided by Vicis Capital Master
Fund, an unaffiliated accredited investor.  Along with this
financing, the Mandatory Redeemable Convertible Series B Preferred
Stock issued in connection with the Sept. 28, 2007 financing of
$2,000,000 and the Jan. 18, 2008 financing of $500,000 were
returned and considered debt extinguishment and a new Notes
Payable to Vicis for $10,000,000 was recorded.  The loss on
extinguishment of this debt was $660,122.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$9,349,006 in total assets, $3,389,116 in total liabilities, and
$5,959,890 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?2e74

                       Going Concern Doubt

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

                        About Mdwerks Inc.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals  
with automated electronic insurance claims management solutions
and advance funding of medical claims.


MEADE INSTRUMENTS: Moss Adams Expresses Going Concern Doubt
-----------------------------------------------------------
Moss Adams LLP raised substantial doubt about the ability of Meade
Instruments Corp. to continue as a going concern after it audited
the company's financial statements for the year ended Feb. 29,
2008.  The auditor pointed to the company's declining revenues,
recurring losses from operations and accumulated deficit.

                    Recent Developments

The company hired a new chief executive officer in May 2006 with
extensive experience in turnaround situations in an effort to
restructure the company and return it to profitability after two
years of financial losses.  In the ensuing 12 months, the company
replaced a significant number of its executives, including its
senior officer over operations and its chief financial officer.  
The company embarked on a number of initiatives to resolve supply
chain constraints, to reduce the company's cost structure, to
reduce the number of SKUs and required level of inventory, and to
increase investment for new product innovations and introductions.

During the fiscal year ended Feb. 28, 2007, the results were
negatively impacted by the closure and consolidation of its four
U.S. facilities into one, related headcount reductions and
severance costs, aggressive reductions in inventory, and legal and
accounting fees associated with the company's restatement of
historical results due to errors in accounting for stock options
and deferred rent.  During fiscal 2008, the results have been
negatively impacted by further headcount reductions and severance
costs and further reductions in inventory.  However, the overall
turnaround of the company is a continuing effort, and the
management will continue to evaluate long-term opportunities to
further reduce cost structure; these opportunities, if executed
upon, may result in additional short-term costs that must be
recognized in the current consolidated financial statements.

In August 2007, the company completed a private placement of
3.1 million shares of its common stock for gross proceeds of
$5.8 million that improved liquidity.  However, due to the
seasonality of its business, the company continues to rely on its
domestic credit facility to meet much of its liquidity needs.  
While the company was in compliance with the restrictive covenants
in the credit facility agreement as of the end of fiscal 2008,
from time to time in recent history the company has not been in
compliance with certain of the restrictive covenants.  While the
company has historically been able to obtain amendments and
waivers from its lender, there is no guarantee that the company
will be in compliance with the restrictive covenants in the
future, and in the event of noncompliance, there is no guarantee
that it will be able to obtain an amendment or waiver.  If no
amendment or waiver is obtained, the company may be in default
under the provisions of the credit facility and the company's
lender may accelerate repayment.  In this event, it may need to
raise funds to repay its lender and there can be no assurance that
such funds will be available.

In addition, during the third quarter of fiscal 2008, the Board of
Directors formed a special committee that engaged an investment
bank to assist the company in exploring strategic alternatives.  
During the first quarter of fiscal 2009, the company sold its
Simmons, Weaver and Redfield sport optics brands for gross
proceeds of $15 million.  The exploration of strategic
alternatives has been ongoing and may involve a financial
restructuring of the company's capital structure or potentially
the sale of all or a portion of the company.  At this time there
can be no assurance that the company will be able to execute on
any strategic alternatives.

                         Subsequent Events

On April 17, 2008, a subsidiary of Meade Instruments Corp. entered
into an agreement and sold its Weaver brand and associated
inventory to Ammunition Accessories, Inc., a subsidiary of Alliant
Techsystems, Inc., for cash proceeds of $5.0 million.  On
April 18, 2008, the company and one of its subsidiaries entered
into an agreement and sold its Redfield brand to Leupold &
Stevens, Inc., for cash proceeds of $3.0 million.

In connection with these sales, on April 17, 2008, the company and
certain of its subsidiaries entered into the Fourteenth Amendment
to the Amended and Restated Credit Agreement dated as of Oct. 25,
2002, with Bank of America, N.A.  The Fourteenth Amendment
released the Lender's lien on the assets divested and reduced the
maximum amount available on the company's credit facility to
$20.0 million from $25.0 million.

On June 12, 2008, a subsidiary of Meade Instruments Corp. entered
into an agreement and sold its Simmons brand and associated
inventory to Bushnell for gross cash proceeds of $7.25 million.  
In connection with this sale, on June 12, 2008, the company and
certain of its subsidiaries entered into the Fifteenth Amendment
to the Amended and Restated Credit Agreement dated as of Oct. 25,
2002, with Bank of America, N.A.  The Fifteenth Amendment released
the Lender's lien on the assets divested and reduced the company's
credit facility from $20 million to $15 million.

                            Financials

The company posted a net loss of $17,721,000 on net sales of
$98,539,000 for the year ended Feb. 29, 2008, as compared with a
net loss of $19,182,000 on net sales of $101,535,000 in the prior
year.

At Feb. 29, 2008, the company's balance sheet showed $45,792,000
in total assets, $21,196,000 in total liabilities, and $24,596,000
in total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2e52

                      About Meade Instruments

Headquartered in Irvine, Ca., Meade Instruments (Nasdaq:MEAD) --
http://www.meade.com/-- designs and manufactures optical products  
including telescopes and accessories for the beginning to serious
amateur astronomer.  Meade offers a complete line of binoculars
that address the needs of everyone from the casual observer to the
serious sporting or birding observer.  Meade also offers a
complete line of rifle scopes under the Simmons(r), Weaver(r) and
Redfield(r) brand names.  The company distributes its products
worldwide through a network of specialty retailers, mass
merchandisers and domestic and foreign distributors.


MERGE HEALTHCARE: Board OKs Redemption of Share Purchase Rights
---------------------------------------------------------------
The Board of Directors of Merge Healthcare Incorporated approved
the redemption of all preferred share purchase rights outstanding
on each share of the company's common stock and on each
exchangeable share issued by Merge Cedara ExchangeCo Limited, an
indirect majority-owned subsidiary of the company.

The Rights were previously issued pursuant to the terms of a
Rights Agreement, dated as of Sept. 6, 2006, as amended, by and
between the Company and American Stock Transfer & Trust Co. as
rights agent.  One Right was outstanding on each outstanding share
of the company's common stock and on each exchangeable share of
Merge Cedara ExchangeCo Limited.  Pursuant to the Rights
Agreement, the redemption price is $0.001 per Right.

Shareholders of record on June 23, 2008, will receive payment of
the Redemption Price on July 7, 2008.  However, pursuant to the
terms of the Rights Agreement, any potential right to exercise the
Rights terminated effective immediately upon the action of the
Board of Directors and the only right of the holders of Rights is
to receive the Redemption Price.

Headquartered in Milwaukee, Wisconsin, Merge Healthcare Inc.
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is    
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


MERRILL LYNCH: Moody's Holds Ratings of 10 Cert. Classes
----------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed 10 classes of Merrill Lynch Financial Assets Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-Canada
6 as:

  -- Class A-1, $64,978,569, affirmed at Aaa

  -- Class A-2, $95,882,000, affirmed at Aaa

  -- Class X, Notional, affirmed at Aaa

  -- Class B, $7,301,000, affirmed at Aaa

  -- Class C, $8,628,000, upgraded to Aa3 from A1

  -- Class D, $10,620,000, affirmed at Baa2

  -- Class E, $1,991,000, affirmed at Baa3

  -- Class F, $5,310,000, affirmed at Ba2

  -- Class G, $1,991,000, affirmed at Ba3

  -- Class H, $3,319,000, affirmed at B2

  -- Class J, $1,328,000, affirmed at B3

Moody's upgraded Class C due to increased defeasance and credit
support.

As of the June 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
22.7% to $205.3 million from $265.5 million at securitization.

The Certificates are collateralized by 35 loans ranging in size
from less than 1.0% of the pool to 12.1% of the pool, with the top
10 loans representing 60.2% of the pool.  Six loans, representing
11.8% of the pool, have defeased and are collateralized with
Canadian Government securities.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.  Six loans,
representing 18.1% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 and 2007 operating results
for 71.7% and 17.8% of the pool, respectively.  Moody's weighted
average loan to value (LTV) ratio is 66.8% compared to 69.0% at
Moody's last full review in August 2006 and 81.2% at
securitization.

The top three loans represent 29.1% of the outstanding pool
balance.  The largest loan is the Westbridge Shopping Center Loan
($24.9 million -- 12.1%), which is secured by a 211,400 square
foot retail center located in Vaughan, Ontario, approximately
20 miles north of Toronto.

The center is anchored by Linens 'n Things (16.7% NRA; lease
expiration January 2017) and Toys"R"Us (14.7%; lease expiration
November 2009).  The center was 97.3% occupied as of December
2007, essentially the same as at last review. Moody's LTV is
69.0% compared to 72.5% at last review.

The second largest loan is the La Rousselière Loan ($22.1 million
-- 10.7%), which is secured by a 720-unit apartment complex
located in Montreal, Quebec.  The property was 93.8% occupied as
of December 2006 compared to 96.0% at securitization.  Moody's LTV
is 70.3% compared to 71.5% at last review.

The third largest loan is the Zellers Centre Bridgeport Loan
($12.9 million - 6.3%), which is secured by a 210,800 square foot
retail center located in Waterloo, Ontario.  The center is
anchored by Zellers (49.7% NRA; lease expiration October 2018) and
Sobeys (22.6%; lease expiration July 2018).  The center was
100.0% occupied as of January 2007 compared to 96.0% at
securitization.  Moody's LTV is 70.8% compared to 72.5% at last
review.


MERRILL LYNCH: Moody's Holds Ba3, B2, and B3 Ratings on Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed six classes of Merrill Lynch Financial Assets Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-Canada
11:

  -- Class A, $119,431,593, affirmed at Aaa

  -- Class X, Notional, affirmed at Aaa

  -- Class B, $6,100,000, affirmed at Aaa

  -- Class C, $7,500,000, upgraded to Aaa from Aa2

  -- Class D, $6,800,000, upgraded to A2 from Baa1

  -- Class E, $2,370,000, upgraded to A3 from Baa2

  -- Class F, $2,377,000, upgraded to Baa2 from Ba1

  -- Class G, $2,370,000, upgraded to Ba1 from Ba2

  -- Class H, $1,355,000, affirmed at Ba3

  -- Class J, $2,370,000, affirmed at B2

  -- Class K, $1,015,000, affirmed at B3

Moody's upgraded Classes C, D, E, F and G due to increased credit
support and defeasance and overall improved pool performance.

As of the June 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
42.4% to $156.1 million from $270.9 million at securitization.

The Certificates are collateralized by 29 loans ranging in size
from less than 1.0% to 12.3% of the pool, with the top 10 loans
representing 57.1% of the pool.  Five loans representing 15.8% of
the pool have defeased and are collateralized by Canadian
government securities.

There have been no realized losses since securitization and
currently there are no loans in special servicing.  Twelve loans,
representing 31.7% of the pool, are on the master servicer's
watchlist.

The watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association monthly reporting package.  As part of our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Moody's was provided with full year 2007 operating results for
74.1% of the pool. Moody's loan to value ratio is 72.3% compared
to 76.3% at Moody's last full review in January 2007 and 79.5% at
securitization.

The three largest loans represent 25.9% of the pool.  The largest
loan is the Poco Place Loan ($19.2 million -- 12.3%), which is
secured by a mixed use development located 21 miles east of
Vancouver in Port Coquitlam, British Columbia.  The property
includes 98,000 square feet of retail space and 66,000 square feet
of office space.

The retail component is anchored by Michael's (21.7% GLA; lease
expiration 2011) and Pier 1 Imports (11.4%; lease expiration
2013).  The property was 95.3% occupied as of January 2008
compared to 90.0% at last review.  The loan matures in November
2008.  Moody's LTV is 78.5% compared to 75.6% at last review.

The second largest loan is the Greenwin Square Loan ($10.6 million
-- 6.8%), which is secured by a 293,000 square foot office
building located in Toronto, Ontario.  The property was
92.3% occupied as of January 2008 compared to 100.0% at last
review.  The loan matures in October 2008. Moody's LTV is
60.1% compared to 67.5% at last review.

The third largest loan is the Westmount Premier Loan
($10.6 million -- 6.8%), which is secured by a 139,000 square foot
office building located in Montreal, Quebec.  The largest tenants
include BDO Dunwoody LLP (19.2% NRA; lease expiration October
2009), Intelco Canada (10.2% NRA; lease expiration 2013) and
Groupe Financier AGA (10.2%; lease expiration 2014).  The loan
matures in October 2008.  Moody's LTV is 74.3% compared to 72.6%
at last review.


METRO ONE: Posts $631,632 Net Loss in Third Quarter Ended April 30
------------------------------------------------------------------
Metro One Development Inc., fka. On The Go Healthcare Inc.,
reported a net loss of $631,632 for the third quarter ended April
30, 2008, compared with a net loss of $898,218 in the same period
last year.

For the nine months ended April 30, 2008, net loss was $4,678,750,
compared with a net loss of $2,742,622 in the same period ended
April 30, 2007.

The net loss of $4,678,750 for the nine months ended April 30,
2008, was attributed to a net loss of $2,464,658 from continuing
operations and a net loss of $3,709,011 from discontinued
operations and a gain on the sale of assets from discontinued
operations of $1,494,919.  

The net loss for the nine months ended April 30, 2007, consisted
of a net loss of $2,566,743 from continuing operations and a net
loss of $175,879 from discontinued operations.

The company did not generate any sales from continuing operations
in 2008 and 2007.

                    Sale of Reseller Business

As reported in the Troubled Company Reporter on March 31, 2008,
On The Go Healthcare Inc. sold its Value Added Reseller business
unit to FTS Group for $4 million.

As a result of the sale of the value-added reseller business, the
company changed its business focus to that of a custom builder and
property developer in the Greater Toronto Area in Canada and
subsequently changed its name from On The Go Healthcare Inc. to
Metro One Development Inc. effective April 14, 2008.

                          Balance Sheet
                             
At April 30, 2008, the company's consolidated balance sheet showed
$3,787,576 in total assets, $1,519,822 in total liabilities,
$1,000,000 in conditionally redeemable preferred stock, and
$1,267,754 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2008, are available for
free at http://researcharchives.com/t/s?2e7c

                       Going Concern Doubt

Metro One Development Inc. has an accumulated deficit of
$20,738,346 as of April 30, 2008, and incurred a net
loss applicable to common stockholders of $4,678,750 during the
nine months ended April 30, 2008.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern.

Laurus Master Fund Ltd. has notified the company that it is in
default under the Amended and Restated Security Purchase  
Agreement.  In addition, the company's payment obligations under
the Secured Revolving Note issued pursuant to such Amended and
Restated Security Purchase Agreement are currently in default.
The company's Secured Revolving Note with Laurus was the company's
primary source of financing until March 17, 2008.  Without this
source of funding, the company no longer has access to capital to
allow it to develop its operations.  

                         About Metro One

Headquartered in Concord, Ontario, Canada, Metro One Development
Inc. (OTC BB: MODI) -- http://www.metro-one.com/-- formerly On  
The Go Healthcare Inc., is a custom builder and property developer
in the greater Toronto area.  The company was a value-added
reseller of computer and computer-related products, including
hardware, peripherals, software and supplies.


METROPCS WIRELESS: Moody's Changes Outlook; Affirms B2 CF Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for MetroPCS
Wireless Inc. to stable from developing, reflecting the passage of
time from the September 2007 merger proposal from MetroPCS'
parent, MetroPCS Communications Inc. (PCS) to Leap Wireless
International Inc. and the rating agency's belief that a potential
transaction will take a longer time to play out, leading it to
rate the two companies on their own merits.

In addition, Moody's affirmed all existing ratings of MetroPCS,
including its B2 corporate family rating, the Ba3 rating on the
senior secured facilities, the Caa1 rating on the 9-1/4% senior
unsecured notes, due 2014 and its SGL1 liquidity rating.

Outlook Actions:

Issuer: MetroPCS Wireless, Inc.

  -- Outlook, Changed To Stable From Developing

The B2 corporate family rating and the stable outlook reflects the
balance of the company's rapid growth and the resulting
deleveraging with the expectation that heavy cash consumption for
expansion markets will continue through at least 2010, as the
company builds out its presence to reach over 100 million
potential subscribers.

The ratings and the outlook also consider Moody's views that
MetroPCS faces significant execution risks in building out new
markets amid intensifying industry competition, as the national
wireless penetration rate rises above 85%.

Moody's still believes that the combination of MetroPCS and Leap,
should it occur, would likely have positive implications for the
company's combined operating prospects and potentially produce
meaningful synergies.  If the two companies reach a merger
agreement, Moody's is likely to revisit the rating outlook at that
time.

MetroPCS Wireless Inc., a wholly owned subsidiary of MetroPCS
Communications Inc., provides unlimited use wireless service for a
flat monthly fee with no signed contract in major metropolitan
markets of the U.S.  The company is based in Dallas, Texas.

Leap Wireless International, Inc. wholly-owns Cricket
Communications Inc., which is a wireless service provider.
Both companies are headquartered in San Diego, California.


MIDDLETOWN ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Middletown Estate Developers, Inc.
        494 Paxon Hollow Road
        Broomall, PA 19008

Bankruptcy Case No.: 08-13940

Description: Joseph C. Ripp, president, filed the petition on the
             Debtor's behalf.

Chapter 11 Petition Date: June 19, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Gregory R. Noonan, Esq.
                  (walfishnoonan@aol.com)
                   Walfish & Noonan, LLC
                  528 DeKalb Street
                  Norristown, PA 19401
                  Tel: (610) 277-7899

Estimated Assets: $1,475,000

Estimated Debts:  $637,600

List of Unsecured Creditors:

   Creditor                         Claim Amount
   --------                         ------------
   Florida Eurocars Inc.                 $75,000

   Marple Township                        $2,600


MODAVOX INC: Malone & Bailey, PC Expresses Going Concern Doubt
--------------------------------------------------------------
Houston-based Malone & Bailey, PC, raised substantial doubt about
the ability of Modavox, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Feb. 29, 2008.  The auditor pointed the company's recurring
losses.

The management stated that Modavox incurred operating losses since
inception, which aggregated $12,443,571 at Feb. 29, 2008,
including a loss of $3,304,005 in 2008.  Management believes that
additional losses may be incurred as it develops and executes a
sales and distribution strategy for its products and expands the
number of sales locations.  These potential losses and capital
expenditures needed for Modavox to expand its sales locations and
fund increases in accounts receivable may require Modavox to raise
additional capital.

The company posted a net loss of $3,304,005 on total revenues of
$2,817,694 for the year ended Feb. 29, 2008, as compared with a
net loss of $554,082 on total revenues of $2,659,992 in the prior
year.

At Feb. 29, 2008, the company's balance sheet showed $5,883,750 in
total assets, $1,741,707 in total liabilities, and $4,142,043 in
total stockholders' equity.  

The company's consolidated balance sheet at Feb. 29, 2008, showed
strained liquidity with $1,795,649 in total current assets
available to pay $1,741,707 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2e55

                        About Modavox Inc.

