TCR_Public/080730.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 30, 2008, Vol. 12, No. 180           

                             Headlines

ACA ABS: Fitch Cuts Six Notes Ratings and Removes Negative Watch
ACA ABS: Fitch Trims Six Notes Ratings on Collateral Deterioration
ADVANCED CELL: Warns of Immediate Need for Additional Funding  
AK STEEL: Moody's Reviews Ratings for Possible Upgrade
ALLIS-CHALMERS: Moody's Assigns B2 Rating to Proposed Notes

ALLIS-CHALMER: S&P Rates Proposed $350MM Sr. Unsecured Notes 'B+'
AMERICAN COLOR: Court to Consider Chapter 11 Plan on August 26
AMERICAN COLOR: Obtains CCCA Initial Stay Order Against Creditors
AMERICAN COLOR: CCCA Court Appoints PwC as Information Officer
AMERICAN COLOR: Wants Filing of Schedules Extended to September 29

AMERICHIP INT'L: Posts $618,218 Net Loss in 2nd Qtr. Ended May 31
ARCHIMEDES FUNDING: Moody's Puts on Review Ba2 Notes Rating
ARTHROCARE CORP: Audit Group Urges Restatement of Financial Data
ASTRATA GROUP: May 31 Balance Sheet Upside-Down by $5.0 Million
ATA AIRLINES: Can Sell Remaining Aircraft-Related and Misc. Assets

BHM TECHNOLOGIES: Liquidation Analysis for Hypothetical Ch. 7
BHM TECHNOLOGIES: Financial Projections for Plan Alternatives
BHM TECHNOLOGIES: Eclipse Wants to Lift Stay to Recover Tooling
BLUE WATER: Mulls Business Closure After $39MM Sale Fell Through
BOMBAY COMPANY: Court Sets Aug. 20 to Decide on Plan Confirmation

CALLIDUS DEBT: S&P Places 'BB-' Notes Rating Under Negative Watch
CANARGO ENERGY: Stockholders Re-Elect Five Directors to Board
CELLEGY PHARMA: Posts $389,000 Net Loss in 2008 Second Quarter
CFM US: Wants Exclusive Plan Filing Period Extended to October 7
CHAD THERAPEUTICS: Has until August 25 to File Delisting Cure Plan

CIPRICO INC: Seeks Relief Under Chapter 11 in Minnesota
CLEAR CHANNEL: Fitch Cuts Issuer Default Rating to B from BB-
CLEARPOINT BUSINESS: Appeals Nasdaq Decision to Delist Securities
COMFORCE CORP: Launches $5MM Final Redemption of 12% Senior Notes
CREDIT AND REPACKAGED SECURITIES: Moody's Cuts Notes Rating to Ba3

CREDIT AND REPACKAGED SECURITIES: Moody's Cuts Rating to Ba1
DELFASCO INC: Case Summary & 20 Largest Unsecured Creditors
DI ROMA FURNITURE: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
DYNAMERICA MFG: Gets Interim Approval to Use $2MM of DIP Loan

ECOVENTURE WIGGINS: Regions Bank Wants Chapter 11 Case Dismissed
ENVIROTECH INDUSTRIES: Hearing on Environmental Case Set Aug. 11
FREMONT GENERAL: Completes Sale of FIL's Assets to CapitalSource
GIBSON GUITAR: Moody's Affirms B2 Corporate Family Rating
GINO FERRI: Case Summary & 18 Largest Unsecured Creditors

GSC ABS: Fitch Chips Ratings on Five Notes; Removes Neg. Watch
GSC ABS: Fitch Cuts Notes Ratings on Four Classes; Removes Watch
HEARTLAND INC: To Purchase Lee Companies for $3,250,000 in Cash
IGNITION POINT: Dir. Robert Neal Retires as Board Director
INDYMAC BANCORP: Oct. 14 Set as Bar Date for IndyMac Bank Claims

INDYMAC BANCORP: Insured Deposits Recoverable at IndyMac Federal
INFE-HUMAN RESOURCES: May 31 Balance Sheet Upside-Down by $418,582
INFORMATION TECHNOLOGY: Case Summary & 20 Largest Unsec. Creditors
INNOVATIVE COMM: Case Trustee, et al. Snub Ex-CEO's Purchase Bid
JED OIL: AMEX to Delist Stocks; Additional Cure Plan Due August 5

JEFFERSON COUNTY: Majority of Commissioners Oppose Bankruptcy
JHT HOLDINGS: May Access GECC's $25MM DIP Fund on Final Basis
JHT HOLDINGS: Court Approves Use of $35 Million Exit Financing
JHT HOLDINGS: Amends Chapter 11 Plan and Disclosure Statement
JHT HOLDINGS: May Hire Administar as Claims and Notice Agent

JHT HOLDINGS: Pepper Hamilton Approved as Delaware Counsel
JUPITER HIGH-GRADE: Fitch Junks Ratings on Five Classes of Notes
KENNETH HUETE: Voluntary Chapter 11 Case Summary
LATAM TRUST: Moody's Downgrades Certificates Rating to B1
LB-UBS COMMERCIAL: S&P Junks Ratings on Three Certificate Classes

LB-UBS COMMERCIAL: S&P Holds Ratings on Good Operating Performance
LEVITT AND SONS: Court Okays Expanded Duties of Depositors Panel
LEVITT AND SONS: Sunshine Kitchens Seeks to Foreclose Liens
LORDSHIP DEVELOPMENT: Case Summary and Two Largest Creditors
LORDSHIP DEVELOPMENT: Section 341(a) Meeting Slated for August 19

MCCLATCHY COMPANY: Earns $19.7 Million in 2008 Second Quarter
MEADWESTVACO CORP: Moody's Affirms Corporate Family Rating at Ba1
MERITAGE HOMES: Lenders Reduce Borrowing Capacity by $300 Million
MERVYNS LLC: Files for Chapter 11 Bankr. Protection in Delaware
METROMEDIA COMPANY: Affiliates File Chapter 7 Liquidation

MOSAIC CO: Moody's Ups Senior Unsecured Ratings to Baa3 from Ba1
MPI CENTER: Case Summary and Two Largest Unsecured Creditors
MRS. FIELDS: Board Names J. Lauck and M. Ward as Interim Co-CEOs
NEW CENTURY ENERGY: Files for Chapter 11 Bankruptcy in Texas
NORMAN MONROE: Case Summary & 15 Largest Unsecured Creditors

NORTHERN BAY: Sec. 341(a) Meeting Set for July 31
ONE COMMUNICATIONS: S&P Cuts Rating to B- from B on Credit Cushion
ORIGIN AGRITECH: Inks Notes Repurchase Deal with Citadel Equity
PALM TERRACES: Involuntary Chapter 11 Case Summary
PEREGRINE PHARMA: Receives Nasdaq Bid Price Non-Compliance Notice

PRIMEDIA INC: Sells Website, Auto Guide Publications
PRINTERS ROW: Section 341(a) Meeting Set for August 26
PROGRESSIVE MOLDED: Creditors' Committee Taps Arent Fox as Counsel
PROGRESSIVE MOLDED: US Debtors Consents to Liquidation Proposal
PROGRESSIVE MOLDED: Wants Filing of Schedules Extended to Sept. 5

PROXYMED INC: Bid Price Rule Offense Cues Nasdaq to Delist Stocks
PROXYMED INC: Has Until Today to Appeal Nasdaq's Delisting Verdict
RANSOM-HEART: Voluntary Chapter 11 Case Summary
REALTY COMPANY: Involuntary Chapter 11 Case Summary
SASCO: Moody's Cuts Ratings of 55 Tranches on Scratch, Dent Deals

SECURITY CAPITAL: Strikes $1.8-Bil. Bailout Deal from XL Capital
SECURITY CAPITAL: Inks Forbearance and Waiver Pact with Lenders
SIRIUS SATELLITE: Expects 25% Revenue Increase in 2008 2nd Quarter
SOLOMON TECHNOLOGIES: Issues 6,821,360 Shares of Common Stock
SOLAR COSMETIC: Sells IP for $8.5MM; Resolves Feud with Committee

SOLUTIA INC: Court to Hear Settlement of Avoidance Actions Today
SPHERIX INC: Share Rule Violation Cues Nasdaq to Delist Securities
ST BERNARD: Completes Debt Refinancing, May Access $1.5MM Credit
SUNCREST LLC: Committee Wants Chapter 11 Case Converted
SUPERIOR INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

SYNTAX-BRILLIAN: U.S. Trustee & Panel Balks at Sale Bid Procedures
TIMOTHY RAGEN: Case Summary & Two Largest Unsecured Creditors
TRADEWINDS AIRLINES: Files for Bankruptcy in Florida
TRADEWINDS AIRLINES: Voluntary Chapter 11 Case Summary
TRANSNATIONAL AUTO: May 31 Balance Sheet Upside-Down by $3.1MM

TRICOM SA: Court Allows Use of Credit Suisse' Collateral
TRICOM SA: Court Adjourns Plan Status Conference Hearing to Aug. 7
UBS AG: May Be Forced to Buy Back $25BB Illiquid Securities
UNICO INCORPORATED: Chairman Ray C. Brown Buys 39,768 More Shares
USA SPRINGS: Taps Two Law Firms as Counsel; U.S. Trustee Objects