Modavox Inc. (OTC BB: MDVX.OB) -- http://www.modavox.com/--  
offers Internet broadcasting and produces and syndicates online
audio and video.  It also offers innovative, effective and
comprehensive online tools for reaching targeted niche communities
worldwide.  Through patented Modavox technology, Modavox delivers
content straight to desktops and Internet-enabled devices.  
Modavox provides managed access for live and on-demand Internet
Radio Broadcasting, E-learning and Rich Media Advertising.


MODERN CONTINENTAL: Tunnel Collapse Suit Cues Bankruptcy Filing
---------------------------------------------------------------
Modern Continental Construction Co. filed its chapter 11 petition
yesterday, June 23, 2008, with the U.S. Bankruptcy Court for the
District of Massachusetts.  Reuters says that the Debtor's board
of directors elected for the filing on June 11, 2008.

According to various reports, State Attorney Michael J. Sullivan
charged the Debtor on Friday, June 21, with liability due to a
2006 collapse in the $15 billion "Big Dig" tunnel project.  Modern
Continental built that part of the tunnel in 1999, reports say.

On July 10, 2006, several tons of cemented ceiling panels on
Interstate 90 in South Boston, Massachusetts collapsed on Angel
Del Valle's vehicle, injuring him and killing his wife, reports
say.  The collapse was reportedly caused by wrong epoxy applied to
hold the bolts from which the ceiling panels were attached, the
reports add.

Reports relate that when found guilty, the Debtor will be fined
$24.5 million, consisting of $500,000 for each of 49 counts of
crime that includes falsification of statements and slips, and
fraud.

Mr. Sullivan alleged that the Debtor knew of the unmet
construction standards but claimed they were met, according to the
reports.

The Debtor said that the charges were "unfounded and without
merit," reports say.  The National Transportation Safety Board,
the Debtor continued, has determined that Modern Construction was
unaware of the epoxy in the tunnel as unfit, reports add.

                       About Modern Continental

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts  
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.


MODERN CONTINENTAL: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Modern Continental Construction Co., Inc.
        250 Milton St.
        Dedham, MA 02026-2913

Bankruptcy Case No.: 08-14558

Type of Business: The Debtor is a heavy-construction company and
                  the original business in the Modern Continental
                  group.  See http://www.moderncontinental.com/

Chapter 11 Petition Date: June 23, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Harold B. Murphy, Esq.
                  Hanify & King, P.C.
                  One Beacon St., 21st Fl.
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  Email: bankruptcy@hanify.com
                  http://www.hanify.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:    $500 million to $1 billion

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
URS Corp.                      $9,868,863
38 Chauncy St.
Boston, MA 02111

Architectural Paving           $3,154,556
402 Libbey Pkwy.
Weymouth, MA 02189

Lockton Cos., Inc.             $2,762,247
P.O. Box 631985
Baltimore, MD 21263

Hilb Rogal & Hobbs             $874,790
P.O. Box 415161
Boston, MA 22415

Thomas F. Corbett Association  $857,409
144 W. Broadway
Salem, NJ 08079

Mass Bay Electrical Cor.       $625,399
125 Orleans St.
E. Boston, MA 02128

Chenango Contracting           $569,321
29 Arbutus Rd.
Johnson City, NY 13790

MRP Site Development           $509,487
360 Arbutus Rd.
Wakefield, MA 01880

The Aulson Co.                 $481,050
49 Danton Dr.
Methuen, MA 01844

L&C Flashing Barricades        $446,502
55 Bodwell St.
Avon, MA 02322

City Lights Electrical         $410,632
290 Pine St.
Canton, MA 02021

Fonditek International         $313,950
60 Fireworks Circle
Bridgewater, MA 02324

Welsbach Electric Corp.        $302,114
111-01 14th Ave.
College Point, NY 11356

Columbus Construction          $239,620

International Surface          $232,003
Preparation

Schumacher Landscaping         $211,035

Tilcon New York, Inc.          $204,037

V.I.P. Landscaping             $198,397

NEFCO/AGRA                     $190,009


MORGAN STANLEY: Fitch Cuts US$6.844MM Notes Rating to BB+ from AAA
------------------------------------------------------------------
Fitch Ratings has downgraded the notes issued by Morgan Stanley
ACES SPC Series 2007-33 and removed them from Rating Watch
Negative, as:

  -- US$6,844,000 credit-linked notes due February 2013 (ISIN:
     USG6264BAA47): downgraded to 'BB+' from 'AAA', removed from
     RWN.

The transaction is a funded static single-tranche synthetic
corporate CDO that closed in August 2007.

Since the transaction was placed on RWN, the portfolio has
experienced further negative rating migration mainly due to the
downgrade of a number of reference entities in the Building and
Materials sector which reflects the challenges afflicting the US
homebuilders, including D.R. Horton, Inc., Pulte Homes, Inc. and
Lennar Corporation.  All three companies remain on Negative
Outlook.

Other key drivers of this transaction's credit risk include:
  -- Portfolio credit risk deteriorating to an average portfolio
     quality of 'BBB'/'BBB-' from 'A-'/'BBB+' at closing.

  -- 9.9% of the portfolio is rated below investment grade,
     compared with 2.4% at closing -all of which was rated in the
     'BB' category.  Of the current non-investment grade
     constituents, 7.4% of the portfolio is rated in the 'BB'
     category, 1.7% in the 'B' category and one asset representing
     0.8%, Residential Capital LLC, in the 'D' category.

  -- Portfolio migration risk with 6.6% of the portfolio on RWN
     and 21.5% of the portfolio on Negative Outlook.

  -- Industry concentration of 48.8% in the three largest, made up
     of 33.9% in Banking and Finance, 7.4% in Telecommunications
     and 7.4% in Retail.

  -- The portfolio is heavily concentrated in the US, which
     represents 61.2% of the portfolio.

Given Fitch's view of concentration risk and the current credit
quality of the portfolio, the current level of credit enhancement
of 4.12% is not sufficient to justify the current rating of the
notes.  Fitch notes that this credit enhancement level is likely
to be eroded should there be a credit event called on Residential
Capital LLC (rated 'D').

Morgan Stanley ACES SPC is a special purpose vehicle incorporated
under the laws of the Cayman Islands.  This transaction references
a portfolio of 120 corporate obligations.  The total reference
portfolio notional amount is US$2.42 billion.  At close, proceeds
from the issuance of the notes were used to collateralise credit
default swaps between the issuer and Morgan Stanley Capital
Services Inc. (guaranteed by Morgan Stanley, 'AA-' (AA
minus)/'F1+'/Negative Outlook).  The charged asset in this
transaction comprises US$6.844 million in principal amount of BA
Credit Card Trust Class A 2007-9 credit-card floating rate notes
(rated 'AAA') which is scheduled to mature in June 2012.

Fitch released updated criteria on April 30, 2008 for corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.  Fitch has previously noted that its review will be
focused first on ratings most exposed to risks it has highlighted
in its updated criteria.

As such, this transaction was placed on RWN on May 21, 2008. As
previously indicated, resolution of the Rating Watch status
depends on any plans managers/arrangers may choose to modify
either the structure or the portfolio.  In this case, the arranger
has confirmed that it does not intend to make any modifications.


MORGAN STANLEY: Fitch Cuts Two Notes Ratings; Removes Neg. Watch
----------------------------------------------------------------
Fitch Ratings has downgraded both classes of notes issued by
Morgan Stanley ACES SPC Series 2006-32, due May 2012, and removed
them from Rating Watch Negative, as:

  -- US$10,771,000 Class I notes: downgraded to 'BB-' from 'A+',
     removed from RWN; and

  -- US$16,920,000 Class II notes: downgraded to 'BB-' from 'A-',
     removed from RWN;

The transaction is a funded static synthetic corporate CDO
referencing a portfolio of primarily investment grade corporate
obligations with a total reference portfolio notional amount of
USD10bn.

Key drivers of the transaction's credit risk are:
  -- An increase in portfolio credit risk with the average
     portfolio quality deteriorating to 'BBB-' from 'BBB'/'BBB-'
     since the last review in October 2007 and 'BBB+'/'BBB' at
     closing.  44% of the portfolio has been downgraded since
     October 2007, resulting in an aggregate 88-notch downgrade;
     4% of the portfolio was upgraded resulting in an aggregate
     seven-notch upgrade.

  -- 24% of the portfolio is rated below investment grade,
     compared to 11% in October 2007 and 0% at closing.  The sub
     investment grade composition comprises 1% in the 'CCC' rating
     category, 4% in the 'B' rating category and 19% in the 'BB'
     rating category.

  -- Portfolio migration risk with 5% of the portfolio on RWN and
     31% of the portfolio on Negative Outlook.

  -- Industry concentration of 46% in the three largest
     industries, made up of 25% in Banking & Finance, 11% in
     Telecommunications and 10% in Building & Material.

  -- The high country concentration of the portfolio which has 65%
     exposure to the US.

Given Fitch's view of concentration and the current credit quality
of the portfolio, the credit enhancement levels of 4.73% and 4.3%
for Class I and Class II respectively, are not sufficient to
justify the current ratings of these notes.  Despite slightly
different credit enhancement levels, Fitch's analysis determined
that both notes are now able to withstand the same number of
defaults.

At close, proceeds from the issuance of the notes were used to
purchase charged assets to collateralise credit default swaps
between the issuer and Morgan Stanley Capital Services Inc.
(guaranteed by Morgan Stanley, 'AA-'/ 'F1+'/Outlook Negative).  
The charged assets are an investment in the Floating-rate MTN
issued by MBIA Global Funding Corp LLC, guaranteed by MBIA
Insurance Corp. (Insurer Financial Strength rating: 'AA'/Outlook
Negative).

Fitch released updated criteria on April 30, 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.  Fitch has previously noted that its review will be
focused first on ratings most exposed to risks it has highlighted
in its updated criteria.  

As such, the transaction was placed on RWN on May 26, 2008. As
previously indicated, resolution of the Rating Watch status
depends on any plans managers/arrangers may choose to modify
either the structure or the portfolio.  In this case, the arranger
has confirmed that it does not intend to make any modifications.


MORGAN STANLEY: Fitch Slashes US$69.9MM Notes Rating to B from AA
-----------------------------------------------------------------
Fitch Ratings has downgraded the notes issued by Morgan Stanley
ACES Series 2007-26 and removed them from Rating Watch Negative
(RWN), as:

  -- US$69,900,000 notes due 2014: downgraded to 'B' from 'AA',
     removed from RWN.

The transaction is a funded static synthetic corporate CDO
referencing a portfolio of primarily investment grade corporate
obligations with a total reference portfolio notional amount of
US$12.5 billion.

Key drivers of this transaction's credit risk include:
  -- Portfolio credit risk deteriorating to an average portfolio
     quality of 'BBB-' from 'BBB+'/'BBB' at closing in July 2007.  
     38.4% of the portfolio has been downgraded since then,
     resulting in an aggregate 122-notch downgrade; 4.8% of the
     portfolio was upgraded resulting in an aggregate seven-notch
     upgrade.

  -- Currently, 19.2% of the portfolio is rated below investment
     grade, an increase from 7.2% at closing.  The sub investment
     grade composition comprises 1.6% in the 'CCC+ or below'
     rating category, 6.4% in the 'B' rating category and 11.2% in
     the 'BB' rating category.

  -- Portfolio migration risk with 9.6% of the portfolio on RWN
     and 22.4% of the portfolio on Negative Outlook.

  -- Industry concentration of 41.6% in the three largest, made up
     of 24.8 % in Banking & Finance, 9.6% in Building & Materials
     and 7.2% in Telecommunications.

  -- The portfolio is heavily concentrated in the US, which
     represents 64.8% of the portfolio.

Given Fitch's view of concentration risk and the current credit
quality of the portfolio, the credit enhancement level of 4.6% is
not sufficient to justify the current rating of the notes.  Fitch
notes that this credit enhancement level is likely to be eroded
should there be a credit event called on Residential Capital LLC
(rated 'D').

At close, proceeds from the issuance of the notes were used to
collateralise credit default swaps between the issuer and Morgan
Stanley Capital Services Inc., (guaranteed by Morgan Stanley,
'AA-' (AA minus)/'F1+'/Negative Outlook).  The charged asset is an
investment of US$69.9 million in principal amounts of class A
(2007-10) notes issued by Chase Issuance Trust, rated 'AAA' by
Fitch with legal maturity in 2014.

Fitch released updated criteria on April 30, 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on RWN or Negative Outlook, reducing
such ratings for default analysis purposes by two and one notch,
respectively.  Fitch has previously noted that its review will be
focused first on ratings most exposed to risks it has highlighted
in its updated criteria.  As such, this transaction was placed on
RWN on May 20, 2008.  As previously indicated, resolution of the
Rating Watch status depends on any plans managers/arrangers may
choose to modify either the structure or the portfolio.  In this
case, the arranger has confirmed that it does not intend to make
any modifications.


MOVIE GALLERY: Board of Directors Adopts Incentive Equity Plan
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Movie Gallery Inc. and its debtor-affiliates disclosed
that their board of directors adopted the 2008 Omnibus Equity
Incentive Plan on June 11, 2008, as approved by the holders of a
majority of the outstanding shares of the company's common stock,
according to S. Page Todd, executive vice president, secretary and
general counsel of the Debtors.

Mr. Todd explained that the Equity Incentive Plan authorizes the
issuance of an aggregate of 2,828,226 shares of Movie Gallery
common stock in connection with the grant of non-statutory stock
options, incentive stock options, stock appreciation rights,
restricted shares, performance units, performance shares,
dividend equivalents or other stock-based awards.

Under the Equity Incentive Plan, any employee, officer, non-
employee director or non-employee consultant of Movie Gallery or
its subsidiaries are eligible for awards.  No person may be
granted awards in excess of 1,131,290 shares in any calendar
year, subject to adjustment for certain transactions, Mr. Todd
added.

The Compensation Committee, who will administer the Equity
Incentive Plan, has the authority to determine and designate the
persons to whom awards will be made, as well as the terms,
conditions and restrictions applicable to each award, including,
but not limited to, the option price, restriction or limitation,
vesting schedule or acceleration, forfeiture restrictions and
performance goals and criteria, Mr. Todd disclosed.

The Equity Incentive Plan will remain in effect until the earlier
of:

   i) May 20, 2018; or

  ii) the date that all shares of common stock will have been
      purchased or acquired and the restrictions of all restricted
      shares granted under the Equity Incentive Plan will have
      lapsed.

A full-text copy of Movie Gallery's 2008 Omnibus Equity Incentive
Plan is available for free at:

              http://researcharchives.com/t/s?2e7d

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment   
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 30; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Names Sherif Mityas as Retail Operation CEO
----------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates appointed Sherif J.
Mityas as chief operating officer and president of retail
operations of the Debtors effective June 16, 2008, according to a
disclosure filed with the U.S. Securities and Exchange Commission
dated June 11.

Jeffrey S. Stubbs, who formerly served as President of Retail
Operations, has resigned from Movie Gallery.

According to S. Page Todd, Movie Gallery executive vice
president, secretary, general counsel and chief compliance
officer, Mr. Mityas has been employed by A.T. Kearney, Inc. in a
variety of positions, most recently as a partner and North
America Practice Leader.  Mr. Mityas also served as senior
manager at Deloitte & Touche Consulting Group and as an associate
at A.T. Kearney, Inc, but began his career in 1989 at Pratt
&Whitney - United Technologies Corp. as a senior aerodynamic
engineer.

Mr. Mityas received a B.S. in Aerospace Engineering from Boston
University, a M.S. in Mechanical Engineering from Rensselaer
Polytechnic Institute, and a M.B.A. from the J.L. Kellogg
Graduate School of Management at Northwestern University, Mr.
Todd disclosed.

"[Mr. Mityas] is a strong and capable leader with an extensive
background in retail operations, store merchandising and supply
chain management," said C.J. "Gabe" Gabriel, chief executive
officer of Movie Gallery.  "His knowledge and understanding of
the retail industry will be invaluable as we continue to build on
the strength of our store operations, merchandising and supply
chain management to improve our operating metrics. I look forward
to working closely with Sherif to enhance store operations and
better integrate our brands and businesses."

In connection with Mr. Mityas' appointment as COO, Movie Gallery
and Mr. Mityas entered into an Employment Agreement dated
June 9, 2008.

Under the Employment Agreement, Mr. Mityas will receive:

   * an annual base salary of $450,000;

   * a signing bonus equal to $450,000, subject to pro rata
     reduction if his employment with the Company terminates
     prior to December 31, 2009;

   * a performance bonus of up to 100% of his base salary
     beginning in 2009, based on his achievement of targets
     established by the Company's Board of Directors;

   * an option to purchase 233,665 shares of Movie Gallery common
     stock, which will vest in three equal annual installments;
     and

   * an additional option to purchase between 58,416 and 350,497
     shares of common stock, depending on the Company's
     performance, upon the Company's achievement of certain
     performance goals for 2009.

Pursuant to the Employment Agreement, either the Debtors or Mr.
Mityas may terminate his employment at any time by reason of
death or permanent disability, termination by the Company for
cause or by resignation.  Mr. Mityas or his estate will receive
his accrued base salary through the termination date, Mr. Todd
notes.

If the Debtors terminate Mr. Mityas without Cause, he will receive
his accrued base salary, as well as severance equal to two times
his base salary, and his options will fully vest.

Additionally, the Employment Agreement provides that Mr. Mityas
agrees not to disclose confidential information of the Debtors
during the term of his employment or after his termination.

For two years after his termination, Mr. Mityas also agrees not
to (i) compete with the Debtors, (ii) to be employed by or
perform services for a competitor of the Debtors, (iii) to invest
in any of its competitor, (iv) to interfere with the Debtors'
business relationships with its customers and suppliers, or (v)
to solicit employees of the Debtors for two years following his
termination.

A full-text copy of the Employment Agreement is available for
free at http://researcharchives.com/t/s?2e7e

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment   
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 30; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MTR GAMING: S&P Revises Outlook to Negative from Stable
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
MTR Gaming Group Inc. to negative from stable.  Ratings on the
company, including the 'B+' issuer credit rating, were affirmed.
     
"The outlook revision reflects our concern about MTR's tight
cushion relative to its credit agreement financial covenants, as
the thresholds tighten substantially over the next few quarters,"
explained Standard & Poor's credit analyst Michael Listner.  
"Steady EBITDA growth will be necessary in order to avoid a
covenant violation."
     
With operating conditions across the gaming industry challenged by
a weak economy, S&P are concerned about the company's growth
prospects, even with the introduction of table games at its
Mountaineer Park facility at the end of 2007.  Moreover,
Mountaineer Park, which contributes more than half of MTR
Gaming's EBITDA, is expected to face additional competition from
Majestic Star Pittsburgh when its facility opens in the second
half of 2009.
     
The 'B+' rating reflects MTR's high levels of debt leverage and
the competitive threat posed by the Pennsylvania gaming market to
the company's largest gaming property--The Mountaineer Casino,
Racetrack & Resort in Chester, West Virginia.  These concerns are
somewhat tempered by the solid operating performance at the
company's newest property, Presque Isle Downs in Erie,
Pennsylvania.


NARROWSTEP INC: Rothstein Kass Expresses Going Concern Doubt
------------------------------------------------------------
Rothstein, Kass & Company raised substantial doubt about the
ability of Narrowstep, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Feb. 29, 2008.  

The auditor pointed to the company's reported losses from
operations, accumulated deficit, its significant amount of
utilized cash from operations, and its need of additional
financing to fund future operations.

Currently, the company has no commitments in place for additional
financing, nor can assurances be given that the financing will be
available.

The company has a working capital surplus of about $3,771,000 and
has utilized cash from operations over the past two fiscal years
of about $14,124,000.

                    Merger with Onstream Media

On May 29, 2008, the company entered into an Agreement and Plan of
Merger with Onstream Media Corporation, a Florida corporation,
Onstream Merger Corp., a newly formed Delaware corporation and a
wholly owned subsidiary of Onstream (Merger Sub) and W. Austin
Lewis IV, as stockholder representative for the company's
stockholders.  Pursuant to the terms and subject to the conditions
set forth in the Merger Agreement, Onstream will acquire the
company by means of a merger of Merger Sub with and into the
company, with the company continuing as the surviving corporation
and a wholly owned subsidiary of Onstream after the Merger.

At the effectiveness of the Merger, each outstanding share of the
company's common stock, other than shares held by stockholders who
have perfected their appraisal rights under Delaware law, shares
held by Onstream and shares held by any subsidiary of the company,
will be converted into shares of Onstream common stock, par value
$0.0001 per share based on an exchange ratio.

In connection with the conditions to closing set forth in the
Merger Agreement, the company has entered into subscription
agreements with three of its major stockholders, including Mr.
Lewis and David C. McCourt, the company's chairman and interim
chief executive officer.  Under the Subscription Agreements, the
three stockholders agreed to purchase immediately prior to the
Merger shares of a to-be-established Series A Preferred Stock at a
purchase price of $100,000 per stockholder.

Each stockholder is expected to receive 10,000 shares of Series A
Preferred Stock.  Holders of the Series A Preferred Stock will be
entitled to the dividends, if any, as may be declared by the Board
of Directors out of funds legally available therefore (no
dividends are expected to be paid under the terms of the
Restructuring Plan), will not have any voting rights (except to
the extent required by applicable law), will have no right to
convert the Series A Preferred Stock into shares of the company's
common stock or any other of its securities and will have no right
to force the company's redemption or repurchase of the Series A
Preferred Stock.  It is expected that the company will file a
certificate of designations establishing the terms of the Series A
Preferred Stock with the Secretary of State of Delaware shortly
prior to the closing of the Merger.

The Merger is subject to customary closing conditions, including
obtaining the approval of the company's and Onstream's
stockholders.  The Merger Agreement may be terminated under
certain specified events, including by either Onstream or the
company if the Effective Time has not occurred on or prior to
Oct. 31, 2008.

If the Merger Agreement is terminated under certain circumstances
specified in the Merger Agreement, the company may be required to
pay a termination fee of $377,000 to Onstream.  Both the company
and Onstream have entered into voting agreements pursuant to which
several significant stockholders have agreed to vote their shares
in favor of the adoption of the Merger Agreement.  Pursuant to the
Voting Agreements, the holders of about 35% of the company's
common stock presently outstanding and about 42% of the Onstream
Common Stock presently outstanding have agreed to vote their
shares in favor of the adoption of the Merger Agreement.

                            Financials

The company posted a net loss of $14,640,942 on total revenues of
$5,559,042 for the year ended Feb. 29, 2008, as compared with a
net loss of $7,061,474 on total revenues of $4,369,117 in the
prior year.

At Feb. 29, 2008, the company's balance sheet showed $8,465,164 in
total assets, $1,878,256 in total liabilities, and $6,586,908 in
total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?2e53

                       About Narrowstep Inc.

Headquartered in London, England, Narrowstep Inc. -- (OTC BB:
NRWS) -- http://www.narrowstep.com/-- provides broadband  
television services. Narrowstep's proprietary technologies and
customer-focused services enable TV channels to be delivered over
the Internet.  The company's telvOS(TM) and nBed(TM) technologies
enable the most comprehensive delivery of video to mobile,
wireless, Internet, broadband, VOIP and entirely new IP-delivered
broadcast services.


NLRC: Files Creditor Protection under BIA, Might Sell Assets
------------------------------------------------------------
Newfoundland and Labrador Refining Corporation filed a Notice of
Intention to Make a Proposal pursuant to the Bankruptcy and
Insolvency Act.  This will provide NLRC with a stay of proceedings
against actions by creditors while it formulates a proposal for
restructuring.

This action was necessitated when SNC Lavalin, a contractor
providing environmental and engineering services, served NLRC on
June 19 with notice of proceedings in the Supreme Court of
Newfoundland and Labrador seeking to have NLRC adjudged a
bankrupt.

NLRC intends to oppose the applications of SNC Lavalin.  NLRC
management is working with its advisors to determine the optimum
method of restructuring, which may include the sale of its assets.

A further update will be provided at a later date once key
decisions are made.  

With the exception of its dispute with SNC Lavalin, NLRC has been
in discussions with its creditors to resolve and restructure its
debt arising from the challenges in sourcing financing due to the
deterioration of North American finance markets earlier this year.

NLRC remains encouraged by the economic fundamentals of the
proposed project and continues to pursue several potential
alternatives to attract financing and partners.

                           Altius' Stake

Altius Minerals Corporation, a part owner in NLRC, said it will
assess whether adjustments to the carrying value of this
investment is warranted in light of the development.

Altius owns 39.6% shares in NLRC.  Altius' investment in NLRC as
at June 20, 2008 totals $52.2 million, including $22.1 million in
equity and a $30.1 million convertible demand debenture secured by
the assets of NLRC.

There can be no assurance that all or any of Altius' investment
will be recovered.  Altius will provide additional information as
it becomes available.

            About NLRC and Altius Minerals Corporation

Newfoundland and Labrador Refining Corporation is into feasibility
study of the development of a 300,000 barrel per day advanced oil
refinery in southeastern Newfoundland.
   
Headquartered in Canada, Altius Minerals Corporation (TSX:ALS) --
http://www.altiusminerals.com/-- is engaged in the generation and  
acquisition of interests in projects related to natural resources
opportunities in the Province of Newfoundland and Labrador.   
Altius holds a 10% interest in the Labrador Nickel Royalty Limited
Partnership, which holds a 3% net smelter return royalty interest
in the Voisey's Bay nickel-coppercobalt project in Labrador.  It
also holds approximately 9.9% interest in the Aurora Energy
Resources Inc., and the Aurora Royalties.  Altius owns an
approximate 24.3% interest in Rambler Metals & Mining Plc, which
is carrying out advanced exploration of the Rambler Project.
It also holds an approximate 17.5% interest in Paragon Minerals
Corporation, which is an exploration company.
Suite 300, 53 Bond Street


NITRO PETROLEUM: April 30 Balance Sheet Upside-Down by $1,508,782
-----------------------------------------------------------------
Nitro Petroleum Inc.'s balance sheet at April 30, 2008, showed
$1,598,938 in total assets and $3,107,720 in total liabilities,
resulting in a $1,508,782 total stockholders' deficit.

At April 30, 2008, the company's balance sheet also showed
strained liquidity with $733,879 in total current assets available
to pay $3,107,720 in total current liabilities.

The company reported a net loss of $242,189 on total revenues of
$84,193 for the first quarter ended April 30, 2008, compared with
a net loss of $116,532 on total revenues of $58,357 in the same
period ended April 30, 2007.

Full-text copies of the company's financial statements for the
quarter ended April 30, 2008, are available for free at:

               http://researcharchives.com/t/s?2e81

                       Going Concern Doubt

Killman, Murrell & Company, P.C., in Odessa, Texas, expressed
substantial doubt about Nitro Petroleum Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Jan. 31, 2008.  The auditing firm
pointed to the company's significant operating losses.

                      About Nitro Petroleum

Based in Oklahoma City, Okla., Nitro Petroleum Inc. (OTC BB: NTRO)
-- http://www.nitropetroleum.com/-- is an independent, energy  
company engaged in the acquisition, exploitation and development
of oil and natural gas properties in the Southern United States.


ORAGENICS INC: Closes $2.6 Mil. Equity Financing
------------------------------------------------
Oragenics Inc. closed on its equity financing of $2,600,000.  As a
result of the closing, the company will issue 5,777,778 shares of
common stock and warrants to acquire 5,777,778 million shares of
common stock at an exercise price of $1.30 per share to the
purchasers.

"We are very pleased that we were able to close this expected
financing on a timely basis and obtain the approval from the
American Stock Exchange for the listing of the additional shares,"
Stanley B. Stein, the company's President and CEO, stated.  "With
this financing we are able to continue our commitment to deliver
shareholder value through the development and commercialization of
our products."

Headquartered in Alachua, Florida, Oragenics Inc. (AMEX: ONI) --
http://www.oragenics.com/-- operates as an early-stage   
biotechnology company in the United States.  Founded in 1996, it
primarily focuses on developing technologies associated with oral
health, broad spectrum antibiotics, and other general health
benefits.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2008,
Kirkland Russ Murphy & Tapp, PA, exressed substantial doubt about
the Oragenics Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2007.  The auditing firm pointed to the company's
recurring operating losses, negative operating cash flows and
accumulated deficit.

The company's operating activities used cash of $531,881 for the
three months ended March 31, 2008.


OWENS CORNING: Reports NYSE Listing of Series B Warrants
--------------------------------------------------------
Owens Corning disclosed that its Series B Warrants are now listed
on the New York Stock Exchange under the symbol OCWSB.

Owens Corning issued the Series B Warrants, along with its Series
A Warrants, in October 2006 in connection with the company's
emergence from asbestos-related Chapter 11.  The Series B Warrants
are exercisable for approximately 7.8 million shares of the
company's common stock at an exercise price of $45.25 per share.

The Series A Warrants are exercisable for approximately
17.5 million shares of the company's common stock at an exercise
price of $43.00 per share.  Because the number of holders of
Series A Warrants is below the number required by the applicable
NYSE listing standards, the Series A Warrants are not listed on
the New York Stock Exchange.

The Series A and B Warrants are exercisable at any time and will
expire on Oct. 31, 2013.

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP. On Sept. 28, 2006,
the Honorable John P. Fullam, Sr., of the U.S. District Court for
the Eastern District of Pennsylvania affirmed the order of
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirming Owens Corning's Sixth Amended Plan
of Reorganization.  The Plan took effect on Oct. 31, 2006, marking
the company's emergence from Chapter 11.

                     *     *     *

As reported by the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service downgraded the debt ratings of Owens
Corning to Ba1.  The ratings downgrade was prompted by the adverse
effects of the homebuilding contraction on Owens Corning's
financial performance and credit profile.  At the same time a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-2 were assigned.  The ratings outlook is negative.


PATIENT SAFETY: Chief Executive William Adams Named Board Member
----------------------------------------------------------------
William M. Adams, Patient Safety Technologies Inc.'s Chief
Executive Officer, was appointed to the Board of Directors of the
company to replace Arnold E. Spangler, who resigned from his
position as a member of the Board and all committees of the Board
effective June 11, 2008.  Mr. Adams will not receive any
additional compensation for his service on the Board.

Except for his compensation as an officer of the company, since
Jan. 1, 2007, there has been no transaction or any currently
proposed transaction, to which the company was or is to be a
party, in which Mr. Adams had or is to have a direct or indirect
material interest.  There are no family relationships between Mr.
Adams and any of the company's directors, executive officers or
persons nominated or charged by the company to become directors or
executive officers.

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

                        Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
expressed substantial doubt about Patient Safety Technologies
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company has
reported recurring losses from operations through Dec. 31, 2007,
and has a significant accumulated deficit and a significant
working capital deficit at Dec. 31, 2007.


PRC LLC: Court Confirms Chapter 11 Joint Plan of Reorganization
---------------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York confirmed PRC LLC and its debtor-
affiliates' Chapter 11 Joint Plan of Reorganization.

At the hearing, Judge Glenn ruled that PRC had met all of the
statutory requirements to confirm its Plan.  With this action,
PRC is set to complete its restructuring and emerge from Chapter
11 protection in the coming weeks.

Upon consummation of the Plan and PRC's emergence from Chapter 11,
a significant part of PRC's debt will be converted into equity and
PRC's prepetition senior and second lien secured lenders will
become PRC's equity holders through a private holding company.  
PRC's current equity interests will be canceled and prepetition
equity holders will receive no distribution under the plan.  Other
creditors will receive distributions as provided under the plan.

"Receiving the Court's approval of our Plan of Reorganization
after just five months of restructuring is a testament to the
dedication of our employees and to the confidence that our clients
have shown in us," said Jerry McElhatton, PRC's CEO.  "By
restoring PRC's stability and financial strength, we will emerge
as a much healthier company poised for growth and success.  I want
to thank our clients for their support and commend the PRC team
and our creditor groups for their efforts."

Mr. McElhatton added, "We accomplished what we set out to do
at the start of this process, namely making the Company cash flow
positive, de-leveraging our balance sheet and improving the
Company's operations and efficiency.  We are now well positioned
to compete effectively in the marketplace and continue to exceed
the high standards of our clients and their customers."

A new Board will be formed on PRC's emergence from Chapter 11 to
assume responsibility for the direction and management of PRC.  
Mr. McElhatton and four directors chosen by the prepetition
secured lenders will be the initial directors.

The company noted that it expects the plan of reorganization
to be consummated and for PRC to emerge from Chapter 11 in late
June or early July.

                        Objections Resolved

Among the parties that filed objections to the confirmation to
the PRC Plan are (i) Bank of America, N.A., (ii)
IAC/InteractiveCorp, (iii) BGTX Project, L.P., (iv) A&E Partners
Holding, LLC, (v) A&E Partners Holding I, LLC, (vi) and Sally
Duran.  

The Debtors have agreed with IAC to resolve certain causes of
action pursuant to Section 547 of the U.S. Bankruptcy Code, claims
under the Debtors' Transition Services Agreement with IAC, and
certain issues with respect to an escrow account created in
connection with Purchase Agreement by Panther/DCP Acquisition,
LLC, of IAC's 100% interest in PRC, LLC.  IAC, accordingly,
withdrew its objection to the Plan confirmation and agreed to
withdraw Claim No. 372, asserting $22,742,100 with respect to the
Agreements.

With respect to the Confirmation Objections, the Court rules
that:

   -- Claim No. 331 filed by Bank of America under the ISDA
      Master Agreement between PRC, LLC, and BofA, as amended,
      will have the same priority as an Allowed Prepetition First
      Lien Claim and will be treated as a Class 4 Claim;

   -- liens asserted by BGTX will be resolved by further Court
      order or by agreement between the Debtors or Reorganized
      Debtors and BGTX;

   -- nothing in the Plan or the Confirmation Order alters or
      amends the insurance policies issued by ACE American
      Insurance Company, ACE Property & Casualty Insurance
      Company, and Illinois Union Insurance Company and other
      members of the ACE group or the rights and obligations of
      ACE and the Debtors, Reorganized Debtors and the Estate
      Representative under applicable non-bankruptcy law;

   -- In full and final settlement of any causes of action
      against IAC, and its obligations under the Transition
      Services Agreement:

         * IAC will pay $2,500,000 to the Debtors without delay;

         * the Debtors are enjoined from seeking any amounts from
           IAC for services rendered pursuant to the Transition
           Services Agreement provided that, the Employee
           Coverage will remain in full force pursuant to the
           terms of the Transition Services Agreement.

         * the Debtors will give instructions pursuant to the
           terms of the Escrow Agreement to release to IAC all
           amounts in the Escrow Account other than $1,350,000,
           which will be available solely to satisfy claims made
           pursuant to the Purchase Agreement and the Escrow
           Agreement.

All objections to the Plan that have not been withdrawn, waived,
deferred or settled, and all reservations of rights pertaining to
the confirmation of the Plan are overruled on their merits.

                      Second Plan Supplement

On June 19, 2008, the Debtors also delivered to the Court their
Second Supplement to the Plan Supplement Exhibits, which include
(1) an addendum to Schedule 8.01 (B) of the Plan, representing an
Agreement Relating to Assumption and Cure with A&E Holdings, LLC
and A&E Holdings I, LLC; (2) an amended Material Terms of the
Postconfirmation Unsecured Note; and (3) a blackline of the
changes made to the Material Terms of the Postconfirmation
Unsecured Note following the Court's ruling at the confirmation
hearing.

A full-text copy of the Plan Second Supplement is available for
free at http://researcharchives.com/t/s?2e8c

A full-text copy of the PRC Confirmation Order is available for
free at http://researcharchives.com/t/s?2e8d

A full-text copy of the Findings of Fact and Conclusions of Law
on the PRC Plan is available for free at:

              http://researcharchives.com/t/s?2e8e

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer    
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROBE MFG: March 31 Balance Sheet Upside-Down by $144,004
---------------------------------------------------------
Probe Manufacturing Inc.'s balance sheet at March 31, 2008, showed
$2,368,194 in total assets and $2,512,198 in total liabilities,
resulting in a $144,004 total stockholders' deficit.

The company reported net income of $108,065 on sales of $2,185,444
for the first quarter ended March 31, 2008, compared with net
income of $38,951 on sales of $1,877,090 in the same period last
year.

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?2e77
  
                       Going Concern Doubt

Jaspers + Hall, PC, in Denver, exressed substantial doubt about
Probe Manufacturing Inc.'s ability to continue as a going concern
after reviewing the company's financial statements for the three
month period ended March 31, 2008.  The auditing firm pointed to
the company's shareholders' deficit of $144,004 as of March 31,
2008.

                    About Probe Manufacturing

Headquartered in Lake Forest, Calif., Probe Manufacturing Inc.
(OTC BB: PMFI) -- http://www.probemi.com/-- provides a full range  
of electronics manufacturing and supply chain management services
to some of the world's leading aerospace, industrial, automotive,
alternate energy, hybrid, and medical device manufacturing firms.


QUEBECOR WORLD: Seeks to Assume Dex Media Printing Deal
-------------------------------------------------------
Debtor Quebecor World (USA) Inc., and Dex Media, Inc., are
parties to a master agreement for printing services, dated
March 31, 2005.  The printing agreement provides for QWUSA to
print telephone directories for Dex through Dec. 31, 2014.  
Sales volume of the printing agreement was estimated at about
$200,000,000, Michael J. Canning, Esq., at Arnold & Porter LLP,
in New York, related.

Because of significant events since the parties entered into the
agreement, they have discussed and agreed to certain changes to
the printing agreement to meet their business needs, correct
certain errors in the initial agreement, modify the schedules to
the printing agreement, and expand the scope of the business
relationship.

Under the amended agreement, the term of the printing agreement
will be extended by one year, through Dec. 31, 2015.  The
amended agreement also provides for the expansion of the products
to be manufactured by QWUSA.  Incremental sales associated with
the additional products are forecast at $25,000,000, over the
term of the agreement, Mr. Canning said.  The amendments also
resolve certain open issues between the parties related to the
timing of future scheduled work.

The Debtors seek the permission of the U.S. Bankruptcy Court for
the Southern District of New York to amend the agreement and
assume the agreement, as amended.

Mr. Canning said the Debtors do not have any cure payments or
obligations to satisfy in connection with the assumption of the
agreement.  He contended that the amendments will provide QWUSA
with substantial revenue and earnings.