USA SPRINGS: U.S. Trustee Names 3-Member Creditors Panel
USA SPRINGS: Creditors Panel May Retain Harman Law as Counsel
USA SPRINGS: Files Schedules of Assets and Liabilities
VERSO TECHNOLOGIES: Mulls Sale of Switching Business to Pay Debts
VERTIS HOLDINGS: Court to Consider Chapter 11 Plan on August 26

VERTIS HOLDINGS: Wants Filing of Schedules Extended to Sept. 25
XM SATELLITE: Launches Offering of $400 Million New Senior Notes
XM SATELLITE: S&P Keeps Dev. Watch After Approval of Sirius Merger

* Moody's Reports: U.S. Credit Card Performance Mixed in May
* S&P Says Distress Ratio on US Investment-Grade Hits 252 Bps
* S&P Says Oil and Gas Industry Continues to Thrive on High Prices

* Chadbourne & Parke Names London and NY Lawyers as Partners

* Upcoming Meetings, Conferences and Seminars

                             *********

ACA ABS: Fitch Cuts Six Notes Ratings and Removes Negative Watch
----------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative six
classes of notes issued by ACA ABS 2003-1, Limited.  These rating
actions are effective immediately:

  -- $59,264,512 Class A-R Notes downgraded to 'CCC' from 'BB' and
     removed from Rating Watch Negative;

  -- $155,569,344 Class A-T Notes downgraded to 'CCC' from 'BB'
     and removed from Rating Watch Negative;

  -- $30,000,000 Class A-M Notes downgraded to 'CC' from 'B+' and
     removed from Rating Watch Negative;

  -- $15,000,000 Class B Notes downgraded to 'CC' from 'B' and
     removed from Rating Watch Negative;

  -- $29,000,000 Class C Notes downgraded to 'C' from 'CCC' and
     removed from Rating Watch Negative;

  -- $17,995,395 Class D Notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative.

ACA ABS 2003-1 is a cash flow structured finance collateralized
debt obligation that closed on May 20, 2003 and was managed by ACA
Management, LLC until April 2008, when management duties were
transferred to Solidus Capital, LLC.  Presently 45.9% of the
portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime residential mortgage-backed securities, and 2.1% is
comprised of 2005 and 2006 vintage U.S. Alternative-A RMBS.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS.
Since November 21, 2007, approximately 57.6% of the portfolio has
been downgraded with 4.7% of the portfolio currently on Rating
Watch Negative.  56.7% of the portfolio is now rated below
investment grade, including 48.3% of the portfolio rated 'CCC+'
and below.  Fitch notes that, overall, 52.9% of the assets in the
portfolio now carry a rating below the rating it assumed in
November 2007.  The negative credit migration experienced since
the last review on November 21, 2007 has resulted in the Weighted
Average Rating Factor deteriorating to 56 from 22, breaching its
covenant of 16, as of the latest trustee report dated June 3,
2008.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the latest trustee report the class
A/B OC ratio was 86.4%, the class C OC ratio was 78.3%, and the
class D OC ratio was 73.8%.  As a result of the coverage test
failures, the transaction is currently diverting interest proceeds
from the class C and class D notes, instead using these proceeds
to redeem class A-T and class A-R principal, pro rata.  Interest
distributions owed to the class C and class D notes are currently
being deferred.

The ratings on the class A-R, class A-T, class A-M, and class B
notes address the timely receipt of scheduled interest payments
and the ultimate receipt of principal as per the transaction's
governing documents.  The ratings on the class C and class D notes
address the ultimate receipt of interest payments and ultimate
receipt of principal as per the transaction's governing documents.


ACA ABS: Fitch Trims Six Notes Ratings on Collateral Deterioration
------------------------------------------------------------------
Fitch downgraded six classes of notes issued by ACA ABS 2003-2,
Limited.  Additionally, all nine classes of notes issued by ACA
ABS 2003-2 are removed from Rating Watch Negative.  These rating
actions are effective immediately:

  -- $86,713,502 Class A-1SD Notes downgraded to 'B' from 'BB+',
     removed from Rating Watch Negative;

  -- $186,448,826 Class A-1SU Notes downgraded to 'B' from 'BB+',
     removed from Rating Watch Negative;

  -- $5,919,010 Class A-1SW Notes downgraded to 'B' from 'BB+',
     removed from Rating Watch Negative;

  -- $108,000,000 Class A-1J Notes downgraded to 'CCC' from 'B+',
     removed from Rating Watch Negative;

  -- $51,000,000 Class A-2 Notes downgraded to 'CC' from 'CCC',
     removed from Rating Watch Negative;

  -- $36,000,000 Class A-3 Notes downgraded to 'C' from 'CC',
     removed from Rating Watch Negative.

  -- $7,000,000 Class B-F Notes remain at 'C', removed from Rating
     Watch Negative;

  -- $14,901,123 Class B-V Notes remain at 'C', removed from
     Rating Watch Negative;

  -- $2,980,225 Class C Notes remain at 'C', removed from Rating
     Watch Negative.

ACA ABS 2003-2 is a cash flow structured finance collateralized
debt obligation that closed on November 6, 2003 and was managed by
ACA Management, LLC until April 2008, when management duties were
transferred to Solidus Capital, LLC.  Presently 29.6% of the
portfolio is comprised of 2005, 2006 and 2007 vintage U.S.
subprime residential mortgage-backed securities, and 1.3% is
comprised of 2005 vintage U.S. Alternative-A RMBS.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS.
Since November 21, 2007, approximately 46.5% of the portfolio has
been downgraded with 9.3% of the portfolio currently on Rating
Watch Negative.  48.8% of the portfolio is now rated below
investment grade, including 37.7% of the portfolio rated 'CCC+'
and below.  Fitch notes that, overall, 40.7% of the assets in the
portfolio now carry a rating below the rating it assumed in
November 2007.  The negative credit migration experienced since
the last review on Nov. 21, 2007 has resulted in the Weighted
Average Rating Factor deteriorating to 30 from 6, breaching its
covenant of 5, as of the latest trustee report dated June 2, 2008.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the latest trustee report the senior
OC ratio was 74%, the class A-3 OC ratio was 68.6%, the class B OC
ratio was 65.7%, and the class C OC ratio was 65.4%.  As a result
of the coverage test failures, the transaction is currently
diverting interest proceeds from the class A-3, class B-F, class
B-V, and class C notes, instead using these proceeds to redeem
class A-1SD, class A-1SU, and class A-1SW principal, pro rata.
Interest distributions owed to the class A-3, class B-F, class B-
V, and class C notes are currently being deferred.

The ratings on the class A-1SD, class A-1SU, class A-1SW, class A-
1J, and class A-2 notes address the timely receipt of scheduled
interest payments and the ultimate receipt of principal as per the
transaction's governing documents.  The ratings on the class A-3,
class B-F, class B-V, and class C notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.  In addition, the class
A-1SW notes are insured by a financial guaranty insurance policy
issued by CIFG Guaranty, whose insurer financial strength rating
was downgraded by Fitch to 'CCC' in May 2008.  The credit
enhancement provided by CIFG to the class A-1SW notes was not
factored into this review.


ADVANCED CELL: Warns of Immediate Need for Additional Funding  
-------------------------------------------------------------
Advanced Cell Technology Inc. warned in its latest form 10-Q
filing with the U.S. Securities and Exchange Commission that its
cash and cash equivalents are limited.  In the short term, it will
require substantial additional funding prior to July 31, 2008 in
order to maintain its current level of operations.  If it is
unable to raise additional funding, it will be forced to either
substantially scale back its business operations or curtail
business operations entirely.

Advanced Cell's consolidated balance sheet at March 31, 2008,
showed $6,960,337 in total assets and $34,974,421 in total
liabilities, resulting in a $28,014,084 stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,003,916 in total current assets
available to pay $16,952,412 in total current liabilities.

The company reported a net loss of $9,519,659 for the first
quarter ended March 31, 2008, compared with a net loss of
$24,741,001 in the same period of 2007.

Revenues for the three months ended March 31, 2008, and 2007, were  
$124,343 in each period.  These amounts relate primarily to
license fees and royalties collected that are being amortized over
the period of the license granted, and are therefore typically
consistent between periods.  

Other expense, net, for the three months ended March 31, 2008, and
2007, were approximately $3,865,000 and $19,471,000, respectively.
The decrease in net other expense in the three months ended
March 31, 2008, compared to that of the earlier period, relates
primarily to adjustments to fair value of derivatives related to
the convertible debenture financings and the charges related to
issuance of convertible debentures.  

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?2fa4  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 12, 2008, Los
Angeles-based Singer Lewak Greenbaum & Goldstein LLP expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditor pointed to the company's recurring losses from
operations, negative cash flows from operations, substantial
stockholders' deficit and current liabilities that exceed current
assets.

                       About Advanced Cell

Based in Worcester, Mass., Advanced Cell Technology Inc. (OTC BB:
ACTC) -- http://www.advancedcell.com/-- is a biotechnology   
company focused on developing and commercializing human embryonic
and adult stem cell technology in the emerging fields of
regenerative medicine.  Principal activities to date have included
obtaining financing, securing operating facilities, and conducting
research and development.  The company has no therapeutic products
currently available for sale and does not expect to have any
therapeutic products commercially available for sale for a period
of years, if at all.


AK STEEL: Moody's Reviews Ratings for Possible Upgrade
------------------------------------------------------
Moody's Investors Service placed the ratings (Ba3 corporate family
rating) of AK Steel Corporation under review for possible upgrade.
The review is attributable to the company's improved operating and
financial profile driven by strong steel fundamentals and the
company's meaningful reduction in debt, pension, and OPEB
liabilities.