                       About Quebecor World

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

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

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

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

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

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

The company has until Sept. 30, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

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


QUEBECOR WORLD: Incurs $190 Mil. Net Loss in First Quarter 2008
---------------------------------------------------------------
The consolidated revenues of Quebecor World Inc. and its debtor-
affiliates for the first quarter of 2008 were $1.26 billion, a
9.2% decrease when compared to $1.39 billion for the same period
in 2007.  Excluding the impact of currency translation, revenues
were $1.20 billion for the quarter, down 13.6% compared to the
same period in 2007.  The decrease in revenues resulted from plant
closures, the impact of the Insolvency Proceedings, decreased
volumes and continued price pressures.  

In the first quarter of 2008, Adjusted EBIT decreased to
$34.8 million compared to $11.2 million for the same period in
2007.  Adjusted EBIT margin was negative 2.8% for the first
quarter, compared to 0.8% for the same period in 2007.  These
results were impacted by the loss on abandonment of business and
disposals of $32.0 million related to the UK subsidiary placed
into administration.

The Debtors incurred a net loss of $190.0 million for the first
quarter ended March 31, 2008.

Paper sales, excluding the effect of currency translation,
decreased by 17.7% for the first quarter of 2008, compared
to the same period in 2007.  Although the variance in paper sales
has an impact on revenues, it has little impact on operating
income because the cost is generally passed on to the customer.  
Most of the Debtors' long-term contracts with its customers
include price-adjustment clauses based on the cost of materials in
order to minimize the effects of fluctuation in the price of
paper.  Cost of sales for the first quarter of 2008 decreased by
8.1% to $1.08 billion compared to $1.18 billion for the
corresponding period in 2007.  The decrease compared to the first
quarter of 2007 is explained mostly by decreases in sales volume
and labor costs.  Gross profit margin was 14.5% in the first
quarter of 2008 compared to 15.6% in 2007.  

Excluding the negative impact of currency, gross profit margin
increased to 14.8% in the first quarter of 2008.  Selling, general
and administrative expenses for the first quarter of 2008 were
$114.0 million compared with $113.4 million for the same period in
2007.  Excluding the unfavorable impact of currency translation of
$6.7 million, selling, general and administrative expenses
decreased by 5.4% compared to the same period last year.

Securitization fees were nil for the first quarter of 2008,
compared to $5.9 million for the first quarter of 2007.  The
variation is explained by the termination of the North American
program as of Jan. 23, 2008 as well as the termination of the
European program in December 2007, which was then replaced by the
European factoring program included on the Debtors' balance sheet.  
Depreciation and amortization expenses were $71.7 million in the
first quarter of 2008, compared with $75.2 million for the same
period in 2007.

Loss on abandonment of business and disposals for the first
quarter of 2008 was $32.0 million and related to the abandonment
of its UK subsidiary placed into administration.  The loss of
$11.0 million in 2007 was attributable to the disposal of the
Lille, France facility.  During the first quarter of 2008, the
Debtors recorded impairment of assets, restructuring and other
charges of $39.4 million, compared to $29.5 million for the same
period in 2007.  The charge for the quarter was mainly related to
the closure and consolidation of facilities in North America as
well as the impairment of long-lived assets in North America and
Europe.

Financial expenses were $82.0 million in the first quarter of
2008, compared to $33.9 million for the same period in 2007.  The
increase is mainly due to the amortization of financing costs of
$53.9 million and by the effect of higher interest rates on the
DIP facility and a higher level of debt, partially offset by net
gains on foreign exchange.  The Debtors recorded Reorganization
items which represent post-filing expenses, gains and losses, and
provisions for losses that can be directly associated with the
reorganization and restructuring of the Applicants.  The total
expense for the first quarter of 2008 is $14.2 million.  The cash
flow usage amounts to $3.9 million and relates primarily to
professional fees.  

Income tax expense was $17.2 million in the first quarter of 2008,
compared to a recovery $14.1 million for the same period in 2007.  
Income tax expense before IAROC was $15.8 million in the first
quarter of 2008, compared to a recovery of $7.7 million for the
same period last year.  For the first quarter ended March 31,
2008, the Debtors reported a loss per share of $1.29 compared to a
loss per share of $0.34 for the same period in 2007. These results
incorporated IAROC, net of income taxes, of $38.0 million or $0.26
per share compared with $23.1 million or $0.17 per share for the
same period in 2007.  Adjusted loss per share was $1.03 in the
first quarter of 2008 compared to $0.17 in the same period of
2007.

The Debtors' consolidated balance sheet showed total assets of
$4.2 billion, total liabilities of $4.7 billion, and total
stockholders' deficit of $508.7 million as of March 31, 2008.

                      Long-Term Debt Default

On Jan. 16, 2008, since the Debtors have not obtained the $125.0
million of new financing, as had been required under the terms of
the revolving bank facility and North American securitization
program waivers, the Debtors became in default under its revolving
bank facility, its Equipment financing facility and its North
American securitization program.  Upon filing for creditor
protection in the Insolvency Proceedings on Jan. 21, 2008, the
Debtors became in default under substantially all of its other
debt agreements and instruments.

Liquidity risk is the risk that the company will not be able to
meet its financial obligations as they fall due or the risk that
these financial obligations be met at excessive cost.  The Debtors
is under creditor protection as of Jan. 21, 2008.

A full-text copy of the Debtors' first quarter 2008 press release
and financial highlights is available for free at:
http://ResearchArchives.com/t/s?2e64

A full-text copy of the Debtors' first quarter 2008 financial
statements is available for free at:
http://ResearchArchives.com/t/s?2e65

A full-text copy of the Debtors' first quarter 2008 management
discussion and analysis is available for free at:
http://ResearchArchives.com/t/s?2e66

                       About Quebecor World

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

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

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

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

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

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

The company has until Sept. 30, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

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


REATA PETROLEUM: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Reata Petroleum Corporation
        21804 US Highway 6
        Sterling, CO 80751

Bankruptcy Case No.: 08-18564

Description: Kathy Sanger, president, filed the petition on the
             Debtor's behalf.

Chapter 11 Petition Date: June 18, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman , Esq.
                  (jweinman@epitrustee.com)
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Estimated Assets: $1,937,578

Estimated Debts:  $4,863,067

A copy of the Debtor's petition with list of unsecured creditors
is available for free at http://bankrupt.com/misc/cob08-18564.pdf


REMGRIT REALTY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Remgrit Realty, Inc.
        323 North Avenue
        Bridgeport, CT 06606

Bankruptcy Case No.: 08-50515

Type of Business: The Debtor operates a real estate company.

Chapter 11 Petition Date: June 16, 2008

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Matthew K. Beatman
                  (MBeatman@zeislaw.com)
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Telephone (203) 368-4234

Estimated Assets: $500,001 to $1 million

Estimated Debts: $10,000,001 to $50 million

A copy of Debtor's petition and a list of 13 of its largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/ctb08-50515.pdf


RESIDENTIAL CAPITAL: DBRS Assigns 'CCC' Rating on 8.500% Sr. Notes
------------------------------------------------------------------
DBRS has downgraded the Issuer Rating of Residential Capital, LLC
to CCC from B(low).  Concurrently, DBRS has downgraded the
existing senior unsecured notes to CC(high) from CCC and the
existing subordinate unsecured notes to CC(high) from CCC(low).  
Further, DBRS has assigned a CCC rating to the newly issued 8.500%
Senior Secured Guaranteed Notes due 2010 and has assigned CC
(high) to the 9.625% Junior Secured Guaranteed Notes due 2015.  
The trend on all ratings is Negative.  Finally, the existing
ratings have been removed from Under Review with Negative
Implications.  

The rating actions follow DBRS's review of ResCap's new debt and
balance sheet structure and its maturity profile, which is the
result of the recent debt tender and exchange offer and the
addition of the $3.5 billion secured credit facility provided to
ResCap by its ultimate parent, GMAC, LLC.  While DBRS recognizes
that the aforementioned transactions and the other liquidity
initiatives  combined with support gained from GMAC and its
shareholders  have improved ResCap's near-term liquidity profile,
in DBRS's opinion, the company still faces significant medium-term
liquidity pressures.  ResCap is reliant on asset sales to meet its
debt maturities and, given the current difficult market
conditions, DBRS is concerned that proceeds from the assets sales
may not be sufficient to satisfy its longer-dated obligations.  

Furthermore, these transactions have encumbered the vast majority
of the Company's assets, removing financial flexibility.  The
Issuer Rating factors in the selective default by ResCap, which
was the result of the debt exchange.  The notching between the
Issuer Rating, the Junior Secured Guaranteed Note due 2015 rating
and the outstanding unsecured rated debt reflects DBRS policy.  

Given the current environment, DBRS views ResCap's ongoing
business fundamentals as weak, as ResCap continues to face
pressures from the slowed U.S. housing market which has lowered
already depressed origination volume, thereby pressuring margins
and reducing earnings potential.

ResCap's new senior secured notes due in 2010 have been assigned
Recovery Ratings of RR4.  The RR4 reflects DBRS's expectations
that debtholders would experience an average recovery in the event
of default as GMAC has a priority lien to secure the revolving
facility.  Furthermore, the new Junior Secured Guaranteed Notes
due in 2015 and the legacy existing ResCap unsecured notes carry a
recovery rating of RR6, reflecting their poor recovery prospects
given the extent of the assets that have been pledged to the GMAC
facility and the new senior secured notes.  As a result, DBRS has
assigned these notes a rating of CC (high), two notches below
ResCap's Issuer Rating of CCC.

The trend remains Negative, reflecting the continued and
intensifying cash flow and balance sheet pressure ResCap is under
as its manages legacy portfolios and liquidates its assets.  


REVE SPC: Moody's to Review 11 Classes of Notes for Possible Cut
----------------------------------------------------------------
Moody's Investors Service placed its ratings of these notes issued
by REVE SPC Series 2007 on review for possible downgrade:

Class Description: Segregated Portfolio Series 10, $25,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due Sept. 20, 2014

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

Class Description: Segregated Portfolio Series 11, EUR 10,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due Sept. 20, 2014

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

Class Description: Segregated Portfolio Series 12, EUR 5,000,000
Dryden XVII Notes of Series 2007-2, Class C-2 due Sept. 20, 2014

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

Class Description: Segregated Portfolio Series 13, $20,000,000
Dryden XVII Notes of Series 2007-1, Class C-2 due Sept. 20, 2014

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

Class Description: Segregated Portfolio Series 14,
JPY 1,000,000,000 Dryden XVII Notes of Series 2007-2, Class D due
Sept. 20, 2014

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

Class Description: Segregated Portfolio Series 15, $10,000,000
Dryden XVII Notes of Series 2007-1, Class E due Sept. 20, 2014

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

Class Description: Segregated Portfolio Series 21, $90,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due March 20, 2017

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

Class Description: Segregated Portfolio Series 22, $30,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due March 20, 2017

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

Class Description: Segregated Portfolio Series 24, $15,000,000
Dryden XVII Notes of Series 2007-2, Class E due March 20, 2017

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

Class Description: Segregated Portfolio Series 25, $30,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due March 20, 2017

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

Class Description: Segregated Portfolio Series 41,
JPY 1,000,000,000 Dryden XVII Notes of Series 2007-1, Class B-2
due Sept. 20, 2014

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

Moody's explained that the rating action reflects deterioration in
the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate securities.


RHODE ISLAND HEALTH: S&P Chips Rating on $10.6MM 1994 Bonds to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-'
from 'BB' on Rhode Island Health and Educational Facilities
Building Corp.'s $10.6 million series 1994 bonds, issued for
Westerly Hospital.  The downgrade reflects extremely high
operating loss in 2007, coupled with continued losses year to
date, although management has made progress in reducing the
deficits, coverage is light and the balance sheet continues to
weaken in terms of declining liquidity and an aging physical
plant.  At the same time, the outlook remains negative since the
overall audited trend of operational and financial performance
remains depressed.
     
The 'BB-' rating reflects a significant operating loss again in
2007, and although fiscal-year-to-date 2008 performance looks more
promising with diminished losses, projected losses are still more
consistent with a 'BB-' rating.  In addition, the continued
weakening of the balance sheet in terms of a high-average age of
plant, and decreasing liquidity, with many years of negative
operations supported by a line of credit and operating reserves,
although debt remains moderate, are additional credit concerns.  
Even though there is minimal direct competition, there is
outmigration, and the hospital has experienced a three-year
general decline across the board in volume indicators.
      
"While Westerly has some remaining balance sheet strength and is
showing signs of diminished losses year to date, the overall trend
has been negative for an extended period," said Standard & Poor's
credit analyst Cynthia Keller Macdonald.  "At this rating level,
we expect Westerly to post modest operating losses and to retain
liquidity without significantly increased reliance on short-term
financing" added Ms. Keller Macdonald.
     
A lower rating would likely be driven by acceleration of operating
losses, a significant drop in liquidity, or increase in debt.  A
return to a stable outlook is premised on sustained operating
improvement beyond the interim period, combined with maintenance
of liquidity while making appropriate investments in plant.
     
Westerly Hospital is located in the city of Westerly ('AA-') in
the state of Rhode Island ('AA') where there are also several
other financially troubled stand-alone hospitals.  Westerly
admitted 4,199 inpatients in 2007, which was down almost 5% from
2006 levels.  Overall, the hospital has lost about 700 admissions
since 2005 when admissions almost reached 5,000.  Year to date
through April 30, 2008, Westerly has admitted 2,538 inpatients,
which is 3.6% above previous-year levels and above budget.  


RIVIERA HOLDINGS: S&P Holds Rating; Changes Outlook to Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Las
Vegas-based Riviera Holdings Corp. to negative from developing.  
Ratings on Riviera, including the 'B' corporate credit rating,
were affirmed.  Total debt outstanding at March 31, 2008 was
$225 million.
     
"The outlook revision reflects continuing softness in the Las
Vegas and Black Hawk, Colorado gaming markets through the first
quarter of 2008, and our expectation that these trends will
continue during the next few quarters as consumer spending is
negatively affected by the weak economy," noted Standard & Poor's
credit analyst Melissa Long.  "Riviera's operating performance has
been meaningfully affected by this softness, and we believe its
credit measures will weaken materially this year.  In addition,
Riviera is in the midst of a heightened capital spending program
aimed at renovating its Las Vegas- and, to a lesser extent, Black
Hawk-based properties."
     
S&P believe that the renovation investment makes sense for the
long term; however, the incremental spending is likely to result
in the need for revolver borrowings in 2008, as funding needs are
expected to exceed internally generated cash and the excess cash
that Riviera has on its balance sheet.  Thus, the capital spending
program will contribute to weaker credit measures in the short
term.
     
Riviera's bank credit agreement includes a leverage covenant that
would be violated if revolver borrowings exceed $2.5 million and
if total debt to EBITDA exceeds 6.5x. A violation of this covenant
is possible, given ongoing capital spending, if operating trends
weaken modestly from the first quarter pace and persist for a few
quarters.  While S&P would expect that the banks would amend the
covenant in the event of a violation given their adequate
collateral protection and because the weak performance is expected
to be temporary, financing costs for Riviera would likely rise
meaningfully under this scenario.  This would result in thinner
cash flow coverage of debt service, and availability under the
revolver could be limited, at least temporarily.
     
The 'B' rating reflects Riviera's high debt leverage, its small
portfolio of two casinos, the highly competitive markets in which
it operates, and the relatively newer and higher-quality resorts
of many of its competitors.


ROGERS COMMS: Fitch Lifts Sr. Sub. Notes Rating to BBB- from BB+
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings for Rogers Communications
Inc. as:

Rogers
  -- Issuer Default Rating to 'BBB' from 'BBB-';
  -- Senior unsecured notes to 'BBB' from 'BBB-';
  -- Senior subordinated notes at 'BBB-' from 'BB+'.

The Rating Outlook is Stable.  Approximately C$4.9 billion of debt
securities are affected by these actions.

The ratings upgrade reflects Rogers' continued strong financial
performance that has led to a strengthening of its credit measures
driven by greater revenues and increased profitability with the
wireless operations.  Fitch believes Rogers' mix of cable and
wireless assets competitively positions the company and allows for
revenue diversification through its robust bundled service offer.   
As a result, Fitch expects Rogers to continue its positive
operating momentum and sustain growth over the longer-term.  Past
deleveraging achieved through cash flow growth and debt reduction
efforts coupled with increased free cash flow has significantly
enhanced Rogers' financial flexibility.

Accordingly, Rogers has increased the cash returned to common
shareholders through higher dividends.  In addition, the company
has announced a stock repurchase program.  While Rogers management
has not provided specific guidance for financial policy targets,
with current expectations for growth, Fitch expects the company
will have material flexibility in maintaining leverage consistent
with a 'BBB' entity over the rating horizon.  Rogers leverage at
the end of the first quarter was 2.1 times.

The ratings upgrade also considers the large commitment the
company will likely make in the current Advanced Wireless Services
spectrum auction.  Total auction bidding is in the range of
C$3.9 billion with Rogers current aggregate bid in excess of
C$800 million primarily for 20 MHz spectrum licenses covering a
national footprint.  While the auction has not yet closed, bidding
has progressed where final auction results are not expected to
vary significantly.  As a result, Rogers should continue to
realize a competitive advantage in its spectrum position compared
to Bell Mobility and TELUS thus enabling Rogers to have a
significant amount of bandwidth and capacity for the longer-term
growth in wireless broadband data.  

Leverage is expected to rise modestly from the spectrum purchase,
although by the end of 2008, Fitch expects improvement back to 2x
range due to growth in the company's operating cash flow.  The
current auction spectrum price of over C$1.20 per MHz POP is
considerably higher than the $0.54 per MHz POP that U.S. carriers
paid for comparable AWS spectrum in 2006 and much closer to the
average per MHz POP price paid for the most recent 700 MHz
spectrum auction of $1.28.

In Fitch's opinion, the company's liquidity position is strong and
is supported by the stable free cash flow generation and the
availability under its C$2.4 billion unsecured credit facility.  
FCF for the last twelve months was approximately C$1.1 billion.  
Consequently, over the past several quarters, Rogers has
significantly increased its dividend to C$1.00 or approximately
C$600 million annually.  In addition, Rogers announced a Normal
Course Issuer Bid to repurchase approximately C$300 million of the
company shares.  Rogers will also begin to pay a materially higher
level of cash taxes over the next couple of years as the benefit
from available net operating losses lessen over time.

In July of last year, Rogers entered into a new C$2.4 billion
credit facility maturing in July 2013 as part of the intracompany
amalgamation of Rogers and its wholly owned subsidiaries Cable and
Wireless.  Availability under the facility at the end of the first
quarter 2008 was approximately C$1.3 billion.  Fitch expects the
company to use the availability on its revolver to fund its
expected purchase in the AWS spectrum auction.  Over the next
year, Fitch anticipates Rogers will refinance a significant
portion of the credit facility with longer term financing.  
Scheduled maturities over the next several years are minimal until
2011 when approximately C$1.1 billion of debt becomes due.