The review will focus on the sustainable level of earnings and
cash flow generation in a more normalized steel price environment
as well as the company's cost position in light of raw material
and energy cost increase challenges. In addition, Moody's will
analyze AK Steel's product mix and end market exposures,
particularly to the automotive and appliance sectors, which are
experiencing softness due to economic weakness in the US, but also
the electrical steel market where the company enjoys a solid
position and where there is more limited downside risk due to
strength in the power generation markets. Further factors to be
considered in the review include liquidity and working capital
management together with the company's financial policies as they
relate to its capital structure and shareholder returns.

On Review for Possible Upgrade:

..Issuer: AK Steel Corporation

....Corporate Family Rating, Placed on Review for Possible
Upgrade, currently Ba3

....Probability of Default Rating, Placed on Review for Possible
Upgrade, currently Ba3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Upgrade, currently B1, LGD4, 65

Outlook Actions:

..Issuer: AK Steel Corporation

....Outlook, Changed To Rating Under Review From Stable

Moody's last rating action on AK Steel was August 13, 2007, at
which time AK Steel's corporate family rating was upgraded to Ba3
from B1, its $550 million senior unsecured notes due 2012 were
upgraded to B1 from B2, and its SGL-1 speculative grade liquidity
rating was affirmed.

Headquartered in Middletown, Ohio, AK Steel ranks as a middle
tier, high quality integrated steel producer in the United States
(total shipments were around 6.5 million tons over the trailing
twelve months ended June 30, 2008 while revenues were $7.4
billion). The company produces flat-rolled carbon, stainless and
electrical steel products.  


ALLIS-CHALMERS: Moody's Assigns B2 Rating to Proposed Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 4, 55%) rating to the
proposed US$350 million senior unsecured notes to be issued by
Allis-Chalmers Energy Inc. (ALY). At the same time, Moody's
changed ALY's rating outlook to positive from stable and affirmed
its B2 Corporate Family Rating, B2 Probability of Default Rating,
B2 (LGD 4, 55%) senior unsecured note ratings, and SGL-2
speculative grade liquidity rating. Proceeds from the notes will
be used to fund the cash portion of ALY's pending acquisition of
Bronco Drilling Company, Inc. (not rated), refinance $72 million
in debt at Bronco, fund approximately $13 million in severance
costs to Bronco executives and $15 million in transaction costs
and fees, with the remainder used to repay borrowings under ALY's
revolving credit facility and for general corporate purposes. The
Bronco acquisition is being financed with $200 million in cash and
16.8 million shares of ALY's common stock. The sale of the notes
is conditioned on the closing of the Bronco acquisition, which
pending regulatory and shareholder approvals, is expected to close
in August.

The positive outlook reflects the company's increased scale and
diversification, which are indicative of a higher rating, and
management's track record of financing material acquisitions with
a substantial equity component. Management's demonstrated
willingness to issue equity has provided a degree of financial
cushion partially mitigating the risks associated with ALY's
aggressive growth strategy. These risks include valuation and
performance risk inherent to a proportionally high level of
acquisitions priced during fairly robust sector conditions, event
and integration risk, and business and political risk associated
with step-outs into new business lines and regions with
substantial political risk.

An upgrade of ALY's B2 Corporate Family Rating will depend on the
company's success in integrating and achieving projected earnings
from the Bronco acquisition, which represents the company's
largest acquisition to date and its first entry into the contract
drilling market in the U.S.; generating improved results from its
recently restructured rental tools business, which has performed
below expectations; maintaining conservative financial leverage,
with debt/EBITDA maintained within 3x; and continuing to finance
material acquisitions with a meaningful equity component. Weaker
than expected operating results, protracted acquisition
integration, or an unfavorable change in financial policies could
result in the outlook returning to stable.

Allis-Chalmers Energy Inc. is headquartered in Houston, Texas.


ALLIS-CHALMER: S&P Rates Proposed $350MM Sr. Unsecured Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating to the company's proposed $350 million senior unsecured
notes due 2018.  At the same time S&P assigned the notes a
recovery rating of '3', indicating meaningful (50% to 70%)
recovery in the event of a payment default.  The company will use
note proceeds to help to finance the acquisition of Bronco
Drilling Co. Inc. (unrated).  S&P also affirmed the 'B+' corporate
credit rating.  The outlook is stable.
     
The corporate credit rating on Allis reflects recently soft
operating performance at the company, specifically its rental
services segment, and low rig utilization rates at Bronco during
the fourth quarter of 2007 and the first quarter of 2008, which
resulted in lower cash flows.  Also, the company is very
acquisitive.  While the acquisitions have improved Allis' scale
and scope of operations, they also raise questions as to whether
management has the ability to effectively manage such rapid
growth.  Furthermore, the acquisition of Bronco represents the
company's first venture in the domestic land rig business.
Finally, the oilfield services industry is highly cyclical.  S&P
expect demand for services to improve during the second half of
2008 because of robust commodity prices, but the rig count has
historically been very volatile, and a reversion to low drilling
activities would result in significantly lower cash flows for
Allis.
      
"The rating also reflects expected improvements in operating
performance as a result of strong industry conditions during the
second half of 2008, adherence to its stated financial policy, and
meaningful improvements in the company's scale and product
offerings during the past year," said Standard & Poor's credit
analyst Amy Eddy.    
     
Allis is a small, rapidly growing oilfield services company
operating primarily in Texas, Louisiana, and Argentina.  The
company has consummated several acquisitions since 2001 and has
increased its pro forma EBITDA to about $300 million compared with
$37 million when Standard & Poor's first rated the company in
January 2006.  Although the pace of acquisitions raises questions
as to whether management has the ability to effectively manage
such rapid growth and complicates operating performance
comparisons, S&P recognizes that the acquisitions have
strengthened the company's business risk profile.
     
The outlook is stable.  Standard & Poor's recognizes that industry
trends for oilfield services should remain favorable in the near
term, which should improve Allis' cash flows during the second
half of 2008.  S&P expects the company to continue to be
acquisitive and maintain a debt to EBITDA ratio of around 3x.  Any
further positive rating actions are contingent on Allis' ability
to profitably maintain its scale and scope of operations.  Worse-
than-expected financial results, whether due to deteriorating
industry fundamentals or company-specific issues, that result in
debt to EBITDA above 4x and interest coverage of less than 3x
could result in a negative rating action.


AMERICAN COLOR: Court to Consider Chapter 11 Plan on August 26
--------------------------------------------------------------
ACG Holdings, Inc., informs parties-in-interest in a notice filed
in its bankruptcy proceedings that Judge Christopher S. Sontchi of
the U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on August 26, 2008, at 10:00 a.m., to consider
confirmation of the Joint Prepackaged Plan of Reorganization of
ACG Holdings, Inc., Vertis Holdings, Inc., and their respective
debtor-affiliates.  At the hearing, the Court will consider
whether the Plan complies with the disclosure and confirmation
requirements under the Bankruptcy Code.

The Joint Plan and its accompanying disclosure statement was filed
by ACG and Vertis on July 15, 2008.  The Plan contemplates a
merger of the Vertis Debtors and the ACG Debtors, and a
comprehensive financial restructuring of the ACG Debtors'
existing equity and debt structures.

Any objections to the Joint Plan must be filed with the Court no
later than August 19, 2008.  It must be in writing, state the
name of the objection party, and state with particularity the
basis and nature of any objection to the Plan.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print  
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets $100 million to
$500 million and estimated debts of $500 million to $1 billion.


AMERICAN COLOR: Obtains CCCA Initial Stay Order Against Creditors
-----------------------------------------------------------------
ACG Holdings, Inc., and American Color Graphics, Inc., sought and
obtained on July 16, 2008, an initial order from the Superior
Court of Justice (Commercial List) for the Province of Ontario,
granting them protection from their creditors under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c . C-36, as amended.

Pursuant to the Initial CCAA Stay Order, the Canadian Court held
that for so long as the ACG Entities' Chapter 11 proceedings are
ongoing, no proceeding or enforcement process in any court or
tribunal will be commenced or continued against or in respect of
the ACG Entities or the CCAA Applicants, PricewaterhouseCoopers
Inc. or the Canadian Court-appointed Information Officer, or
affecting the Applicants' business or property, except with the
written consent of the Applicants or leave of the Court.  

All proceedings currently under way against or in respect of the
Applicants are stayed and suspended pending further Court order.

The Canadian Court restrains parties, during the Stay Period,
from accelerating, terminating, suspending, modifying, canceling,
terminating, withdrawing or interfering with any licenses,
permits, approvals or consents relating to the Applicants or in
connection with their Property.

Additionally, no action may be asserted, commenced, proceeded
with or continued against any member of the Applicants' board of
directors, officers or employees with respect to any claim that
arose prior to the Stay order.

The Court Order does not prohibit any renewal registration or
filing under any Personal Property Act in Canada, as required to
continue or otherwise maintain an existing filing or recording of
any lease, security interest, mortgage or "hypothec", which would
otherwise expire during the Stay Period.

The Canadian Court does not require claimants to make advances of
money or credit to the Applicants.  No Claimant is prohibited
from exercising any right to terminate, amend or claim any
accelerated payment under an "eligible financial contract."

The Canadian Court entitles, but does not oblige, the Applicants
to pay all expenses they incur or will incur in the ordinary
course of business prior to and after the entry of the Stay
Order.