SAINT MICHAEL MOTOR: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Saint Michael Motor Express submitted to the U.S. Bankruptcy Court
for the Western District of Tennessee its schedules of assets and
liabilities, disclosing:

   Schedule                             Assets     Liabilities
   --------                           ----------   -----------
   A. Real Property
   B. Personal Property              $11,211,255
   C. Property Claimed as
      Exempt
   D. Creditors Holding                            $11,250,242
      Secured Claims
   E. Creditors Holding Unsec.                        $278,176
      Priority Claims
   F. Creditors Holding Unsec.                        $879,492
      Nonpriority Claims
                                      ----------   -----------
      TOTAL                          $11,211,255   $12,407,911

Jackson, Tennessee-based Saint Michael Motor Express provides
refrigerated trucking services.  It filed its chapter 11 petition
on May 22, 2008 (Bankr. W.D. Tenn. Case No. 08-11838).  Henry C.
Shelton, Esq., at Adams and Reese LLP, represents the Debtor in
its restructuring efforts.


SAINT MICHAEL MOTOR: Taps Adams and Reese as Counsel
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
gave Saint Michael Motor Express authority to employ Henry C.
Shelton, III, Esq., at Adams and Reese LLP as its counsel.

As of the bankruptcy filing, Adam and Reese was owed about $3,000
for work performed for the Debtor.

The Debtor told the Court that Mr. Shelton and Adam and Reese hold
no interest adverse to the Debtor, which would impact their
representation of the Debtor.  Adam and Reese does represent Altec
Capital Services LLC, H&P Leasing and Southern States Utility
Trailer Sales Inc., but the Debtor said the firm will not
represent these parties-in-interest in the bankruptcy case.

The firm can be reached at:

   Adams and Reese LLP
   80 Monroe Avenue, Suite 700
   Memphis, TN 38103
   Telephone: (901) 524-5271
   Facsimile: (901) 524-5371

Jackson, Tennessee-based Saint Michael Motor Express provides
refrigerated trucking services.  It filed its chapter 11 petition
on May 22, 2008 (Bankr. W.D. Tenn. Case No. 08-11838).  Henry C.
Shelton, Esq., at Adams and Reese LLP, represents the Debtor in
its restructuring efforts.  The Debtor listed $11,211,255 in
assets and $12,407,911 in liabilities in its schedules.


SAINT MICHAEL MOTOR: Creditors 341(a) Meeting Set June 25
---------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in the case of Saint Michael Motor Express at 1:30 p.m., on June
25, 2008, at 109 South Highland, Room 102 in Jackson, Tennessee.

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

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

Jackson, Tennessee-based Saint Michael Motor Express provides
refrigerated trucking services.  It filed its chapter 11 petition
on May 22, 2008 (Bankr. W.D. Tenn. Case No. 08-11838).  Henry C.
Shelton, Esq., at Adams and Reese LLP, represents the Debtor in
its restructuring efforts.  The Debtor listed $11,211,255 in
assets and $12,407,911 in liabilities in its schedules.


SAINT MICHAEL MOTOR: Gets Interim OK to Use DIP Financing
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
gave Saint Michael Motor Express interim permission to access
debtor-in-possession financing from Transportation Alliance Bank.

The Debtor related that its financial results have suffered
principally due to a downturn in the trucking business, the cost
of fuel, and its debt structure.  The Debtor said its cash
collections fell short of target during the first week of the
case, leaving the Debtor unable to meet essential administrative
expenses like fuel and payroll.

The Debtor said its primary source of funds for its daily
operations is TAB, which allows the Debtor to use cash collateral
pursuant to an interim order of the Court.

TAB, the Debtor said, agreed to extend an immediate loan of
$200,000.

The terms and conditions of the DIP loan agreement are:

   a. the Court will grant the Debtor's motion, authorize the
      loan and grant an administrative superpriority claim for
      the loan and its expenses;

   b. Ann M. Saia, Louis P. Saia and wife Cindy Saia will execute
      TAB's standard form guaranties for $200,000;

   c. the loan will bear interest at prime plus 5% and will
      become due in 180 days;

   d. Ann M. Saia will provide TAB with updated financial
      statement; and

   e. the loan will be paid and the $200,000 guaranties will be
      released upon receipt of $500,000 of proceeds from the sale
      of Louis Saia'a property, and will be pro rata released
      after TAB receives $300,000 in proceeds on its pre-existing
      $800,000 mortgage.

                        About Saint Michael

Jackson, Tennessee-based Saint Michael Motor Express provides
refrigerated trucking services through its 100 employees.  It
currently owns about 89 trucks with 140 refrigerated trailers,
both van and flat-bed.  All of the Debtor's shares is owned by
Louis P. Saia.  It filed its chapter 11 petition on May 22, 2008
(Bankr. W.D. Tenn. Case No. 08-11838).  Henry C. Shelton, Esq., at
Adams and Reese LLP, represents the Debtor in its restructuring
efforts.  The Debtor listed $11,211,255 in assets and $12,407,911
in liabilities when it filed for bankruptcy.


SCO GROUP: Exclusive Plan Filing Period Extended Through Aug. 11
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended the period at which The S.C.O. Group Inc. and
S.C.O. Operations Inc. can exclusively file their chapter 11 plan
through Aug. 11, 2008.

The Debtors' exclusive period for soliciting acceptances of the
plan was also extended through Oct. 13, 2008.

The Troubled Company Reporter related on May 21, 2008, that this
is the Debtors' second extension request.

As reported in the TCR on Feb. 12, 2008, the Bankruptcy Court
extended the Debtors' exclusive periods to file a chapter 11 plan
until May 11, 2008; and solicit acceptances of that plan until
July 11, 2008.

The Debtors believe that cause exists to have their deadlines
extended, because, among other things, the ruling of the District
Court of Utah will resolve a substantial unresolved contingency,
regarding the amount, if any, of the Debtors' liability to Novell,
Inc.  The ruling will, therefore, help all parties complete the
final negotiations and documentation for their deal.

The Deal reports that the Debtors' needed time to discuss and
formulate an investment scheme with Stephen Norris & Co. Capital
Partners LLP, a privately held equity firm.

Judge Gross trashed the only objection to the Debtor's plan filing
period extension motion filed by Novell Inc., The Deal says.  
Novell told the Bankruptcy Court that the August 11 extension
would allow little time before a district court could rule on a
dispute against the Debtors, The Deal notes.  Novell, The Deal
relates, said that should the Bankruptcy Court grant the second
extension, it should be the Debtors' last chance.

                  Background to the Novell Suit

The TCR - Intellectual Property Dispute reported on April 4, 2008,
that the U.S. District Court for the District of Utah was set to
commence trial on April 28, 2008 in The SCO Group Inc.'s copyright
infringement suit against Novell Inc.

On Jan. 20, 2004, SCO filed suit against the Company in the Third
Judicial District Court of Salt Lake County, State of Utah.  The
company later removed the action to the Utah District Court.  
SCO's original complaint alleged that the company's public
statements and filings regarding the ownership of the copyrights
in UNIX and UnixWare have harmed SCO's business reputation and
affected its efforts to protect its ownership interest in UNIX and
UnixWare.

The Utah District Court dismissed the original complaint, but
allowed SCO to file an amended complaint, which SCO did on July 9,
2004.  On July 29, 2005, the company filed an answer to the
amended complaint alleging slander of title and breach of
contract, and seeking declaratory actions and actual, special and
punitive damages.

On Feb. 3, 2006, SCO filed a second amended complaint alleging
violation of the non-competition provisions of the agreement under
which the company sold its Unix business to SCO, failure to
transfer all of the Unix business, copyright infringement, and
unfair competition.  SCO seeks to require Novell to assign all
copyrights that it has registered in UNIX and UnixWare to SCO, to
prevent it from representing that it has any ownership interest in
the UNIX and UnixWare copyrights, to require it to withdraw all
representations made regarding its ownership of the UNIX and
UnixWare copyrights, and to cause it to pay actual, special and
punitive damages in an amount to be proven at trial.

On March 10, 2006, the company moved to stay the case pending the
outcome of arbitration between the Company and SuSE Linux GmbH in
the International Court of Arbitration in France.  On Aug. 21,
2006, the District Court ordered that claims related to the SuSE
arbitration should be stayed but the case should proceed with the
rest of the claims.

The company has also moved for summary judgment asking the
District Court to rule that:

     (1) it retained the UNIX and UnixWare copyrights;

     (2. SCO has not met its burden of establishing special
         damages on its slander of title claim;

     (3) the company retained broad rights to waive SCO's contract
         claims against International Business Machines Corp.,
         and;

     (4) the portion of SCO's contract and unfair competition
         claims based on non-competition provisions should not
         proceed to a jury trial.

SCO has filed its own motions for summary judgment seeking a
ruling that it owns the UNIX and UnixWare copyrights, and that the
company's retained rights are much narrower than claimed.  The
District Court heard the foregoing motions on May 31, 2007 and
June 4, 2007, and took all motions under advisement. (Intellectual
Property Reporter, July 9, 2007)

On Aug. 10, 2007, the District Court granted summary judgment
determining that the company owns the UNIX copyrights.  The
District Court also ruled that the company is entitled to certain
royalties SCO received from Sun Microsystems Inc. and Microsoft
Corp. through their licenses.

The Debtors' chapter 11 petition filing on Sept. 14, 2007,
automatically stayed the action in the Utah Court.  On Oct. 4,
2007, the company moved to lift the automatic stay of the suit.
(Intellectual Property Reporter, Oct. 11, 2007)

The Bankruptcy Court has allowed the company to proceed with the
trial for the purpose of determining how much is owed to the
company from the license royalties.

                           About Novell

Based in Waltham, Mass., Novell Inc. (NASDAQ: NOVL) --
http://www.novell.com/-- develops, implements, and supports mixed  
source and open source software for use in business solutions.  
Its business units segments include: Open Platform Solutions,
Identity and Security Management, Systems and Resource Management,
and Workgroup.  Pursuant to an agreement and plan of merger, dated
Aug. 1, 2007, Novell acquired 100% of Senforce Technologies, Inc.
In March 2008, the company completed the acquisition of PlateSpin
Ltd.

                      About The S.C.O. Group

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc. -- http://www.sco.com/--   
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.  
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in these cases due to insufficient response
from creditors.  The Debtors' schedules showed total assets of
$9,549,519 and total liabilities of $3,018,489.


SILVA BOWLING: Case Summary & 34 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Silva Bowling Inc.
        dba Silva Lanes
        1352 Rufina Circle
        Santa Fe, NM 87505

Bankruptcy Case No.: 08-11994

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      ADS Bowling LLC                        08-11998

Type of Business: The Debtors operate a bowling sports center.

Chapter 11 Petition Date: June 20, 2008

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtors' Counsel: Daniel J. Behles, Esq.
                  (dan@behles.com)
                  226-A Cynthia Loop, Northwest
                  Albuquerque, NM 87114-1100
                  Tel: (505) 217-2764
                  Fax: (505) 217-2766

                        Total Assets   Total Debts
                        ------------   -----------
   Silva Bowling Inc.       $553,000    $4,058,852

   ADS Bowling LLC                $0    $5,882,896

A. A copy of Silva Bowling Inc.'s petition is available for
   free at http://bankrupt.com/misc/nmb08-11994.pdf

B. A copy of ADS Bowling LLC's petition is available for
   free at http://bankrupt.com/misc/nmb08-11998.pdf


SORIN CDO: Moody's Cuts Rating on $402MM Notes from Baa3 to Ba2
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by Sorin CDO V Ltd., and left on review
for possible further downgrade two of these ratings:

Class Description: $402,000,000 Class A-1S Senior Secured Floating
Rate Notes Due 2051

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

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

Class Description: $66,000,000 Class A-1J Senior Secured Floating
Rate Notes Due 2051

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

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

Class Description: $60,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

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

  -- Current Rating: Ca

Class Description: $27,000,000 Class A-3 Deferrable Secured
Floating Rate Notes Due 2051

  -- Prior Rating: Ca

  -- Current Rating: C

Sorin CDO V Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  The
rating actions taken today reflect continuing deterioration in the
credit quality of the underlying portfolio and the occurrence as
reported by the Trustee of an event of default that took place on
June 4, 2008.

The event of default was caused by a Class A-1
Overcollateralization Failure, as set forth in Section 5.1(i) of
the Indenture dated as of Nov. 21, 2006.  That event of default is
continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

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

The severity of losses of certain tranches may be different,
however, depending on the timing and choice of remedy to be
pursued following the default event.  Because of this uncertainty,
the ratings assigned to Class A-1S and Class A-1J Notes remain on
review for possible further action.


SPANISH BROADCASTING: Fails to Sustain Moody's B2 Ratings
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings for Spanish Broadcasting System,
Inc., both to B3 from B2.  Spanish Broadcasting's radio segment
faces secular, cyclical, and company specific operating
challenges, and its startup television business continues to
consume cash.

The downgrade reflects ongoing deterioration since Moody's last
lowered ratings in October 2007, and a consequent view that
weakness in radio operations and the delay in profitability of the
television operations has resulted in an inability to achieve the
necessary improvement in credit profile to sustain the former B2
rating.

Moody's also downgraded instrument ratings as shown below. The
rating outlook is stable.

Spanish Broadcasting System, Inc.

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to B3 from
     B2, LGD3, 49%

  -- 10 3/4% Series B Preferred Stock, Downgraded to Caa2 from
     Caa1, LGD6, 99%

Outlook: Stable

Spanish Broadcasting's B3 rating reflects high leverage, risk
related to its 2006 launch of MEGA TV, recent weakness in
operating performance of its radio segment, lack of scale and
significant revenue concentration in the New York, Los Angeles,
and Miami markets.

The TV launch creates execution risk and has resulted in a
material increase in leverage as the company strives to achieve
positive EBITDA from this still new initiative.  Spanish
Broadcasting's large market presence, good liquidity, and
favorable growth rates for the Hispanic media market and positive
Hispanic demographic trends support the rating.

Spanish Broadcasting System, Inc., headquartered in Coconut Grove,
Florida, owns and operates 21 radio stations and two television
stations targeting the Hispanic audience.  Its annual revenue is
approximately $180 million.


STRIKEFORCE TECH: March 31 Balance Sheet Upside-Down by $5,235,404
------------------------------------------------------------------
StrikeForce Technologies Inc.'s balance sheet at March 31, 2008,
showed $2,758,503 in total assets and $7,993,907 in total
liabilities, resulting in a $5,235,404 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,377,622 in total current assets
available to pay $5,897,516 in total current liabilities.

The company reported net income of $271,289 on revenues of $50,235
for the first quarter ended March 31, 2008, compared with a net
loss of $504,411 on revenues of $498,400 in the same period last
year.

The decrease in revenues was primarily due to the amount of one-
time sales of the company's newly developed GuardedID(R) keyboard
encryption and anti-keylogger technology that occurred in the
first quarter of 2007.

The increase in net income was primarily due to net mark to market
changes in the fair value of derivative financial instruments
relating to the convertible secured promissory notes.

Loss from operations before other income/expense increased to
$545,024 during the three months ended March 31, 2008, compared to
$158,627 in the same period last year, primarily due to the
decrease in revenues.

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?2e72

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Skillman, N.J.-based Li & Company, PC, expressed substantial doubt
about StrikeForce Technologies 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 auditor reported
that the company had an accumulated deficit and a working capital
deficiency at Dec. 31, 2007, and had a net loss and cash used in
operations for the year ended Dec. 31, 2007.

                  About StrikeForce Technologies

Headquartered in Edison, N.J., StrikeForce Technologies Inc.
(OTC BB: SKFT) -- http://www.strikeforcetech.com/-- helps to  
prevent identity theft online.  Its products protect consumers,
and businesses in "real time" against identity theft.


STRUCTURED ASSET: Moody's Cuts Ratings of 148 Tranches
------------------------------------------------------
Moody's Investors Service downgraded the ratings of 148 tranches
from 19 Option ARM transactions issued by Structured Asset
Mortgage Investments II Trust.  Forty one tranches remain on
review for possible further downgrade.  Additionally, 47 tranches
were placed on review for possible downgrade and 3 tranches were
confirmed.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR2

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Baa3 from A2

  -- Cl. M-5, Downgraded to Ba1 from A3

  -- Cl. M-6, Downgraded to Ba3 from A3

  -- Cl. M-7, Downgraded to B3 from Baa1

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR3

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B3 from A3

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently  
     Aa1

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Structured Asset Mortgage Investments II Trust 2005-
     AR4

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B2 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Structured Asset Mortgage Investments II Trust 2005-
     AR5

  -- Cl. B-4, Downgraded to Ba2 from Ba1

  -- Cl. B-5, Downgraded to Caa3 from B2

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR6

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: Structured Asset Mortgage Investments II Trust 2005-
     AR7

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A-3, Placed on Review for Possible Downgrade, currently    
     Aaa

  -- Cl. 4-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 6-A-2, Placed on Review for Possible Downgrade, currently    
     Aaa

  -- Cl. 6-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to A3 from Aa1

  -- Cl. B-2, Downgraded to Ba2 from Aa1

  -- Cl. B-3, Downgraded to B2 from Aa2

  -- Cl. B-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Ca from B3

  -- Cl. 1-B-2, Downgraded to Aa3 from Aa2

  -- Cl. 1-B-3, Downgraded to Baa2 from A1

  -- Cl. 1-B-4, Downgraded to B1 from Baa1

  -- Cl. 1-B-5, Downgraded to Ca from Ba2

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR8

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa2 from Aa1

  -- Cl. B-2, Downgraded to B2 from Aa2

  -- Cl. B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to Ca from Ba2

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR1

  -- Cl. B-2, Downgraded to Baa1 from Aa2

  -- Cl. B-3, Downgraded to Ba2 from Aa3

  -- Cl. B-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to Caa2 from Baa1

  -- Cl. B-6, Downgraded to Ca from Ba1

  -- Cl. B-7, Downgraded to Ca from Ba2

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR2

  -- Cl. B-1, Downgraded to A2 from Aa1

  -- Cl. B-2, Downgraded to B1 from Aa2

  -- Cl. B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to Caa2 from A3

  -- Cl. B-5, Downgraded to Caa3 from Baa1

  -- Cl. B-6, Downgraded to Ca from Ba2

  -- Cl. B-7, Downgraded to Ca from B3

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR3

  -- Cl. I-B-1, Downgraded to A1 from Aa1

  -- Cl. I-B-2, Downgraded to Ba3 from Aa1

  -- Cl. I-B-3, Downgraded to B2 from Aa2

  -- Cl. I-B-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-5, Downgraded to Caa2 from Baa1

  -- Cl. I-B-6, Downgraded to Ca from Ba1

  -- Cl. I-B-7, Downgraded to Ca from Ba3

  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-2A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-4A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-2X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-4X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-B-1, Downgraded to B1 from Aa2

  -- Cl. II-B-2, Downgraded to Caa3 from Baa1

  -- Cl. II-B-3, Downgraded to Ca from B1

  -- Cl. III-MX, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. III-B-1, Downgraded to Baa3 from Aa2

  -- Cl. III-B-2, Downgraded to B2 from A3

  -- Cl. III-B-3, Downgraded to Ca from Ba1

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR4

  -- Cl. B-1, Downgraded to A1 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa2

  -- Cl. B-3, Downgraded to B2 from Aa3

  -- Cl. B-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa1

  -- Cl. B-7, Downgraded to Caa3 from Baa3

  -- Cl. B-8, Downgraded to Ca from Ba1

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR5

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M-X, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. B-1, Downgraded to Baa2 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa2

  -- Cl. B-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa3

  -- Cl. B-7, Downgraded to Ca from Ba2

  -- Cl. B-8, Downgraded to Ca from B1

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR6

  -- Cl. B-2, Downgraded to Aa3 from Aa1

  -- Cl. B-3, Downgraded to A2 from Aa1

  -- Cl. B-4, Downgraded to B1 from A1

  -- Cl. B-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to Caa2 from Baa3

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR7

  -- Cl. B-1, Downgraded to Aa2 from Aaa

  -- Cl. B-2, Downgraded to Baa1 from Aa1

  -- Cl. B-3, Downgraded to Ba1 from Aa1

  -- Cl. B-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa2

  -- Cl. B-7, Downgraded to Ca from Baa3

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR8

  -- Cl. B-1, Downgraded to Aa1 from Aaa

  -- Cl. B-2, Downgraded to A3 from Aa1

  -- Cl. B-3, Downgraded to Ba2 from Aa2

  -- Cl. B-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to Caa1 from Baa1

  -- Cl. B-9, Downgraded to Ca from Baa3

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR1

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-B-1, Downgraded to Aa2 from Aaa

  -- Cl. I-B-2, Downgraded to Ba1 from Aa1

  -- Cl. I-B-3, Downgraded to Ba3 from Aa1

  -- Cl. I-B-4, Downgraded to B1 from Aa2

  -- Cl. I-B-5, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-6, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-B-7, Downgraded to Caa1 from Baa3

  -- Cl. I-B-8, Downgraded to Ca from Ba2

  -- Cl. I-B-9, Downgraded to Ca from Ba3

  -- Cl. II-B-1, Downgraded to B2 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-2, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-3, Downgraded to Caa3 from Ba1

  -- Cl. II-B-4, Downgraded to Ca from Ba3

  -- Cl. II-B-5, Downgraded to Ca from Caa2

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR2

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-B-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-B-3, Downgraded to Caa2 from Baa2

  -- Cl. I-B-4, Downgraded to Ca from Ba1

  -- Cl. I-B-5, Downgraded to Ca from B3

  -- Cl. II-MX, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. II-B-2, Downgraded to A1 from Aa3

  -- Cl. II-B-3, Downgraded to Baa3 from A3

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR3

  -- Cl. II-A-3A, Placed on Review for Possible Downgrade,  
     currently Aaa

  -- Cl. Underlying II-A-3B, Placed on Review for Possible
     Downgrade, currently Aaa

  -- Cl. I-B-3, Confirmed at Aa1

  -- Cl. I-B-4, Confirmed at Aa2

  -- Cl. I-B-5, Confirmed at Aa3

  -- Cl. I-B-8, Downgraded to Ba2 from Ba1

  -- Cl. I-B-9, Downgraded to Ca from Ba2

  -- Cl. II-B-1, Downgraded to Baa3 from Aa1

  -- Cl. II-B-2, Downgraded to Ba3 from Aa3

  -- Cl. II-B-3, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-B-4, Downgraded to Ca from Ba2

  -- Cl. II-B-5, Downgraded to Ca from Ba3

  -- Cl. II-B-6, Downgraded to Ca from Caa2

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR6

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     A1

  -- Cl. B-5, Placed on Review for Possible Downgrade, currently   
     A2

  -- Cl. B-6, Placed on Review for Possible Downgrade, currently
     A3

  -- Cl. B-7, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. B-8, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-9, Placed on Review for Possible Downgrade, currently
     Baa3


STUDIO THEATRE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Studio Theatre School
        dba Studio Arena Theatre
        710 Main Street
        Buffalo, NY 14202
        Telephone (716) 856-8025

Bankruptcy Case No.: 08-12680

Type of Business: The Debtor is a not-for-profit theater
school                   
                  and production company.

Chapter 11 Petition Date: June 18, 2008

Court: Western District of New York (Buffalo)

Debtor's Counsel: Garry M. Graber
                  (ggraber@hodgsonruss.com)
                  Hodgson Russ LLP
                  The Guaranty Building, Suite 100
                  140 Pearl Street
                  Buffalo, NY 14202-4040
                  Telephone (716) 856-4000

Estimated Assets: $1,000,001 to $50 million

Estimated Debts: $1,000,001 to $50 million

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb08-12680.pdf


TALECRIS BIOTHERAPEUTICS: Moody's Confirms Caa1 CFR, Outlook Pos
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Talecris
Biotherapeutics, Inc. (Corporate Family Rating at Caa1 and PDR of
Caa1) and assigned a positive outlook.  At the same time, due to
updates in our assumptions using the Loss Given Default
Methodology, LGD assessments have been changed.  This concludes
the rating review that was initiated on Feb. 15, 2008.

The confirmation and positive outlook reflect our expectation that
the likelihood of a covenant default over the near-term is
diminished by the presence of a commitment from the sponsors to
provide equity to prevent a default.

The positive outlook also considers better than anticipated first
quarter EBITDA due in part to price increases as well as
improvement in licensing pace and progress made in center
development.  A successful ramp-up of internal plasma collection
capability is critical in light of the pending termination of a
large third-party plasma contract.

Diana Lee, a Senior Credit Officer at Moody's said, "Although
Talecris's liquidity remains weak, the probability that cash flow
will improve is rising."

Ratings confirmed (with changes to LGD assessments):

Talecris Biotherapeutics, Inc.

  -- Caa1 Corporate Family Rating

  -- Caa1, LGD3, 45% First lien term loan

  -- Caa2, LGD5, 80% Second lien term loan

  -- Caa1 PDR

Talecris Biotherapeutics, Inc. is a leading global manufacturer of
plasma-derived, protein-based products for individuals suffering
from life-threatening diseases.  Talecris began operations on
April 1, 2005, when the US assets of Bayer AG's worldwide plasma
derived products business were acquired by financial sponsors,
Cerberus Capital Management and Ampersand Ventures.


TRINITY CARPET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Trinity Carpet Brokers, Inc.
        dba Trinity Carpet & Flooring
        fdba Trinity Carpet USA, Inc.
        fdba Trinity Carpet Brokers of Beaverton, Inc.
        2690 S.E. Mailwell Drive
        Milwaukie, Oregon 97222

Bankruptcy Case No.: 08-33007

Type of Business: The Debtor offers flooring services in the
                  Pacific Northwest States of Oregon, Washington
                  and California.
                  See: http://www.trinitycarpet.com/

Chapter 11 Petition Date: June 20, 2008

Court: District of Oregon

Judge:Randall L. Dunn

Debtors' Counsel: Barry P. Caplan, Esq.
                   (barry@sussmanshank.com)
                  Sussman Shank LLP
                  1000 S.W. Broadway #1400
                  Portland, Oregon 97205
                  Tel: (503) 227-1111
                  Fax: (503) 248-0130
                  http://www.sussmanshank.com/

Total Assets: $5,718,053

Total Debts:  $9,738,730

A copy of the Debtor's petition together with a list of 20 largest
unsecured creditors is available for free at:

            http://bankrupt.com/misc/oreb08-33007.pdf


VALLEY HEALTH: Fitch Assigns 'CC' Rating to $79.5 Million Bonds
---------------------------------------------------------------
Fitch Ratings has assigned a 'CC' rating to approximately
$79.5 million of bonds issued by Valley Health System, California.

Fitch's 'CC' rating indicates that payment default to bondholders
appears probable.  Although payments to bondholders are current,
the rating reflects VHS' board filing for Chapter 9 bankruptcy on
Dec. 13, 2007, as well as the ongoing deterioration of VHS'
financial position.  According to the bond trustee, VHS has
suspended its monthly debt service payments.  A scheduled interest
payment to bondholders was made from debt service reserve funds in
May 2008.

As part of its reorganization plan, VHS will sell one of its three
facilities, the 101-bed Moreno Valley Community Hospital, to
Kaiser Permanente for approximately $47.0 million.  Proceeds will
be used to pay off a portion of VHS' outstanding debt and
replenish debt service reserves.  The sale of this unprofitable
facility is scheduled to close escrow on June 19, 2008,
immediately reducing VHS' operating losses.  However, it is not
clear how quickly the divestiture and other initiatives being
implemented by the hospital's Quorum management team will
stabilize the hospital's financial profile and allow the
resumption of monthly debt service payments to the trustee.  

While the expected replenishment of the debt service reserve
should ensure funding for November's payment to bondholders, VHS'
ability to meet subsequent debt service requirements hinges on the
success of its efforts to restructure payer contracts, stabilize
volumes, and reduce expenses.  Fitch will closely monitor VHS'
progress in meeting these challenges.

Outstanding debt:

  -- $34.4 million Valley Health System hospital revenue bonds
     (refunding and improvements project), 1996 series A.

  -- $45.1 million Valley Health System certificates of
     participation (refunding project), series 1993.


VANTAGE LOFTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vantage Lofts, LLC
        3300 Pollux Ave.
        Las Vegas, NV 89102

Bankruptcy Case No.: 08-16586

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

Chapter 11 Petition Date: June 20, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Matthew L. Johnson, Esq.
                  Email: bankruptcy@mjohnsonlaw.com
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  http://www.mjohnsonlaw.com/

Total Assets: $45,100,104

Total Debts:  $72,459,622

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Scripps Investments & Loans,   201 S. Gibson,        $32,400,000
Inc.                           Henderson, Nevada     
484 Prospect St.               89015; value of
La Jolla, CA 92037-4261        security:
                               $40,000,000; value of
                               senior lien:
                               $35,000,000

Slade Development              construction services $1,087,029
3300 Pollux Ave.               & supplies
Las Vegas, NV 89102

Slade Development              Reimbursement for     $600,408
3300 Pollux Ave.               development expenses
Las Vegas, NV 89102            and costs

The Plumber, Inc.              plumbing services     $364,396
59 N. 30th St.
Las Vegas, NV 89101

Bombard Mechanical             construction services $319,382
3933 W. Ali Baba               & supplies
Las Vegas, NV 89118

D.A. Whitacre                  framing construction- $295,074
1108 Greenfield Dr.            retention
El Cajon, CA 92021

Rebel Builders                 construction services $257,149
9165 S. Jones Blvd.            & supplies
Las Vegas, NV 89139

Nevada Gypsum Floors, Inc.     construction services $180,754
                               & supplies

Slaton Bros. SW, LLC           construction services $154,926
                               & supplies

Simplexgrinnell                construction services $136,896

Nuco Plastering & Stucco, Inc. construction services $122,453

America Nevada Corp.           office lease          $120,000

Clark County Treasurer         taxes                 $108,613

Insulpro Projects              construction services $89,133
                               & supplies

City of Henderson              building permits      $76,146

GRG, Inc.                      construction services $74,801
                               & supplies

Black Mountain Engineering,    construction services $68,653
Inc.

A.W. Farrel & Son, Inc.        construction services $60,471

Philadelphia Insurance Co.     insurance             $75,736

R&J Steel                      construction supplies $82,134



VIASPACE INC: Posts $2,326,000 Net Loss in 2008 First Quarter
-------------------------------------------------------------
VIASPACE Inc. reported a net loss of $2,326,000 on total revenues
of $123,000 for the first quarter ended March 31, 2008, compared
with a net loss of $3,919,000 on total revenues of $239,000 in the
same period a year ago.

Gross profit for the first quarter of 2008 was $63,000 compared
with $36,000 for the comparable quarter of 2007.

Operating expenses for the first quarter of 2008 were $2,403,000
compared to $2,057,000 in the same quarter of 2007.  Included in
operating expenses for the first quarter of 2008 was $793,000 of
stock option, warrant and restricted stock compensation expense
compared with $673,000 for the same period in 2007.

Loss from operations for the first quarter of 2008 was $2,340,000
compared to $2,021,000 in the same quarter of 2007.

Other income/expense including minority interest in consolidated
subsidiaries was income of $14,000 for the first quarter of 2008
compared to a loss of $1,898,000 for the same period in 2007.  The
first quarter of 2007 included other expenses, net, of $2,070,000
representing adjustments related to the derivative nature and
restructuring of convertible debentures during the quarter.  The
first quarter of 2007 also included a gain on the sale of
marketable securities of $219,000 and other expenses, net of
$47,000.

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$5,359,000 in total assets, $1,137,000 in total liabilities,
$553,000 in minority interest in consolidated subsidiaries, and  
$3,669,000 in total stockholders' equity.

Full-text copies of the company's consolidated financials
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e69

                       Going Concern Doubt

Goldman Parks Kurland Mohidin LLP, in Encino, California,
expressed substantial doubt about VIASPACE Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.

The auditing firm pointed to the company's recurring losses from
operations, accumulated deficit and shareholders' deficit at
Dec. 31, 2007.

                       About Viaspace Inc.

Based in Pasadena, California, VIASPACE Inc. (OTC BB: VSPC)
-- http://www.VIASPACE.com/-- founded in 1998 with the objective  
of transforming proven space and defense technologies from NASA
and the Department of Defense into hardware and software solutions
that solve today's complex problems, Viaspace benefits from
important patent and software licenses from Caltech, which manages
NASA's Jet Propulsion Laboratory.


WACHOVIA BANK: Moody's Affirms Ratings of Class P Trust at B3
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wachovia Bank
Commercial Mortgage Trust, Series 2006-C27 as:

  -- Class A-1, $36,520,974, affirmed at Aaa

  -- Class A-2, $265,958,000, affirmed at Aaa

  -- Class A-PB, $111,316,000, affirmed at Aaa

  -- Class A-3, $1,087,613,000, affirmed at Aaa

  -- Class A-1A, $639,712,487, affirmed at Aaa

  -- Class A-M, $307,991,000, affirmed at Aaa

  -- Class A-J, $223,293,000, affirmed at Aaa

  -- Class X-C, Notional, affirmed at Aaa

  -- Class X-P, Notional, affirmed at Aaa

  -- Class B, $69,298,000, affirmed at Aa2

  -- Class C, $30,799,000, affirmed at Aa3

  -- Class D, $7,700,000, affirmed at A1

  -- Class E, $38,499,000, affirmed at A2

  -- Class F, $26,949,000, affirmed at A3

  -- Class G, $38,499,000, affirmed at Baa1

  -- Class H, $34,649,000, affirmed at Baa2

  -- Class J, $34,649,000, affirmed at Baa3

  -- Class K, $19,249,000 affirmed at Ba1

  -- Class L, $7,700,000, affirmed at Ba2

  -- Class M, $15,400,000, affirmed at Ba3

  -- Class N, $3,850,000, affirmed at B1

  -- Class O, $11,550,000, affirmed at B2

  -- Class P, $7,700,000, affirmed at B3

Moody's affirmed the ratings due to overall stable pool
performance.

As of the June 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
0.5% to $3.07 billion from $3.08 billion at securitization.
The Certificates are collateralized by 161 mortgage loans ranging
in size from less than 1.0% to 5.3% of the pool, with the top 10
loans representing 39.6% of the pool.

One loan has been liquidated from the pool resulting in a minimal
realized loss and currently there are no loans in special
servicing.  Twenty loans, representing 17.4% of the pool, are on
the master servicer's watchlist.  The watchlist includes loans
which meet certain portfolio review guidelines established as part
of the Commercial Mortgage Securities Association monthly
reporting package.

As part of our ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist are
delinquent or have significant issues.

Moody's was provided with year-end 2007 operating results for
93.8% of the pool.  Moody's loan to value ratio is 107.1% compared
to 105.7% at securitization.

The top three loans represent 15.1% of the pool.  The largest loan
is the One Financial Place Loan ($168.6 million -- 5.3%), which is
secured by a 1.1 million square foot office building located in
downtown Chicago, Illinois.  The property was 91.9% occupied as of
December 2007 compared to 88.3% at securitization.

The largest tenants include The Goldman Sachs Group, Inc. (Moody's
senior unsecured rating Aa3, stable outlook; 16.2% NRA; lease
expiration April 2011), the Chicago Stock Exchange (14.9%; lease
expiration June 2015) and Merrill Lynch & Co., Inc.  (Moody's
senior unsecured rating A1, on watch for possible downgrade;
12.3%; lease expiration January 2014).  Moody's LTV is 78.9%, the
same as at securitization.

The second largest loan is the Prime Outlets Pool Loan
($149.7 million -- 4.9%), which represents a 50.0% pari passu
interest in a first mortgage loan.  The loan is secured by three
factory outlet centers totaling 1.5 million square feet.

The centers are located in Williamsburg, Virginia, Hagerstown,
Maryland and Birch Run, Michigan.  The portfolio was
94.0% occupied as of September 2007 compared to 92.1% at
securitization.  Moody's LTV is 113.0% compared to 118.2% at
securitization.

The third largest loan is the One Illinois Center Loan
($148.5 million -- 4.8%), which is secured by a 1.0 million square
foot office building located in downtown Chicago, Illinois.
The property is 100.0% leased, the same as at securitization.  
Major tenants include Blue Cross (20.1% NRA; lease expiration
March 2017), Federal Home Loan Bank (13.2%; lease expiration July
2011) and Shefsy & Froelich (6.8%; lease expiration May 2015).  
Moody's LTV is 127.9% compared to 134.5% at securitization.


WAVE SYSTEMS: Pays Shares to Agent as Part of $1.7MM Financing
--------------------------------------------------------------
Security Research Associates, Inc., the placement agent in
connection with a financing transaction of Wave Systems Corp.,
received a warrant to purchase up to 129,075 shares of Wave's
Class A Common Stock as part of its compensation.

The company disclosed in a May 23 regulatory filing that it is
entering into Subscription Agreements with certain purchasers
pursuant to which Wave will sell a total of 2,151,250 shares of
Class A Common Stock, par value $.01 per share, for an aggregate
purchase price of approximately $1,721,000.  The Common Shares are
priced at $.80 per share.  The Purchasers will also receive
warrants to purchase 537,812 shares of Common Stock at an exercise
price of $.85.  The warrants are exercisable for three years
beginning on the date of the initial issuance of the warrants. The
Common Shares (including the shares issuable upon exercise of the
warrants) are to be drawn-down off of a shelf registration
statement declared effective by the Securities and Exchange
Commission on April 27, 2007.  

On May 23, 2008, Security Research entered into a placement agency
agreement with Wave in which they agreed to act as placement agent
in connection with this offering. In connection with this
offering, Wave agreed to pay the Placement Agent a cash fee of
$103,260 (6% of the gross proceeds paid to Wave in connection with
this offering) and will issue to the Placement Agent a warrant to
purchase up to 129,075 shares of Class A Common Stock at an
exercise price of $.85 per share. The warrant is exercisable for
12 months beginning on the 180th day after the issuance of the
warrant.

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX)
-- http://www.wave.com/-- provides software to help solve   
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

                         *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems 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 and accumulated
deficit.

As reported by the TCR on June 13, Wave Systems Corp. reported a
net loss of $6,010,048 on total net revenues of $1,699,079 for the
first quarter ended March 31, 2008, compared with a net loss of
$5,045,560 on total net revenues of $1,287,040 in the same period
last year.

At March 31, 2008, the company's consolidated balance sheet showed
$4,139,175 in total assets, $3,817,032 in total liabilities, and
$322,143 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $3,312,935 in total current assets
available to pay $3,817,032 in total current liabilities.


WAVE SYSTEMS: Regains Compliance with Nasdaq Marketplace Rules
--------------------------------------------------------------
Wave Systems Corp. received notice from the Nasdaq Listing
Qualifications Hearings department that it has regained compliance
with the Nasdaq Marketplace Rules 4450(b)(1)(A) and 4450 relating
to the market value and minimum bid price of the company's Class A
Common Stock.  Because the company has regained compliance with
these rules, a previously scheduled hearing with the Listing
Qualifications Panel has been deemed moot and will not be held.