Pursuant to the Initial Stay Order, the Applicants are required,
within 10 days, to notify known creditors located in Canada
having claims in excess of C$1,000, of the CCAA filing and the
Monitor's contact information.

ACG intends to continue operating on a "business as usual basis,"
and known creditors will continue to be paid in the normal course
or on other terms as may be agreed between the parties.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets $100 million to
$500 million and estimated debts of $500 million to $1 billion.


AMERICAN COLOR: CCCA Court Appoints PwC as Information Officer
--------------------------------------------------------------
The Superior Court of Justice (Commercial List) for the Province
of Ontario, in Canada, appointed PricewaterhouseCoopers Inc., as
the information officer of American Color Graphics Inc. and its
affiliates during the pendency of their restructuring proceedings
under the Companies' Creditors Arrangement Act.

As Information Officer, PwC will deliver to the Court, as
advisable and upon any material developments uniquely affecting
the Canadian assets or creditors, a status report of the
Applicants' Chapter 11 proceedings.

The Canadian Court authorized the Information Officer to engage
legal counsel, agents and advisors in Canada, that it considers
necessary to advise and assist in the exercise of its powers and
the discharge of its obligations.

The Applicants and the Information Officer will incur no
liability or obligation as a result of the appointment of the
Information Officer, or the non-negligent fulfillment of its
duties in carrying out the provisions of the Court Order.

No action or other proceedings will be commenced against the
Applicants or Information Officer as a result of, or relating in
any way to, the appointment or the fulfillment of their duties
with respect to the action or proceeding.

The Canadian Court authorized the Applicants and the Information
Officer to, from time to time, apply to the Court for further
relief, including directions in the discharge of their powers.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print  
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets $100 million to
$500 million and estimated debts of $500 million to $1 billion.


AMERICAN COLOR: Wants Filing of Schedules Extended to September 29
------------------------------------------------------------------
Pursuant to Section 521 of the U.S. Bankruptcy Code and Rule 1007
of the Federal Rules of Bankruptcy Procedure, Vertis Holdings,
Inc. and ACG Holdings, Inc., and their debtors affiliates are
required to file, within 15 days upon filing for bankruptcy:

   -- schedules of assets and liabilities,
   -- schedules of executory contracts and unexpired leases,
   -- lists of equity holders,
   -- schedules of current income and expenditures, and
   -- statements of financial affairs.

However, Rule 1007-1(b) of the Local Rules of Practice and
Procedure for the United States Bankruptcy Court for the District
of Delaware provides that if the total number of creditors in a
debtor's Chapter 11 case exceeds 200, the debtor must file the
Schedules and Statements within 30 days of the Petition Date.

Vertis and ACG are currently required to file their Schedules and
Statements by August 14, 2008.

Vertis, however, notes that the preparation of the Schedules and
Statements that relate to more than its 50,000 creditors will
require significant expenditure of time and effort.

Similarly, ACG asserts that given the large number of its
creditors, the complexity of its businesses and its limited
staffing, the 30-day extension period under Local Rule 1007-1(b)
is not sufficient.

In separate requests, Vertis asks the Court to extend the time
within which it may file its Schedules and Statements through and
including September 25, 2008.

ACG asks the Court to extend its schedules and statements filing
deadline, through and including September 29, 2008.

In the event ACG seeks to establish a claims bar date, ACG seeks
to have its Schedules and Statements filing deadline extended to a
date that is 10 days after the filing of a Bar Date motion.

Moreover, Vertis and ACG ask Judge Christopher S. Sontchi to
permanently waive the requirement for them to file the Schedules
and Statements upon the effective date of their Prepackaged Plan
of Reorganization.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print  
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets $100 million to
$500 million and estimated debts of $500 million to $1 billion.


AMERICHIP INT'L: Posts $618,218 Net Loss in 2nd Qtr. Ended May 31
-----------------------------------------------------------------
AmeriChip International Inc. reported a net loss of $618,218 on
revenues of $440,097 for the second quarter ended May 31, 2008,
compared with a net loss of $1,740,560 on revenues of $628,198 in
the same period ended May 31, 2007.

The decrease in net loss primarily reflects a decrease in
operating expenses.

At May 31, 2008, the company's consolidated balance sheet showed
$6,940,503 in total assets, $6,806,793 in total liabilities,
$3,413 in minority interest, and $130,297 in total stockholders'
equity.

The company's consolidated balance sheet at May 31, 2008, also
showed strained liquidity with $947,652 in total current assets
available to pay $4,193,146 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?301c

                  About AmeriChip International

Headquartered in Clinton Township, Mich., AmeriChip International
Inc. (OTC BB: ACHI.OB) -- http://www.americhiplacc.com/-- holds a    
patented technology known as Laser Assisted Chip Control, which
can be used to re-engineer the manufacturing process for
industrial metal machining applications.

According to AmeriChip International, this technology, when
implemented by the customer, will eliminate dangerous ribbon-like
steel chips that tangle around moving tool parts, automation
devices and other components essential to the machine processing
of low to medium grade carbon steels and non-ferrous metal parts.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 13, 2008,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,  
expressed substantial doubt about Americhip International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Nov. 30, 2007.  The auditing firm pointed to the company's  
recurring losses from operations.

At May 31, 2008, the company had an accumulated deficit of
$33,747,767.


ARCHIMEDES FUNDING: Moody's Puts on Review Ba2 Notes Rating
-----------------------------------------------------------
Moody's Investors Service upgraded the rating on these notes
issued by Archimedes Funding IV Ltd.:

Class Description: US $42,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2013

Prior Rating: Aa2, on review for possible upgrade

Current Rating: Aa1

According to Moody's, the rating action is the result of pay down
on the Class A-1 Notes and related improvement in the Class A
Overcollateralization Ratio.

Additionally, Moody's placed on review for possible downgrade the
rating on the following notes:

Class Description: US $8,500,000 Class C Floating Rate Senior
Secured Notes Due 2013

Prior Rating: Ba2

Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the underlying collateral,
consisting primarily of Senior Secured Loans.


ARTHROCARE CORP: Audit Group Urges Restatement of Financial Data
----------------------------------------------------------------
ArthroCare Corp. will restate its financial statements for the
years ended Dec. 31, 2006, and 2007, the quarters ended Sept. 30,
2006, Dec. 31, 2006, each of the quarters of 2007 and the quarter
ended March 31, 2008, as a result of the determination by the
audit committee of the board of directors on July 20, 2008, that
the financial statements for these periods can no longer be relied
upon.

The restatement follows a recommendation by management that
revenue in these issued financial statements must be adjusted
because:

   -- the relationship between the company and DiscoCare Inc.
      during the periods being restated was a sales agent
      relationship, rather than that of a traditional distributor;
      and

   -- the sales price of products sold to State of the Art Medical
      Products Inc., Boracchia & Associates and Clinical
      Technology Inc. cannot be considered fixed or determinable
      upon shipment by ArthroCare during the periods being
      restated.

The company will therefore account for sales by ArthroCare of
products to each of these entities from the third quarter of 2006
to March 31, 2008, under a sell-through revenue recognition method
that is appropriate for both of these situations, as opposed to a
sell-in method.  Under the sell-through method, revenue is not
recognized until after the surgery is performed or a subsequent
sale to another customer occurs.  Sales to these companies for
periods prior to the third quarter of 2006 will continue to be
accounted for under the previous method of revenue recognition,
either sell-in or sell-through depending on the terms of the
previous contract with each company.

On July 20, 2008, the audit committee discussed the matters with
the management and the company's independent registered public
accounting firm, PricewaterhouseCoopers LLP.  The restatement
involves the timing of revenue recognition from one period to
another and is expected to result in a non-cash reduction in
revenue for the periods being restated.  The restatement is not
expected to affect future cash flows.  

In addition to the changes from the sell-in method to the sell-
through revenue recognition method for the four entities, the
restatement will correct errors identified by management
regarding:

   -- the classification to record as an offset to revenue for
      commissions paid by ArthroCare to SOTA, Clinical Technology
      and Arthroscopy & Medical Equipment International Inc. on
      products purchased directly by the distributor as principal
      and subsequently resold to third parties previously recorded
      as sales and marketing expense;

   -- the classification to record as an offset to revenue of
      distribution and marketing fees paid to SOTA, Boracchia,
      Frontier Medical Inc. and Clinical Technology recorded as
      sales and marketing expense that did not meet the criteria
      of EITF 01-9 Accounting for Consideration Given by a Vendor
      to a Customer (Including a Reseller of the Vender's
      Products);

   -- the allocation of the purchase price for the DiscoCare
      acquisition on Dec. 31, 2007, under FAS 141, Business
      Combinations as a result of the conclusion that DiscoCare
      was an agent prior to the acquisition, not a distributor;
      and

   -- a foreign currency translation error in the fourth quarter
      of 2006 which was identified during management's conversion
      to the SAP enterprise financial reporting system.

The sales prices to SOTA, Boracchia, and Clinical Technology were
not fixed or determinable under Staff Accounting Bulletin 104,
Revenue Recognition, which sets forth four criteria which are
necessary before revenue can be recognized, including that sales
prices are required to be fixed or determinable, due to rebates to
the distributors if the distributors sold the products at prices
below their purchase price from ArthroCare.  Not meeting the
criteria can result in a deferral of revenue recognition which is
what management expects to occur in the restatement.

While the restatement is being completed, the audit committee will
oversee a review of the scope and nature of the company's internal
controls.  That review will be conducted by Latham & Watkins LLP
with the assistance of FTI Consulting Inc.  Depending on the
results of this review, it may be expanded beyond internal
controls.  This review is being conducted separately from
management's reassessment of the effectiveness of internal control
over financial reporting.  No conclusions on the effectiveness of
internal control over financial reporting or disclosure controls
and procedures are expected prior to the conclusion of the
restatement and the filing of amended filings with the Securities
and Exchange Commission.

Management estimates that the effect of the restatement will be a
non-cash reduction in revenue in 2006 of $4 million to $7 million
and in 2007 of $20 million to $25 million.  The estimated effect
of the restatement on revenue in the first quarter of 2008 will be
a reduction of $2 million to $5 million.  Management estimates
that the restatement will result in material reductions in
operating income and net income for the annual and quarterly
periods being restated.  Management's reassessment of its prior
accounting for sales to distributors resulted from discussions
initiated by PwC.

Management believes that completing the restatement process will
enable the company to continue with its evaluation of financial
and strategic alternatives.

                       About ArthroCare Corp.

Headquartered in Austin, Texas, ArthroCare Corp. (NASDAQ:ARTC) --
http://www.arthrocare.com/--is a medical device company that  
develops, manufactures and markets minimally invasive surgical
products.  Founded in 1993, ArthroCare markets surgical products
across three business units: ArthroCare Sports Medicine,
ArthroCare Spine, and ArthroCare Ear, Nose and Throat.  It has
also developed, manufactured and marketed Coblation-based and
complementary products for application in neurology, cosmetic
surgery, urology and gynecology, with research continuing in
additional areas.


ASTRATA GROUP: May 31 Balance Sheet Upside-Down by $5.0 Million
---------------------------------------------------------------
Astrata Group Incorporated's consolidated balance sheet at May 31,
2008, showed $12.5 million in total assets and $17.5 million in
total liabilities, resulting in a $5.0 million stockholders'
deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $11.0 million in total current
assets available to pay $17.4 million in total current
liabilities.

The company reported a net loss of $1.1 million on net sales of
$3.0 million for the first quarter ended May 31, 2008, compared
with a net loss of $4.1 million on net sales of $1.7 million in
the same period ended May 31, 2007.

The increase in net sales was attributable to increased business
in South East Asia and approximately $800,000 related to the
fixed-price contract with a Singapore entity the company entered
into on April 10, 2007.

Operating loss for the three months ended May 31, 2008, was
$904,165, as compared with an operating loss of $3.4 million for
the three months ended May 31, 2007.  

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?301d

                       About Astrata Group

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

                          *     *     *

As reported in the Troubled Company Reporter on June 19, 2008
Windes & McClaughry Accountancy Corporation in Irvine, Calif.,
raised substantial doubt about Astrata Group Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the year ended Feb. 29, 2008.  

The auditing firm pointed to the company's negative working
capital, accumulated deficit, and stockholders' deficit as
of Feb. 29, 2008, and the company's net loss and negative
operating cash flow for the year then ended.

For the three months ended May 31, 2008, the company had a net
loss of approximately $1.1 million.  The company had negative cash
flow from operating activities of approximately $1.1 million.  In
addition, the company had a working capital deficit of
approximately $6.4 million, an accumulated deficit of
approximately $48.2 million and a stockholders' deficit of
approximately $5.0 million as of May 31, 2008.


ATA AIRLINES: Can Sell Remaining Aircraft-Related and Misc. Assets
------------------------------------------------------------------
ATA Airlines, Inc., obtained the approval of the U.S. Bankruptcy
Court for the Southern District of Indiana to auction off
its remaining aircraft-related equipment and miscellaneous assets
stored in its facilities in Dallas, Indianapolis and Hawaii.

Assets slated for auctions do not include those that have been
previously approved by the Court for sale or disposition, and are
subject of pending sales.  

Also not included are assets that have been identified in the
requests for proposal issued by ATA Airlines on June 10, 2008,
except those the airlines decides not to include in a private or
stalking horse bid sale.  These consist of aircraft parts and
equipment to be sold to the bidders not individually but in
packages.

ATA Airlines will conduct an auction of its assets in Dallas
starting at 10:00 a.m., Central time, on September 4 and 5, 2008,
at 2413 North Support Road-DFW Airport, in Dallas, Texas.  

Meanwhile, its assets in Indianapolis are slated for auction
beginning at 10:00 a.m., Eastern time, on Sept. 10 and 11,
2008, at 4555 West Bradbury, in Indianapolis, Indiana.

ATA Airlines will hold an auction in Hawaii simultaneous with the
auction its auctioneer, Starman Bros. Auctions Inc., will conduct
for Aloha Airlines, Inc.  Concerned parties will receive a notice
from the airlines about the date and venue for the auction, which
has not yet been set to date.  

Starman Bros., has been required to file a report of the sale
within seven days after the auctions, and furnish counsel for the
U.S. Trustee, the Official Committee of Unsecured Creditors and
JPMorgan Chase Bank, N.A., a copy of the report.  The firm has
also been required to file with each report an affidavit listing
the commission received and costs reimbursed.

No further hearing is required to approve the results of the
auctions, or authorize the payment of commission and
reimbursement of expenses to Starman Bros., unless an objection
to the reports and affidavits is filed within five days after
their issuance.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


BHM TECHNOLOGIES: Liquidation Analysis for Hypothetical Ch. 7
-------------------------------------------------------------
BHM Technologies Holdings, Inc. and its debtor-subsidiaries have
performed a liquidation analysis to determine the dollar amount
that would be generated from a hypothetical liquidation of their
assets in Chapter 7 as of the effective date of their Joint Plan
of Reorganization.

Pursuant to Section 1129(a)(7) of the Bankruptcy Code, each holder
of an impaired claim or equity interest must either (a) accept a
debtor's Chapter 11 plan or (b) receive or retain under the Plan
property of a value, as of the Plan's effective date, that is not
less than the value the non-accepting holder would receive or
retain if the debtor was to be liquidated under Chapter 7 of the
Bankruptcy Code on the Effective Date.

                      BHM TECHNOLOGIES, INC.
                       Liquidation Analysis
                     As of September 30, 2008

                       STATEMENT OF ASSETS
                           ($ in 000s)

              Projected
               Net Book | Hypothetical |
                Value   |  Percentage  |
            (Unaudited) |   Recovery   |  Hypothetical Recovery
(Amount)
            ____________|_____________ |
_______________________________
                        | Low    High  |   Low       High    |
Midpoint
                        | ---    ----  |   ---       ----    |
--------
Cash & Cash                                                  |
  Equivalents  18,508.7  100.0%  100.0%  18,508.7   18,508.7 |
18,508.7
A/R            71,959.6   58.0%   85.0%  41,736.6   61,165.7 |
51,451.1
Inventories    20,417.7   80.1%   96.6%  16,347.9   19,732.5 |
18,040.2
Other Current                                                |
  Assets        1,322.4    0.0%   20.0%                264.5 |    
132.2
PP&E           85,886.8   40.0%   70.0%  34,354.7   60,120.8 |
47,237.8
Value from                                                   |
  Non-Debtor                                                 |
  Subsidiaries 29,872.2    9.0%   32.5%   2,683.6    9.720.1 |  
6,201.9
               --------               -   -------    ------- |  
-------
Total Assets 435,331.0                 113,631.5  169.512.3 |
141,571.9
                                                             |
Costs Associated  w/ Liquidation:                            |
Payroll/Overhead                        (40,385.1) (35,117.4)|
(37,751.3)
Liquidation of PP&E                       (1,717.7) (3,006.0)|
(2,361.9)
Ch. 7 Trustee Fees                        (3,408.9) (5,085.4)|
(4.247.2)
Chapter 7 Professional Fees:              (3,800.0) (3,800.0)|
(3,800.0)
                                          -------    ------- |  
-------
Net Estimated Liquidation Proceeds                           |
  Available for Distribution             $64,319.8 $122.503.4|
$93,411.6
                                          =======    ======= |  
=======

                   DISTRIBUTION ANALYSIS SUMMARY
                           ($ in 000s)
                                             |            |  
Midpoint  |
                                             | Estimated  |
Estimated  |
                                             | Allowable  |  
Recovery  |
                                             |   Claims   |   
Value    |
   __________________________________________|___________ |
____________|
   Net Estimated Proceeds
     Available for Distribution                              
$93,411.6
   Less Superpriority Administrative Claims   
      Debtor-in-Possession Facility              16,000.0
      Add'l Drawn Letters of Credit                 300.0
                                                            ------
----
      Total Superpriority Admin. Claims                       
16,300.0

   Hypothetical recovery to Superpriority
     Administrative claims                                       
100.0%
   _______________________________________________________________
_____
   Less Carve Out for Professional Fees           1,000.0      
1,000.0
                                                ---------   
----------
      Proceeds Avail. for 1st Lien Debt Claims               
$76,112.0
   Less Prepetition First Lien Debt Claims      264,394.0    
264,394.0  
                                                            ------
----
   Hypothetical recovery to Secured Claims                       
28.8%  

   Proceeds Available after 1st Lien Debt Claims                  
$ -
   _______________________________________________________________
_____

   Less Prepetition 2nd Lien Debt Claims         72,112.5     
72,112.5
                                                ---------   
----------
      Proceeds Avail. for 1st Lien Debt Claims               
$76,112.0