Headquartered in Lee, Massachusetts, Wave Systems Corp. (Nasdaq :
WAVX) -- http://www.wave.com/-- provides software to help solve   
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.


                         *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems 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 and accumulated
deficit.

As reported by the TCR on June 13, Wave Systems Corp. reported a
net loss of $6,010,048 on total net revenues of $1,699,079 for the
first quarter ended March 31, 2008, compared with a net loss of
$5,045,560 on total net revenues of $1,287,040 in the same period
last year.

At March 31, 2008, the company's consolidated balance sheet showed
$4,139,175 in total assets, $3,817,032 in total liabilities, and
$322,143 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $3,312,935 in total current assets
available to pay $3,817,032 in total current liabilities.


WHITEHALL JEWELERS: Files for Ch.11 Protection; Selling All Assets
------------------------------------------------------------------
Whitehall Jewelers Holdings Inc. and its operating subsidiary
Whitehall Jewelers Inc. filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code before
the U.S. Bankruptcy Court for the District of Delaware.  The
Debtors will continue to conduct business while they develop a
reorganization plan.

To fund their continuing operations during the reorganization
process, the companies have negotiated an $80 million debtor-in-
possession financing from a consortium of banks including Bank of
America, N.A., Wells Fargo Retail Finance, LLC, and GMAC
Commercial Finance, LLC.

The DIP credit facility would replace the companies' previous
$125 million revolving credit facility, subject to court approval,
to fund their working capital requirements, including employee
wages and benefits, certain supplier payments and other operating
expenses during the reorganization process.

According to Dow Jones Newswires, Whitehall Jewelers and its
subsidiary ask the Court for authority to conduct an auction for
the sale of all their assets on July 16, 2008.  Bidders are
requested to submit their offers by July 15, 2008, report says.

                           Defaults

After it postponed its annual meeting of stockholders on June 11,
2008, Whitehall Jewelers Inc. received a default notice from:

   a) Fabrikant Receivables, LLC with respect to an unsecured
      term promissory note dated April 20, 2007, issued by the
      subsidiary to M. Fabrikant & Sons, Inc. in the aggregate
      principal amount of $3,061,726 and additional unsecured
      trade debt in the aggregate principal amount of $1,561,810
      arising from WJI's failure to pay the principal and interest
      owing under the Fabrikant Note and the Fabrikant Debt at
      maturity.

   b) Rosy Blue, Inc. with respect to an unsecured term promissory
      note dated April 20, 2007 issued by its subsidiary to Rosy
      Blue in the principal amount of $2,073,346, which relates to
      the subsidiary's failure to pay when due certain invoices of
      Rosy Blue in an aggregate amount of $81,405.  These invoices
      were due in late May 2008 and early June 2008.

As of June 13, 2008, WJI had an aggregate principal amount of
$13.5 million of trade debt evidenced by other unsecured term
promissory notes that have been amended by a note extension
agreement between WJI and its other inventory suppliers.  Under
the terms of the other extended notes limit the aggregate
principal amount that the subsidiary is permitted to repay to
holders of unsecured term promissory notes prior to March 31,
2009, to the extent such payments are not made on a pro-rata basis
to the holders of the Other Extended Notes.  If WJI pays any
amount in excess of such limit, it would constitute an event of
default.

WJI could not pay in full the principal amount outstanding under
the Fabrikant Note, the Fabrikant Debt and the Rosy Blue Note
prior to March 31, 2009, without triggering this type of event of
default under the other extended notes.  The principal amount of
these notes and all accrued and unpaid interest will bear interest
at a rate per annum of 8% instead of 6%.

WJI's failure to pay at maturity give rise to an event of default
under:

   a) the Third Amended and Restated Credit Agreement, dated
      Feb. 20, 2007, by and among WJI, LaSalle Bank National
      Association, as administrative and collateral agent for the
      banks including the Banks, Bank of America N.A. and  
      Wells Fargo Retail Finance, LLC, as managing agents, as
      amended.

   b) the Term Loan Credit Agreement, dated as of Jan. 18, 2008,
      as amended, by and among WJI, financial institutions led by
      PWJ Lending II LLC, as administrative agent and collateral
      agent.

As a result of this cross-default provision, an event of default
would arise under the Loan and Senior Credit Agreement if WJI
fails to cure its defaults with respect to the Fabrikant Note, the
Fabrikant Debt and the Rosy Blue Note or any events defaults that
may arise with respect to the Other Extended Notes.

On June 13, 2008, WJI had approximately $64.5 million of
outstanding borrowings under the Senior Credit Agreement and
$40 million of outstanding borrowings under the Term Loan Credit
Agreement, which are guaranteed by the Whitehall Jewelers Holding
Inc. secured by a lien on substantially all of their assets.  If
the event of default arises under these agreements, PWJ Lending
may exercise the remedies available under the agreements,
including causing all outstanding indebtedness thereunder to
accelerate and become due.  Additionally, PWJ Lending could
proceed against the collateral securing WJI's indebtedness, which
includes substantially all of its assets.

                    About Whitehall Jewelers

Whitehall Jewelers Holdings Inc. (OTC BB: WHJH) through its
subsidiary, Whitehall Jewelers Inc., is a retailer of fine jewelry
in the United States.


WHITEHALL JEWELERS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Whitehall Jewelers Holdings, Inc.
             125 South Wacker Dr., Ste. 2600
             Chicago, IL 60606
             aka Lundstrom Jewelers
             aka Cresent Jewelers
             aka Marks Bros. Jewelers
             aka Whitehall Jewellers, Inc.
             aka Whitehall Co.
             aka Friedman's Inc.
             aka The Whitehall Co. Jewellers

Bankruptcy Case No.: 08-11261

Debtor-affiliate filing a separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Whitehall Jewelers, Inc.                   08-11262

Type of Business: The Debtors own and operate a jewelry business.   
                  They have been a national specialty retailer of
                  fine jewelry, offering a selection of
                  merchandise in the categories, such as diamonds,
                  gold, precious and semi-precious jewelry and
                  watches.  As of April 30, 2008, they operated
                  375 stores in 39 states.  They operate stores in
                  regional and super regional shopping malls under
                  the names Whitehall and Lundstrom.  See
                  http://www.whitehalljewellers.com/

Chapter 11 Petition Date: June 23, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: James E. O'Neill, Esq.
                     Email: jo'neill@pszyj.com
                  Kathleen P. Makowski, Esq.
                     Email: kmakowski@pszjlaw.com
                  Laura Davis Jones, Esq.
                     Email: ljones@pszyj.com
                  Pachulski Stang Ziehl & Jones, LLP
                  919 N. Market St., 17th Fl.
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  http://www.pszyj.com/

Debtors' Unaudited, Consolidated Financial Condition as of May 3,
2008:

Total Assets: $207,100,000

Total Debts:  $185,400,000

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
S.D.C. (Sangam Diamonds Corp.) trade                 $11,327,506
529 5th Ave., 16th Fl.
New York, NY 10017
Tel: (212) 599-4240,
     314 (ext.)
Fax: (212) 599-4237

Kiran Jewels, Inc.             trade                 $9,414,536
521 5th Ave. Ste. 610
New York, NY 10175
Tel: (917) 361-7252
Fax: (212) 819-0443

Combin International           trade                 $7,050,894
354 Indusco Ct.
Troy, MI 48083
Tel: (248) 585-9900
Fax: (248) 585-8641

Rosy Blue                      trade                 $6,904,241
529 5th Ave., 15th Fl.
New York, NY 10017
Tel: (212) 687-8838
Fax: (212) 856-9835

Envisions, LLC                 trade                 $4,518,172
529 5th Ave., 19th Fl.
New York, NY 10017
Tel: (212) 888-5001
Fax: (212) 888-5465

Leo Schachter Diamonds, LP     trade                 $4,065,363
579 5th Ave.
New York, NY 10017
Tel: (800) 223-2082
Fax: (212) 935-5875

Continental Jewellery Mfg.,    trade                 $3,740,192
Ltd.
Kaiser Estate, Phase 3, 1/F.,
Flats M & N
11 Hok Yuen St.
Hunghom, Kowloon
Tel: 11 8521309
     11 85227657516
Fax: (212) 695-0997
     (212) 695-3303

M. Fabrikant & Sons, Inc.      trade                 $3,576,616
P.O. Box 13813
Newark, NJ 07188-3813
Tel: (212) 757-0790
Fax: (212) 664-1995

Rosy Blue Jewelry, Inc.        trade                 $3,214,243
529 5th Ave.
New York, NY 10017
Tel: (212) 471-2222
Fax: (212) 471-2223

Jewelex, Ltd.                  trade                 $2,916,663
529 5th Ave., 18th Fl.
New York, NY 10017
Tel: (800) 208-9999
Fax: (212) 840-6971

Sumit Diamond Corp.            trade                 $2,747,964
592 5th Ave., 4th Fl.
New York, NY 10036
Tel: (800) 522-0890
Fax: (212) 921-8638

United Brothers Jewelry        trade                 $2,621,814
48 W. 48th St., 7th Fl.
New York, NY 10036
Tel: (212) 921-2558
Fax: (212) 398-9482

B.H. Multi Com Corp.           trade                 $2,281,677
15 W. 46th St.
New York, NY 10036
Tel: (212) 944-0020
Fax: (212) 382-2448

Sierra Diamonds, Ltd.          trade                 $2,118,110
1 Bridge Plaza N., Ste. 100
Fort Lee, NJ 07024
Tel: (212) 302-0231
Fax: (212) 302-0232

Kristall, Inc.                 trade                 $1,725,871
611 W. 6th St., Ste. 1800
Los Angeles, CA 90017
Tel: (213) 624-4000
Fax: (213) 624-1450

Fabrikant-Leer International,  trade                 $1,646,227
Ltd.
P.O. Box 13544
Newark, NJ 07188-3544
Tel: (212) 664-1995
Fax: (212) 757-0790

Antwerp Sales International,   trade                 $1,588,010
Inc.
576 5th Ave.
New York, NY 10036
Tel: (904) 273-8663
Fax: (904) 273-8664

K.J. Miran Construction Co.,   contract              $1,510,301
Inc.
P.O. Box 13143
3501 Embassy Pkwy.
Akon, OH 44334
Tel: (330) 666-5656
Fax: (330) 666-6272

Steora USA                     trade                 $1,488,565
580 5th Ave., Ste. 417
New York, NY 10036
Tel: (212) 398-1399
Fax: (212) 302-2613

Legend Jewelry Co. Ltd.        trade                 $1,452,838
(Macao Commercial Offshore)
Avenida Xian Xing Hai
S/N Edf. Zhu Kuan C.C.
13 Andar K, NAPE, Macau
NAPE
Tel: 853750369
Fax: 853750321

Seiko Corp. of America         trade                 $1,417,709
Attn: Darlene Lembo,
      Credit Dept.
1111 MacArthur Blvd.
Mahwah, NJ 07430
Tel: (800) 346-5402,
     22475 (ext.)
Fax: (201) 529-5985

Orli Diamonds                  trade                 $1,360,681
67 E. Madison St., Ste. 1606
Chicago, IL 60603
Tel: (312) 332-0990
Fax: (312) 332-2914

Uni Design USA                 trade                 $1,352,797
592 5th Ave., 11th Fl.
New York, NY 10036
Tel: (212) 282-1112
Fax: (212) 282-1122

Frederick Goldman, Inc.        trade                 $1,286,894
P.O. Box 5869
Hicksvile, NY 11802-5869
Tel: (212) 807-2029
Fax: (212) 807-2220

Amikam                         trade                 $1,221,748
592 5th Ave., 3rd Flr.
New York, NY 10036

Diamond Direct, LLC            trade                 $1,177,388
145 W. 45th St., 5th Fl.
New York, NY 10036
Tel: (888) 349-4383
Fax: (212) 564-9012

Merit Diamond Corp.            trade                 $1,162,803
1900 Tyler St., 3rd Fl.
Hollywood, FL 33020
Tel: (212) 398-5853,
     (800) 289-6374,
     l05 (ext.)
Fax: (954) 925-4523,
     (954) 883-3660

Maxmark, Inc.                  trade                 $1,105,666
5 South Wabash, Ste. 1500
Chicago, IL 60603
Tel: (312) 201-1001
Fax: (312) 201-1008

Bulova Corp.                   trade                 $1,080,046
1 Bulova Ave.
Woodside, NY 11377
Tel: (949) 360-8491
Fax: (949) 360-8497

Benchmark                      trade                 $1,024,474
1023 15th St.
Tuscaloosa, AL 35401
Tel: (205) 464-4255
Fax: (205) 464-0410

  
WHX CORP: Board Approves Executives' Performance Cash Bonuses
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of WHX
Corporation approved cash bonuses to Glen M. Kassan, chief
executive officer of the company, and Daniel P. Murphy, Jr.,
director and senior vice president of Corporate Development of the
company, in the amounts of $100,000 and $140,000, respectively, on
account of Messrs. Kassan's and Murphy's performance in 2007.  The
2007 Bonuses brought the total amount of compensation paid to
Messrs. Kassan and Murphy for fiscal year 2007 to $800,208 and
$888,167, respectively.

Based in White Plains, New York, WHX Corporation (Pink Sheets:
WXCP) -- http://www.whxcorp.com/-- is a holding company that     
invests in and manages a group of businesses on a decentralized
basis.  Apart from owning Handy & Harman, WHX acquired in
April 2007 Bairnco Corporation, which is a diversified
multinational company that operates business units in three
reportable segments: Arlon electronic materials, Arlon coated
materials and Kasco replacement products and services.

Handy & Harman is a diversified manufacturer and the "parent" of a
family of materials engineering and specialty manufacturing
companies.  Its products include electronic components, specialty
fasteners, engineered materials, stainless steel tubing, specialty
tubing and fabricated precious metals, brazing soldering fluxes
and alloys of precious and non-precious metals.  Handy & Harman's
strategic business units encompass three reportable segments:
precious metal, tubing and engineered materials.

WHX Corp.'s consolidated balance sheet at March 31, 2008, showed
$461.2 million in total assets and $536.1 million in total
liabilities, resulting in a $74.9 million total stockholders'
deficit.


WMALT: Moody's Cuts Ratings on 169 Tranches; Reviews 61
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of 169 tranches
from 15 Option ARM transactions issued by WMALT.  Fifty five
tranches remain on review for possible further downgrade.  
Additionally, 61 tranches were placed on review for possible
downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2005-AR1 Trust

  -- Cl. A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa2 from Aa2

  -- Cl. B-2, Downgraded to B2 from A2

  -- Cl. B-3, Downgraded to Ca from Ba1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR1 Trust

  -- Cl. A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba3 from Aa2

  -- Cl. B-2, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

  -- Cl. B-4, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR2 Trust

  -- Cl. A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. B-1, Downgraded to Ba1 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa2

  -- Cl. B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from B1

  -- Cl. B-8, Downgraded to Ca from B2

  -- Cl. B-9, Downgraded to Ca from B3

  -- Cl. B-10, Downgraded to Ca from Caa1

  -- Cl. B-11, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR3 Trust

  -- Cl. A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently  
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa2

  -- Cl. B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from Ba2

  -- Cl. B-8, Downgraded to Ca from B1

  -- Cl. B-9, Downgraded to Ca from B2

  -- Cl. B-10, Downgraded to Ca from B3

  -- Cl. B-11, Downgraded to Ca from Caa1

  -- Cl. B-12, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR4 Trust

  -- Cl. CA-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. DA-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba3 from Aa1

  -- Cl. B-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-6, Downgraded to Ca from Ba1

  -- Cl. B-7, Downgraded to Ca from B1

  -- Cl. B-8, Downgraded to Ca from B2

  -- Cl. B-9, Downgraded to Ca from B3

  -- Cl. B-10, Downgraded to Ca from Caa1

  -- Cl. B-11, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR5 Trust

  -- Cl. 4A-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5A-1B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5X-PPP, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. DX-PPP Group 1 Component, Placed on Review for Possible
     Downgrade, currently Aaa

  -- Cl. CA-1B Group 1 Component, Placed on Review for Possible
     Downgrade, currently Aaa

  -- Cl. CA-1B Group 2 Component, Placed on Review for Possible
     Downgrade, currently Aaa

  -- Cl. CA-1B Group 3 Component, Placed on Review for Possible
     Downgrade, currently Aaa

  -- Cl. DX-PPP Group 2 PO Component, Placed on Review for
     Possible Downgrade, currently Aaa

  -- Cl. DX-PPP Group 3 PO Component, Placed on Review for
     Possible Downgrade, currently Aaa

  -- Cl. DX-PPP Group 4 PO Component, Placed on Review for
     Possible Downgrade, currently Aaa

  -- Cl. L-B-1, Downgraded to Ba3 from Aa1

  -- Cl. L-B-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-7, Downgraded to Ca from Ba1

  -- Cl. L-B-8, Downgraded to Ca from B1

  -- Cl. L-B-9, Downgraded to Ca from B2

  -- Cl. L-B-10, Downgraded to Ca from B3

  -- Cl. L-B-11, Downgraded to Ca from Caa1

  -- Cl. L-B-12, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR6 Trust

  -- Cl. CA-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba1 from Aa1

  -- Cl. B-2, Downgraded to Ba2 from Aa1

  -- Cl. B-3, Downgraded to Ba3 from Aa1

  -- Cl. B-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-9, Downgraded to Ca from Ba1

  -- Cl. B-10, Downgraded to Ca from B2

  -- Cl. B-11, Downgraded to Ca from B3

  -- Cl. B-12, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR7 Trust

  -- Cl. A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-2-PPP, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba2 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa1

  -- Cl. B-3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-8, Downgraded to Ca from Ba1

  -- Cl. B-9, Downgraded to Ca from Ba3

  -- Cl. B-10, Downgraded to Ca from B3

  -- Cl. B-11, Downgraded to Ca from Caa1

  -- Cl. B-12, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR8

  -- Cl. CX-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CX-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CA-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CX-2-PPP, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3X-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. L-B-1, Downgraded to Ba1 from Aa1

  -- Cl. L-B-2, Downgraded to Ba2 from Aa1

  -- Cl. L-B-3, Downgraded to Ba3 from Aa1

  -- Cl. L-B-4, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-6, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-7, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-8, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-9, Downgraded to Ca from Ba3

  -- Cl. L-B-10, Downgraded to Ca from B2

  -- Cl. L-B-11, Downgraded to Ca from B3

  -- Cl. L-B-12, Downgraded to Ca from Caa1

  -- Cl. 3-B-1, Downgraded to Caa1 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 3-B-2, Downgraded to Ca from B2

  -- Cl. 3-B-3, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR9 Trust

  -- Cl. CX-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CA-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba2 from Aa1

  -- Cl. B-2, Downgraded to Ba3 from Aa1

  -- Cl. B-3, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-8, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-9, Downgraded to Ca from Ba2

  -- Cl. B-10, Downgraded to Ca from B3

  -- Cl. B-11, Downgraded to Ca from Caa1

  -- Cl. B-12, Downgraded to Ca from Caa3

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA1 Trust

  -- Cl. CX-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CA-1C, Placed on Review for Possible Downgrade, currently   
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa1

  -- Cl. B-2, Downgraded to Ba1 from Aa1

  -- Cl. B-3, Downgraded to Ba2 from Aa1

  -- Cl. B-4, Downgraded to Ba3 from Aa1

  -- Cl. B-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Aa3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Ca from Ba2