   Hypothetical recovery to Secured Claims                        
0.0%  

   Proceeds Available after 2nd Lien Debt Claims                  
$ -
   _______________________________________________________________
_____

   Less Admin. & Priority Claims                 
      Ch. 11 Postpetition A/P and Accruals       32,956.9    
      Unpaid Ch. 11 Professional Fees             5,083.5   
      Estimated 503(b)(9) Claims                 12,793.6
                                                ---------   
----------
      Total Admin. & Priority Claims                         
$50,834.1

   Hypothetical recovery to Admin. & Priority Claims              
0.0%  

   Proceeds Available after Admin & Priority Claims               
$ -
   _______________________________________________________________
_____

   Less Total Unsecured Claims:                  
      Estimated Trade Claims                     45,654.5    
      Estimated Netherton Note                      217.6   
      Estimated Other Unsecured                     522.6
                                                ---------   
----------
      Total UImin. & Priority Claims                         
$46,394.7

   Hypothetical recovery to Unsecured Claims                      
0.0%  

   Net Estimated Deficiency to Unsecured Claims                   
$ -
   _______________________________________________________________
_____

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 of $100 million to
US$500 million and estimated debts of $100 million to
US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BHM TECHNOLOGIES: Financial Projections for Plan Alternatives
-------------------------------------------------------------
The Management of BHM Technologies Holdings, Inc. and its debtor-
subsidiaries prepared financial projections for each of two
alternatives under their the Joint Plan of Reorganization, for
purposes of demonstrating the feasibility of the Plan.

                  BHM TECHNOLOGIES, INC., ET AL.
                      New Money Alternative
                Projected Statement of Operations
                           (Unaudited)
                      (dollars in thousands)

                  Actual    Projected
                    YTD   |  7 Mos.  |  12 months Ending December
31
                  May'08  |  Ending  |  
____________________________
                          |  Dec. 8 |     2009      2010       
2011
                  ------- | -------- |   -------  --------   
--------
Net Sales        $164,630   $226,993    $399,869  $392,993   
$410,923
cost of Sales     154,079    210,934     357,562   352,746    
370,928
                  -------   --------     -------  --------   
--------
   Gross Profit    10,551     16,059      42,307    40,246     
39,995  

SG&A Expenses       9,299     12,214      20,839    20,904     
21,200
Restructuring
  Expenses          8,567     15,798         560     2,678          
-
                  -------   --------     -------  --------   
--------
   Operating
   Expenses        17,865    128,012      21,399    23,582     
21,200

Operating Income   (7,314)   (11,953)     20,908    16,664     
18,796  
Interest Expense   14,533      2,078      11,265    11,026     
10,784
Amortization        3,779      6,615       8,458     7,665      
7,665
Other Expenses        656      2,579         230       200        
138
                  -------   --------     -------  --------   
--------
Income Before
  Income Taxes    (25,282)   (23,208)      1,772    (1,355)       
823

Provision from
  Income Taxes     (9,241)         -         620      (474)       
288
                  -------   --------     -------  --------   
--------
Net Income       ($17,041)  ($23,208)     $1,152     ($881)      
$535
                  =======   ========     =======  ========   
========


                  BHM TECHNOLOGIES, INC., ET AL.
                      New Money Alternative
                Projected Statements of Cash Flow
                           (Unaudited)                      
                      (dollars in thousands)

                  Actual    Projected
                    YTD   |  7 Mos.  |  12 months Ending December
31
                  May'08  |  Ending  |  
____________________________
                          |  Dec. 8  |    2009      2010       
2011
                  ------- | -------- |   -------  --------   
--------
Cash Flows
from operating
activities:
Net Income       ($17,041)  ($23,208)     $1,152     ($881)      
$535   
Cancellation of
  Debt/Goodwill
  Impairment     (117,698)   131,628           -         -          
-
Depreciation,
  Amortization
  & Depletion       8,579     17,991      23,860    22,534     
26,011
   Decrease in
     Accounts
     Receivable     3,550      9,940        (490)      712     
(1,332)
   Decrease in
     Inventories     (620)     1,409      (1,101)      124     
(1,334)
   Decrease in
     Tooling        9,619     (1,150)          _         -          
-
   Decrease in
    other assets  125,563        823           -         -          
-
   Increase in
     accrued

     interest       8,613     (9,800)       (635)        -          
-
   Increase in
     payables      (2,958)   (18,610)    (13,950)    1,022      
1,911  
Change in net
working capital   143,767    (17,389)    (16,175)    1,859       
(754)
                  -------   --------     -------  --------   
--------

Cash flows
from operations    17,607    109,021       8,836    23,512     
25,792

Capex              (8,393)    (9,486)    (17,836)  (15,250)   
(16,850)
Capital Contrib.        -     12,500           -         -          
-
Changes in debt     2,707   (121,149)        406    (2,256)      
(925)
                  -------   --------     -------  --------   
--------
Change in Cash     11,920     (9,114)     (8,594)    6,006      
8,017

Beginning cash      9,788     21,708      12,594     4,000     
10,006
                  -------   --------     -------  --------   
--------
   Net Change
   in Cash         11,920    (9,114)      (8,594)    6,006      
8,017
                  -------   --------     -------  --------   
--------
Ending cash       $21,708   $12,594       $4,000   $10,006    
$18,023
                  =======   ========     =======  ========   
========


                  BHM TECHNOLOGIES, INC., ET AL.
                     No New Money Alternative
                Projected Statement of Operations
                           (Unaudited)                      
                      (dollars in thousands)

                  Actual    Projected
                    YTD   |  7 Mos.  |  12 months Ending December
31
                  May'08  |  Ending  |  
____________________________
                          |  Dec. 8  |    2009      2010       
2011
                  ------- | -------- |   -------  --------   
--------
Net Sales        $164,630   $226,993    $399,869  $392,993   
$410,923
cost of Sales     154,079    210,934     357,562   352,746    
370,928
                  -------   --------     -------  --------   
--------
   Gross Profit    10,551     16,059      42,307    40,246     
39,995  

SG&A Expenses       9,299     12,214      20,839    20,904     
21,200
Restructuring
  Expenses          8,567     15,798         560     2,678          
-
                  -------   --------     -------  --------   
--------
   Operating
   Expenses        17,865    128,012      21,399    23,582     
21,200
                  -------   --------     -------  --------   
--------
Operating Income   (7,314)   (11,953)     20,908    16,664     
18,796  

Interest Expense   14,533      2,078      11,265    11,026     
10,784
Amortization        3,779      6,615       8,458     7,665      
7,665
Other Expenses        656      2,574         230       200        
138
                  -------   --------     -------  --------   
--------
Income Before
  Income Taxes    (26,282)   (23,219)        955    (1,355)       
208

Provision from
  Income Taxes     (9,241)         -         334      (779)        
73
                  -------   --------     -------  --------   
--------
Net Income       ($17,041)  ($23,219)       $621   ($1,447)      
$135
                  =======   ========     =======  ========   
========


                  BHM TECHNOLOGIES, INC., ET AL.
                     No New Money Alternative
                Projected Statements of Cash Flow
                           (Unaudited)                      
                      (dollars in thousands)

                  Actual    Projected
                    YTD   |  7 Mos.  |  12 months Ending December
31
                  May'08  |  Ending  |  
____________________________
                          |  Dec. 8  |    2009      2010       
2011
                  ------- | -------- |   -------  --------   
--------
Cash Flows
from operating
activities:
Net Income       ($17,041)  ($23,219)       $621   ($1,447)      
$135   
Cancellation of
  Debt/Goodwill
  Impairment     (117,698)   131,628           -         -          
-
Depreciation,
  Amortization
  & Depletion       8,579     17,991      23,860    22,534     
26,011
   Decrease in
     Accounts
     Receivable     3,550      9,940        (490)      712     
(1,332)
   Decrease in
     Inventories     (620)     1,408      (1,101)      124     
(1,334)
   Decrease in
     Tooling        9,619     (1,150)          _         -          
-
   Decrease in
    other assets  125,563        823           -         -          
-
   Increase in
     accrued
     interest       8,613     (9,800)       (635)        -          
-
   Increase in
     payables      (2,958)   (18,610)    (13,950)    1,022      
1,911  
Change in net
working capital   143,767    (17,389)    (16,175)    1,859       
(754)
                  -------   --------     -------  --------   
--------
Cash flows
from operations    17,607    109,010       8,305    22,946     
25,393

Capex              (8,393)    (9,486)    (17,836)  (15,250)   
(16,850)
Capital Contrib.        -          _           -         -          
-
                  -------   --------     -------  --------   
--------
Changes in debt    11,920    (17,708)          0         0         
16
                  -------   --------     -------  --------   
--------
Change in Cash     11,920    (17,708)         (0)        0         
16

Beginning cash      9,788     21,708       4,000     4,000      
4,000
                  -------   --------     -------  --------   
--------
   Net Change
   in Cash         11,920   (17,708)           0         0         
16
                  -------   --------     -------  --------   
--------
Ending cash       $21,708    $4,000       $4,000    $4,000     
$4,016
                  =======   ========     =======  ========

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 of $100 million to
US$500 million and estimated debts of $100 million to
US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BHM TECHNOLOGIES: Eclipse Wants to Lift Stay to Recover Tooling
---------------------------------------------------------------
Eclipse Tool & Die, Inc., asks the United States Bankruptcy Court
for the Western District of Michigan (i) to grant it relief
from the automatic stay to allow it to recover its tooling from
BHM Technologies Holdings, Inc. and its debtor-subsidiaries, or in
the alternative, and (ii) to direct them to pay $699,635, and
provide adequate protection for its interest in the equipment.

Eclipse, a Michigan corporation, is a small tool and die company
located in Wayland, Michigan, that specializes in the building of
special metal fabricating tools and dies that are ultimately
delivered to companies such as the Debtors, to produce production
parts for inclusion into major North American and Asian
automotive original equipment manufacturers and Tier-1 suppliers.

David S. Lefere, Esq., at Bolhouse, Vander Hulst, Risko & Baar,
P.C., in Grandville Michigan, states that as of the Petition
Date, Eclipse has not been paid the amount of $699,635, that it
is owed for the Special Tooling it designed, fabricated and
manufactured for Brown Corp.

The Special Tooling designed, fabricated and manufactured by
Eclipse for Brown Corp., was singularly designed for use in the
automotive industry for the purpose of producing specific
production and component parts for Chrysler, LLC's 2009 Dodge
Journey vehicle program.

Eclipse obtained and perfected tooling liens in the Special
Tooling it designed, fabricated and manufactured for Brown Corp.
in accordance with the procedures set forth in the Michigan
Special Tool Lien Act, "MSTLA", MCL 570.541 et. seq.

Mr. Lafere notes that Eclipse was required to borrow a
significant amount of money in order to finance the design,
fabrication and manufacture of the Special Tooling for Brown
Corp. and is currently paying 7% of the $699,6350 on a yearly
basis.  Based on the interest rate at 7% on $699,635, Eclipse is
paying $48,974 per year in order to finance the Special Tooling
that has been designed, fabricated, manufactured and delivered to
Brown Corp. and which Brown Corp. is generating revenue from.

Eclipse says it is essentially paying approximately $136.00 in
interest per day for the Special Tooling that is generating
revenue for Brown Corp. and the Debtors.  Each day that Eclipse
goes unpaid by the Debtors, Eclipse suffers a loss of $136 a day,
due to its interest payments, Mr. Lafere tells the Court.

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 of $100 million to
US$500 million and estimated debts of $100 million to
US$500 million.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BLUE WATER: Mulls Business Closure After $39MM Sale Fell Through
----------------------------------------------------------------
Blue Water Automotive Systems Inc., said it may cease operations
as the approval of the going-concern sale of its business to Flex-
N-Gate, LLC, did not push through.

Blue Water has withdrawn its request for approval of that sale on
July 16.

The Debtors entered into a stalking-horse sale agreement with NYX,
Inc., which proposed to pay $7,000,000 in cash, and $21,000,000 in
promissory notes, subject to higher and better offers.

During the auction, the Debtors selected Flex-N-Gate's bid,
initially at $22,400,000, all in cash.  Flex-N-Gate's "final"
offer was valued at about $39,500,000, including $19,400,000 in
cash, James D. Sampson, chief executive officer of Blue Water,
said.

The Debtors' decision to scrap the going-concern sale of their
auto-parts business has raised questions as to the future of their
business and employees.  The delay in the sale has affected the
company's supply contracts with the Detroit's Big Three -- Ford
Motor Company, Chrysler, LLC, and General Motors Corp. -- and the
confirmation hearings related to the Debtors' Chapter 11 plan of
liquidation.

Mr. Sampson said Blue Water reached an agreement to continue
supplying parts for Ford until August 11.  He, however,
acknowledged that that General Motors and Chrysler probably will
take their business elsewhere.

Blue Water's Chapter 11 Plan of Liquidation, which has been
overwhelmingly approved by creditors, provides for a going-concern
sale of the business, a better alternative to a forced liquidation
sale in Chapter 7, especially to employees.

Mr. Sampson has informed Blue Water's 1,238 employees of the
possibility of shutting down operations in 60 to 90 days time, the
Ann Arbor News notes. "I'm still hopeful that there can be some
resolution," Mr. Sampson said, according to Bloomberg News.

Plan confirmation hearing has been adjourned to August 11.

Mr. Sampson, in an interview with Bloomberg News, says CIT Group,
Inc.'s opposition to Flex-N-Gate's Bid, as well as objections from
the other creditors, made Blue Water apprehensive of the United
States Bankruptcy Court Eastern District of Michigan's approval of
the Bid.  CIT Group/Equipment Financing, Inc., and CIT Capital
USA, Inc., are owed more than $40,000,000 in collateralized loans.

                CIT Entities Adversary Proceeding

CIT Capital USA, Inc., and CIT Capital Group/Equipment Financing,
Inc., assert the existence of an intercompany debt is a violation
of each mortgage for the properties, of which contained a
provision that Blue Water Automotive Systems Properties, LLC "has
no material financial obligations" other than the obligations to
the CIT Entities. As the Intercompany Debt exists, BW Properties
and Blue Water Automotive Systems, Inc., which controlled BW
Properties, were guilty of fraud, Shalom L. Kohn, Esq,. at Sidley
Austin LLP, in Chicago, Illinois, avers.

The CIT Entities admit that they have received certain transfers
within two years of the Petition Date, consisting of proceeds of
the Lease from BW Properties to BWASI, which was pledged to CIT
Capital pursuant to the Assignment of Leases and Rents.

The CIT Entities aver that there was no fraudulent conveyance
because BWASI was permitted to occupy the Properties in exchange
for the monthly rent. Continued occupancy was the reasonably
equivalent value exchange for the transfer, Mr. Kohn asserts. He
adds a mere failure of CIT Capital to pay money, as alleged by
BWASI is not a transfer from the Debtors and thus cannot give rise
to fraudulent conveyance liability.

CIT Entities, saying they have no knowledge whether the Debtors
paid taxes and insurance, demand the Debtors' proof of payment.

CIT Capital contends only BW Properties, being a party to the
Mortgage, has the right, prior to an event of default and by
submission of invoices, to obtain cash from the Account to pay
taxes and insurance.

That despite BW Properties' failure to provide invoices, CIT
Capital has reimbursed BW Properties $300,071 for the taxes and
insurance, Mr. Kohn argues. If CIT Capital had any obligation to
remit the funds under the Impound Account, they would be nothing
more than a claim against CIT Capital. As BW Properties had an
obligation to CIT Capital for $14,981,372, CIT Capital's set-off
rights with respect to the Impound Account precludes any recovery
from the alleged breach of contract, unless and until CIT
Capital's claims against BW Properties are paid in full.

CIT Equipment explains that as of May 17, 2006, the value of the
assets pledged by BWASI to secure the Equipment Lease exceeded the
amounts due on the Lease thus there would be no need for the BWAS
Mexico and BW Plastics to resort to the Guaranties. As the Mexican
Entities are not creditors of CIT Equipment, they could not be
insolvent, and the fact that they have no liabilities means that
they could have been solvent, Mr. Kohn reiterates.

The CIT Entities assert the disallowance of the CIT Entities'
Claims is without merit as the Debtors' arguments cannot stand,
the Court cannot grant its request for disallowance.

The CIT Entities assert that to the extent that any transfer is
sought to be set aside as a fraudulent conveyance, the CIT
Entities have the right to retain their liens and enforce their
obligations pursuant to Section 548(c) of the Bankruptcy Code.

Thus, as the Complaint fails to state a claim, the CIT Entities
ask the Court for a summary judgment in their favor with respect
to the Complaint.

                   About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry. The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies. They are supported
by full-service design, program management, manufacturing and
tooling capabilities. With more than 1,400 employees, Blue Water
operates eight manufacturing and product development facilities
and has annual revenues of approximately US$200 million. The
company's headquarters and technology center is located in
Marysville, Mich. The company has operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction. In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies. KPS then set about reorganizing the company. The
company implemented a program to improve operating performance and
address its liquidity issues. During 2007, the company replaced
senior management, closed two facilities, and reduced overhead
spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent. Blue Water's bankruptcy petition
lists assets and liabilities each in the range of $100 million to
$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan.  The Plan has been
confirmed by the Court.

(Blue Water Automotive Bankruptcy News, Issue No. 24, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


BOMBAY COMPANY: Court Sets Aug. 20 to Decide on Plan Confirmation
-----------------------------------------------------------------
The Hon. D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas set Aug. 20, 2008, at 1:30 p.m. Central
Time, as the hearing date to consider confirmation of The Bombay
Company Inc. and its debtor-affiliates' First Amended Consolidated
Joint Plan of Reorganization.

Judge Lynn already approved the Debtors' amended disclosure
statement explaining an amended Chapter 11 plan of liquidation on
July 2, 2008.  As reported in the Troubled Company Reporter on
July 9, 2008, Elaine D. Crowley, the appointed liquidation
trustee, will issue a share of common stock for The Bombay Company
Inc. and become the sole shareholder, officer and director of The
Bombay Company Inc., replacing its existing shareholders and
company officers.  Pursuant to the Plan, all other shares of any
class of stock of each of the Debtors will be canceled on the
Plan's effective date.

A liquidation trust will be created for the benefit of all
creditors of the estates holding allowed claims.

According to the Plan, the Debtors are expected to transfer any
of their assets including (i) cash and accounts, (ii) litigation
causes of action, (iii) ownership interest in Bombay Brands LLC,
(iv) all other property interests, rights, claims, defenses and
causes of action with respect to any and all non-debtor
intercompany claims or the Debtors.