  -- Cl. B-10, Downgraded to Ca from B2

  -- Cl. B-11, Downgraded to Ca from B3

  -- Cl. B-12, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA2 Trust

  -- Cl. CX-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CA-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Ba1 from Aa1

  -- Cl. B-2, Downgraded to Ba2 from Aa1

  -- Cl. B-3, Downgraded to Ba3 from Aa1

  -- Cl. B-4, Downgraded to B2 from Aa1

  -- Cl. B-5, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-9, Downgraded to Ca from Ba2

  -- Cl. B-10, Downgraded to Ca from B2

  -- Cl. B-11, Downgraded to Ca from B3

  -- Cl. B-12, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA3 Trust

  -- Cl. FX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. CX-1, Placed on Review for Possible Downgrade, currently   
     Aaa

  -- Cl. CA-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. DA-1C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 5X-PPP, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. EX-PPP, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. CX-2-PPP, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-B-1, Downgraded to Baa2 from Aa1

  -- Cl. M-B-2, Downgraded to Ba1 from Aa1

  -- Cl. M-B-3, Downgraded to Ba2 from Aa1

  -- Cl. M-B-4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-B-5, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-B-6, Downgraded to Ca from Ba3

  -- Cl. M-B-7, Downgraded to Ca from B3

  -- Cl. M-B-8, Downgraded to Ca from B3

  -- Cl. M-B-9, Downgraded to Ca from Caa1

  -- Cl. L-B-1, Downgraded to Baa3 from Aa1

  -- Cl. L-B-2, Downgraded to Ba1 from Aa1

  -- Cl. L-B-3, Downgraded to Ba2 from Aa1

  -- Cl. L-B-4, Downgraded to Ba3 from Aa1

  -- Cl. L-B-5, Downgraded to B2 from Aa2

  -- Cl. L-B-6, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. L-B-7, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-8, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. L-B-9, Downgraded to Ca from Ba1

  -- Cl. L-B-10, Downgraded to Ca from B2

  -- Cl. L-B-11, Downgraded to Ca from B3

  -- Cl. L-B-12, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2007-OA4 Trust

  -- Cl. A-1D, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X-PPP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Downgraded to Baa3 from Aa1

  -- Cl. B-2, Downgraded to Ba1 from Aa1

  -- Cl. B-3, Downgraded to Ba2 from Aa1

  -- Cl. B-4, Downgraded to Ba3 from Aa1

  -- Cl. B-5, Downgraded to B1 from Aa2

  -- Cl. B-6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from B3

  -- Cl. B-8, Downgraded to Ca from B3

  -- Cl. B-9, Downgraded to Ca from Caa1

  -- Cl. B-10, Downgraded to Ca from Caa2

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
WMALT Series 2007-OA5

  -- Cl. X-PPP, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1D, Placed on Review for Possible Downgrade, currently  
     Aaa

  -- Cl. B-1, Downgraded to Baa2 from Aa1

  -- Cl. B-2, Downgraded to Ba1 from Aa1

  -- Cl. B-3, Downgraded to Ba2 from Aa1

  -- Cl. B-4, Downgraded to Ba3 from Aa1

  -- Cl. B-5, Downgraded to B1 from Aa2

  -- Cl. B-6, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-7, Downgraded to Ca from B3

  -- Cl. B-8, Downgraded to Ca from B3

  -- Cl. B-9, Downgraded to Ca from Caa1

  -- Cl. B-10, Downgraded to Ca from Caa3


WORLDSPACE INC: Inks Amendment & Exchange Pact with Four Lenders
----------------------------------------------------------------
WorldSpace, Inc. entered into an Amendment and Exchange Agreement
with each of the four holders of its existing 8% convertible notes
due May 31, 2010, and senior first lien bridge notes due May 31,
2010.

Pursuant to the Exchange Agreements, effective June 13, 2008, the
company:

   (a) amended and restated its senior first lien notes in the
       aggregate principal amount of approximately $36.1 million,

   (b) amended and restated its convertible notes in the aggregate
       principal amount of $53.6 million, and

   (c) granted the Investors warrants to acquire an aggregate
       amount of 5,000,000 shares of Class A Common Stock of the
       company.

The aggregate amounts of the Amended and Restated Bridge Loan
Notes, the Second Amended and Restated Convertible Notes and the
New Warrants were allocated among the Investors on a pro rata
basis in accordance with their percentage ownership interest of
the existing first lien bridge notes.

a) Investor: Highbridge International LLC

   Aggregate Principal Amount of Second Amended and Restated   
   Convertible Notes: $21,365,641.10

   Aggregate Principal Amount of Amended and Restated Bridge
   Notes: $12,826,032.59

   Number of Warrant Shares: 1,774,229

b) Investor: OZ Master Fund, Ltd.

   Aggregate Principal Amount of Second Amended and Restated   
   Convertible Notes: $5,939,617.53

   Aggregate Principal Amount of Amended and Restated Bridge
   Notes: $3,497,497.71

   Number of Warrant Shares: 483,810

c) AG Offshore Convertibles, Ltd.

   Aggregate Principal Amount of Second Amended and Restated   
   Convertible Notes: $864,446.58

   Aggregate Principal Amount of Amended and Restated Bridge
   Notes: $2,797,837.51

   Number of Warrant Shares: 387,026

D) Citadel Equity Fund Ltd.

   Aggregate Principal Amount of Second Amended and Restated   
   Convertible Notes: $25,430,074.52

   Aggregate Principal Amount of Amended and Restated Bridge
   Notes: $17,023,993.78

   Number of Warrant Shares: 2,354,935

              Amended and Restated Bridge Loan Notes

The Amended and Restated Bridge Loan Notes bear interest at LIBOR
plus 6.5%, per annum payable quarterly and are repayable in the
aggregate principal amounts of approximately $18.65 million on
June 30, 2008 (together with all accrued and unpaid interest
through the day of payment) and the remaining principal amount on
July 31, 2008 (together with all accrued and unpaid interest
through the day of payment).  The company is required to prepay
the Amended and Restated Bridge Loan Notes from any new equity or
debt financing, certain excess cash flow or the cash proceeds of
asset sales and casualty events, subject to stipulated exceptions.  
The Company may redeem the Amended and Restated Bridge Loan Notes
at any time prior to the repayment dates.

The Amended and Restated Bridge Loan Notes remain secured by a
first priority security interest in the assets of the Company and
its subsidiaries.  As part of the transaction, the First Lien
Pledge and Security Agreement between the company, the Guarantors,
the Investors and The Bank of New York, as the First Lien
Collateral Agent was amended by the First Amendment to the First
Lien Collateral Agent.  The Amended and Restated Bridge Loan Notes
remain guaranteed by WorldSpace Systems Corporation, WorldSpace
Satellite Company Ltd., AsiaSpace Limited and AfriSpace, Inc.,
each a direct subsidiary of the company, pursuant to an Amended
and Restated First Lien Guaranty between the Guarantors, the
Investors and the First Lien Collateral Agent.  The Amended and
Restated Bridge Loan Notes are subject to events of default
customary for a secured financing.

           Second Amended and Restated Convertible Notes

The Second Amended and Restated Convertible Notes bear interest at
8.0%, per annum payable quarterly.  The Second Amended and
Restated Convertible Notes are repayable on Sept. 30, 2008, or
such earlier date as the company may elect upon 5 business days
written notice to each of the holders of the Convertible Notes,
subject to the company having obtained the stockholder approval
for certain conversions and exercises of warrants.  The Second
Amended and Restated Convertible Notes are repayable at a price
equal to the sum of the outstanding principal and accrued but
unpaid interest on such notes plus a prepayment fee equal to 1.5%
of such outstanding principal and interest.  They are convertible
into shares of Class A Common Stock at a conversion price of $2.00
per share, subject to customary anti-dilution adjustments.

The Second Amended and Restated Convertible Notes are secured by a
second priority security interest in the assets of the company and
its subsidiaries pursuant to a Second Lien Pledge and Security
Agreement between the company, the Guarantors, the Investors and
The Bank of New York, as the Second Lien Collateral Agent which
was amended.  The Second Amended and Restated Convertible Notes
are guaranteed by the Guarantors pursuant to an Amended and
Restated Second Lien Guaranty between the Guarantors, the
Investors and the Second Lien Collateral Agent.  The Second
Amended and Restated Convertible Notes are subject to events of
default customary for convertible securities and for a secured
financing.

The company has also agreed to pay, by June 30, 2008, an interest
payment on the Second Amended and Restated Convertible Notes that
was originally scheduled to have been paid on May 31, 2008.

The relative rights and responsibilities of the first lien secured
party and the first lien collateral agent, on one hand, and the
second lien secured parties and the second lien collateral agent,
on the other hand, are set out in an Intercreditor Agreement among
the company, the Guarantors and The Bank of New York, as First
Lien Collateral Agent and Second Lien Collateral Agent, as amended
by the First Amendment to Intercreditor Agreement.  The company
may not grant a lien on its assets with respect to any
indebtedness other than the Amended and Restated Bridge Loan Notes
and the Second Amended and Restated Convertible Notes while such
notes are outstanding.  The company may borrow unlimited unsecured
debt, as long as such debt has a maturity date that is at least 91
days after the maturity date of the Amended and Restated
Convertible Notes and pays cash interest at a rate of no more than
12% per annum.  Once the Amended and Restated Bridge Loan Notes
are repaid, the Second Amended and Restated Convertible Notes
automatically gain a first priority position as to all of the
collateral.

The company is not permitted to make any mandatory or optional
prepayment on debt (other than permitted first priority secured
debt) while either the Amended and Restated Bridge Loan Notes or
the Second Amended and Restated Convertible Notes are outstanding.

                          New Warrants

The New Warrants grant the holders the right to acquire shares of
Class A Common Stock at $1.55 per share, subject to certain anti-
dilution adjustments.  The New Warrants have a five-year term.

In accordance with applicable rules of The Nasdaq Global Market,
the Second Amended and Restated Convertible Notes and the New
Warrants contain a cap on the exercise of conversion or exercise
rights, such that no more than an aggregate of 19.9% of the
company's outstanding shares may be issued pursuant to conversions
of the amended and restated convertible notes or exercises of the
warrants until the stockholder approval required by The Nasdaq
Global Market has been obtained.  The company has agreed to
solicit the requisite stockholder approval for the issuance of the
shares pursuant to the Second Amended and Restated Convertibles
Notes and the New Warrants at a special meeting of stockholders to
be held not later than August 15, 2008.

Pursuant to a Voting Agreement among the company, Noah Samara, the
Chairman and Chief Executive Officer of the Company, Yenura and
TelUs Communications Inc., each of Mr. Samara, Yenura and TelUS
Communications have agreed to vote his shares, constituting in the
aggregate approximately 47.6% of the outstanding Class A Common
Stock in favor of the issuances.

                      About WorldSpace Inc.

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.worldspace.com/-- is a media      
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from brands around the globe including the BBC, CNN
International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.  WorldSpace has offices in Australia and France.

The company's balance sheet at March 31, 2008, showed total assets
of $323.7 million and total liabilities of $2.1 billion and
minority interest of $608,000, resulting in total shareholders'
deficit of $1.7 billion.

                        Going Concern Doubt

As reported in the The Troubled company Reporter on May 1, 2008,
Grant Thornton LLP in McLean, Virginia, raised substantial doubt
about WorldSpace 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 net loss, negative working capital, and
shareholders' deficit.  Grant Thornton also cited that the
company's management does not believe its cash on hand and cash
available is sufficient to meet its operating needs during the
coming year.


* A.M. Best Takes Rating Actions on Various Canadian Companies
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings and
issuer credit ratings of 30 Canadian property/casualty companies;
upgraded seven FSRs and ICRs; upgraded seven ICRs (with no change
to the FSRs); assigned four FSRs and ICRs; and downgraded five
FSRs and ICRs.

These ratings are based solely upon public information and present
the most informed view A.M. Best can offer, short of an insurer
participating in the full interactive rating process.  A.M. Best
uses the same rating scale and definitions as it does for its
long-term financial strength interactive ratings, but applies a pd
modifier to ensure the user is aware of the more limited
information basis for the rating.

A.M. Best has affirmed the FSRs and ICRs of these Canadian
property/casualty companies:

Company Name FSR ICR

  -- Algoma Mutual Insurance Company B+ (Good) "bbb-"
  -- Allstate Insurance Company of Canada A- (Excellent) "a-"
  -- Antigonish Farmers Mutual Insurance Company B+ (Good) "bbb-"
  -- Aviva Insurance Company of Canada A- (Excellent) "a-"
  -- BCAA Insurance Corporation B+ (Good) "bbb-"
  -- Canadian Direct Insurance Inc. B+ (Good) "bbb-"
  -- La Capitale, Compagnie D'Assurance Generale A-(Excellent)
     "a-"

  -- Certas Direct Insurance Company B++ (Good) "bbb"
  -- Clare Mutual Insurance Company B+ (Good) "bbb-"
  -- The Dominion of Canada General Insurance Company
     A-(Excellent) "a-"

  -- Economical Mutual Insurance Company B++ (Good) "bbb"
  -- Federation Insurance Company of Canada B+ (Good) "bbb-"
  -- Fenchurch General Insurance Company B++ (Good) "bbb"
  -- First North American Insurance Company B++ (Good) "bbb"
  -- Glengarry Mutual Insurance Company B++ (Good) "bbb"
  -- The Kings Mutual Insurance Company B+ (Good) "bbb-"
  -- Legacy General Insurance Company A- (Excellent) "a-"
  -- London and Midland General Insurance Company A-(Excellent)
     "a-"
  -- The Missisquoi Insurance Company B++ (Good) "bbb"
  -- The Mutual Fire Insurance Company of B.C. B++ (Good) "bbb+"
  -- North Waterloo Farmers Mutual Insurance Company B++ (Good)
     "bbb"

  -- Pacific Coast Fishermens Mutual Marine Insurance Company
     B++(Good) "bbb"

  -- The Personal Insurance Company B+ (Good) "bbb-"
  -- Perth Insurance Company B+ (Good) "bbb-"
  -- Pool Insurance Company B+ (Good) "bbb-"
  -- The Portage La Prairie Mutual Insurance Company B++ (Good)
     "bbb"

  -- Promutuel Reassurance B++ (Good) "bbb"
  -- Saskatchewan Mutual Insurance Company A- (Excellent) "a-"
  -- Traders General Insurance Company B+ (Good) "bbb-"
  -- Waterloo Insurance Company B++ (Good) "bbb"

A.M. Best has upgraded the FSRs and ICRs of these Canadian
property/casualty companies:

Company Name FSR ICR

  -- CUMIS General Insurance Company B+ (Good) "bbb-"
  -- Grain Insurance and Guarantee Company A- (Excellent) "a-"
  -- Pembridge Insurance Company A- (Excellent) "a-"
  -- RBC Insurance Company of Canada A- (Excellent) "a-"
  -- RBC General Insurance Company B++ (Good) "bbb"
  -- Red River Valley Mutual Insurance Company A- (Excellent) "a-"
  -- L'Unique Compagnie D'Assurances Generales A- (Excellent) "a-"

A.M. Best has affirmed the FSRs and upgraded ICRs of these
Canadian property/casualty companies:

Company Name FSR ICR

  -- Farmers' Mutual Insurance Company (Lindsay) B++ (Good) "bbb+"
  -- Gore Mutual Insurance Company B++ (Good) "bbb+"
  -- Green Shield Canada B++ (Good) "bbb+"
  -- Industrial-Alliance General Insurance Company C++ (Marginal)
     "b+"

  -- Pictou County Farmers Mutual Fire Insurance Company
     B++(Good) "bbb+"

  -- Prince Edward Island Mutual Insurance Company B++ (Good)
     "bbb+"

  -- Western Surety Company B++ (Good) "bbb+"

A.M. Best has assigned FSRs and ICRs to these Canadian
property/casualty companies:

Company Name FSR ICR

  -- Alpha Assurance Company A- (Excellent) "a-"
  -- Desjardins Assurances Generales Inc B (Fair) "bb+"
  -- Personal General Insurance Inc. C+ (Marginal) "b-"
  -- TD Home and Auto Insurance Company B+ (Good) "bbb-"

A.M. Best has downgraded the FSRs and ICRs of these Canadian
property/casualty companies:

Company Name FSR ICR

  -- Alberta Motor Association Insurance Company B++ (Good) "bbb"
  -- Elite Insurance Company B (Fair) "bb"
  -- Primmum Insurance Company B (Fair) "bb"
  -- Security National Insurance Company B+ (Good) "bbb-"
  -- TD General Insurance Company B (Fair) "bb+"


* Magazine Names Skadden Arps America's Best Corporate Law Firm
---------------------------------------------------------------
For the eighth straight year, Skadden Arps Slate Meagher & Flom
LLP was named the best corporate law firm in the United States in
Corporate Board Member magazine's 2008 survey of "America's Best
Corporate Law Firms," which asked more than 424 directors of
publicly traded companies to identify the firms they most admire.
Skadden also ranked first in a separate survey conducted by the
magazine that asked 217 general counsel which law firms they would
most want to represent their companies on national matters.

In the 2008 edition of Chambers USA: America's Leading Lawyers For
Business, Skadden attorneys received a total of 236 individual
rankings as leading lawyers in their practices -- more than any
other firm, and the firm was recognized in 85 of Chambers'
rankings by practice and jurisdiction -- 28 of which were top-
tier.

In addition, Skadden received two special awards from Chambers: A
recognition for increasing diversity in the profession through the
newly created Legal Honors Program at CCNY; and an award to New
York securities litigation partner Jay Kasner for being "business
trial lawyer of the year."

New York-based Skadden Arps Slate Meagher & Flom LLP --
http://www.skadden.com/-- founded in 1948, is a prominent law  
firm based in New York City. With over 2,000 attorneys, it is one
of the largest and highest-grossing law firms in the world.  In
most jurisdictions, the firm is organized as a limited liability
partnership.  The firm's better-known alumni include former New
York State Governor Elliot Spitzer.  Among Skadden's main practice
areas are mergers and acquisitions, litigation, securities law,
taxation, and bankruptcy representation.  The firm has counted a
majority of the Fortune 500's top 50 companies as clients.  
Skadden has been selected for each of the past six years as the
best corporate law firm in the U.S. according to a survey of 1,390
directors and 279 general counsel of publicly traded companies by
Corporate Board Member magazine and FTI Consulting.  Skadden's
domestic practice is particularly renowned in its Los Angeles,
Chicago, Boston[20] and Washington, D.C., offices.
Internationally, the firm also has particularly high-profile
overseas practices in London, Frankfurt, Munich, Tokyo, and Hong
Kong.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          89       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (73)       1,077      227
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE        (76)         236       99
Blount Intl             BLT         (44)         407      138
CableVision System      CVC      (5,114)       9,180     (476)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Cytori Therapeut        CYTX        (11)          18        2
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
Theravance              THRX        (66)         162      101
Tribune Co              TRB      (3,514)      13,150     (805)
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Virgin Mobile-A         VM         (410)         259     (173)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
Westmoreland Coal       WLB        (178)         783      (85)
WR Grace & Co.          GRA        (285)       3,927   (1,091)
XM Satellite-A          XMSR     (1,038)       1,662     (293)

                             *********

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.  Raphael M. Palomino, 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 ***