The Court also fixed Aug. 11, 2008, at 4:00 p.m., as the deadline
wherein other parties can submit to the Court their acceptance of
the plan or objections to the plan confirmation.  The objections
must be filed with the Court and served on:

      Counsel for the Debtors
      Robert D. Albergotti, Esq.
      Haynes and Boone LLP
      901 Main Street
      Suite 3100
      Dallas, TX 75202

      Counsel for the Official Committee of
      Unsecured Creditors
      Cathy Herschopf, Esq.
      Gregory G. Plotko, Esq.
      Cooley Godward Kronish LLP
      1114 Avenue of the Americas
      New York, NY 10036-7798

      Office of the U.S. Trustee
      Attn: George McElreath
      Erin Schmidt
      1100 Commerce Street, Room 976
      Dallas, TX 75242

For creditors, solicitation materials including a copy of the
Debtors' disclosure statement, Plan, and a ballot form, are
available by contacting the:

      Balloting Agent
      AlixPartners LLP
      Attn: John Franks
      2100 McKinney Avenue
      Suite 800
      Dallas, TX 75201

                       About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.

The Bombay Furniture Company of Canada Inc. - La Compagnie de
Mobilier Bombay Du Canada Inc. -- sought protection from its
creditors from the Ontario Superior Court of Justice on Sept. 20,
2007.

The U.S. Trustee for Region 6 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Attorneys at
Cooley, Godward, Kronish LLP act as counsel to the Unsecured
Creditors Committee.  As of May 5, 2007, the Debtors listed total
assets of $239,400,000 and total debts of $173,400,000.

                           *    *    *

The Debtors' consolidated monthly operating report for April 30,
2008, showed total assets of $34,100,177 and total liabilities of
$31,780,942.


CALLIDUS DEBT: S&P Places 'BB-' Notes Rating Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2 and A-3 notes issued by Callidus Debt Partners CDO Fund I
Ltd., a cash flow arbitrage corporate high-yield collateralized
bond obligation transaction, on CreditWatch with positive
implications.  At the same time, S&P placed its rating on the
class C notes on CreditWatch with negative implications.
     
S&P lowered the ratings on the class A-2 and A-3 notes to 'AA'
from 'AAA' on June 9, 2008, in connection with the lowering of the
financial strength rating on Ambac Assurance Corp. to 'AA/Watch
Neg' from 'AAA'.  Following a subsequent review of the transaction
and paydowns of approximately 35% to the A-2 and A-3 notes, S&P
determined that Standard & Poor's underlying ratings on the
tranches, which do not give benefit to the financial guarantee
from Ambac, provide enough credit support to warrant the placement
of the ratings on CreditWatch positive.  However, negative credit
migration in the underlying asset pool has affected the credit
support available to the class C notes, which is why S&P have
placed the rating on this tranche on CreditWatch with negative
implications.

               Ratings Placed on Creditwatch Positive

               Callidus Debt Partners CDO Fund I Ltd.

                      Rating                     Balance
                      ------                     -------
     Class     To             From        Original   Current
     -----     --             ----        --------   -------
     A-2       AA/Watch Pos   AA       $264,000,000 $170,780,000
     A-3       AA/Watch Pos   AA        $50,600,000  $32,730,000

                Rating Placed on Credtwatch Negative

               Callidus Debt Partners CDO Fund I Ltd.

                     Rating                     Balance
                     ------                     -------
     Class     To             From        Original   Current
     -----     --             ----        --------   -------
     C         BB-/Watch Neg  BB-      $18,800,000  $18,800,000

                     Other Outstanding Rating

               Callidus Debt Partners CDO Fund I Ltd.

                                          Balance
                                          -------
         Class      Rating       Original         Current
         -----      ------       --------         -------
         B-2        BBB+         $24,700,000      $24,700,000


CANARGO ENERGY: Stockholders Re-Elect Five Directors to Board
-------------------------------------------------------------
CanArgo Energy Corporation stockholders re-elected the incumbent
Board of Directors comprised of Vincent McDonnell, Jeffrey
Wilkins, Russ Hammond, Michael Ayre and Anthony Perry at an annual
meeting on July 18, 2008.

In addition, the stockholders approved an increase in the
authorized shares of common stock from 500,000,000 to
1,000,000,000 and disapproved an increase in the number of shares
of common stock that can be awarded under the company's 2004 Long
Term Stock Incentive Plan.

"With the approval of the increase in authorized shares of common
stock the Company can now proceed with the implementation of its
previously announced rights offering later this year after
complying with all regulatory requirements," Vincent McDonnell,
Chairman, President and Chief Executive Officer of the company
stated.  "The successful completion of the offering, which will be
underwritten by certain private investors, should provide the
Company with the additional capital required to meet our expected
capital needs in the near term enabling us to proceed with the
implementation of our planned production enhancement program at
the Ninotsminda Field and to continue with our well testing
operations at the Manavi 12 well."

CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com/      
-- is a U.S. company registered in the State of Delaware with
headquarters in St. Peter Port, Guernsey, Channel Islands.  The
company has oil and gas operations currently located in Tbilisi,
Georgia.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 18, 2008,
L J Soldinger Associates LLC exressed substantial about CanArgo
Energy Corporation's ability to continue as a going concern after
it audited the company's consolidated financial statements for
the year ended Dec. 31, 2007.  

The auditor reported that the company has incurred net
losses since inception and does not have sufficient funds to
execute its business plan or fund operations through the end of
2008.  

In the three month period ended March 31, 2008, and years ended
Dec. 31, 2007, and 2006, the company's revenues from operations
did not cover the costs of its operations.

The company said that its ability to continue as a going concern
is dependent upon raising capital through debt or equity financing
on terms acceptable to the company in the immediate short-term.

If the company is unable to obtain additional funds when these are
required or if the funds cannot be obtained on terms favourable to
the company, it may be required to delay, scale back or eliminate
its exploration, development and completion program or enter into
contractual arran gements with third parties to develop or market
products that thecompany would otherwise seek to develop or market
itself, or even be required to relinquish its interest in its  
properties or in the extreme situation, cease operations
altogether.


CELLEGY PHARMA: Posts $389,000 Net Loss in 2008 Second Quarter
--------------------------------------------------------------
Cellegy Pharmaceuticals Inc. reported a net loss of $389,000 for
the second quarter ended June 30, 2008, compared with a net loss
of $466,000 in the same period last year.

The company had no revenues for the three month periods ended
June 30, 2008, and 2007, and does not expect to recognize revenue
in the foreseeable future.

On Feb. 12, 2008, Cellegy entered into a definitive merger
agreement providing for the acquisition of Cellegy by Adamis
Pharmaceuticals Corporation.  Adamis is a privately held specialty
pharmaceuticals company that is engaged in the research,
development and commercialization of products for the prevention
of viral infections, including influenza.  

Cellegy Pharmaceuticals Inc.'s consolidated balance sheet at
June 30, 2008, showed $1,215,000 in total assets, $899,000 in
total liabilities, and $316,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?301e

                       Going Concern Doubt

As reported Troubled Company Reporter on April 1, 2008, Mayer
Hoffman McCann P.C., in Plymouth Meeting, Pa., expressed  
substantial doubt about Cellegy Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's   
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has incurred recurring losses from operations and has
limited working capital to pursue its business alternatives.

In addition, Cellegy says that it may choose to pursue liquidation
or voluntarily file bankruptcy proceedings should the company be
unable to secure the additional shareholder votes necessary to
approve the transaction with Adamis or otherwise be unable to
close the transaction.  

                  About Cellegy Pharmaceuticals

Headquartered in Quakertown, Pa., Cellegy Pharmaceuticals Inc.
(OTC BB: CLGY) is a specialty biopharmaceutical company that
specializes in women's health.  Savvy(R)(C31G vaginal gel), a
microbicide gel product for contraception, is currently undergoing
Phase 3 clinical studies in the United States for contraception.


CFM US: Wants Exclusive Plan Filing Period Extended to October 7
----------------------------------------------------------------
CFM U.S. Corporation and CFM Majestic U.S. Holdings Inc. ask the
United States Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

   a) file a Chapter 11 plan until Oct. 7, 2008; and

   b) solicit acceptances of that plan until Dec. 8, 2008.

A hearing is set for Aug. 14, 2008, at 11:00 a.m., to consider the
Debtors' request.  Objections, if any, are due Aug. 7, 2008, at
4:00 p.m.

The requested extension of time will permit the Debtors to
negotiate a Chapter 11 plan and prepare a disclosure statement
explaining that plan.  The Debtors tell the Court that they made
substantial progress in their Chapter 11 cases, including, among
other things:

   -- obtaining up to $8,000,000 in postpetition financing from
      Bank of Montreal under a revolving credit facility; and

   -- completing the sale of substantially all of the Debtors'
      assets to Monessen Heart Systems Company and Vermont
      Castings Holding Company for $42,500,000, free and clear of
      interest and liens.

On June 25, 2008, the Court directed the Debtors to deposit 50% of
the net proceeds of the sale in a collateralized account
maintained by the Debtors with JP Morgan Chase & Co.

The Debtors assure the Court that the relief requested will not
harm creditors or equity security holder.  The requested extension
of time will maximize the value of their estate for the benefit of
all parties in interest, the Debtors says.

The Debtors' exclusive rights to file a Chapter 11 plan will
expired on Aug. 8, 2008.

                          About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claim
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.

As reported in the Troubled Company Reporter on June 18, 2008, the
Debtors' summary of schedules showed total assets of $91,316,300
and total debts of $32,7367,890.


CHAD THERAPEUTICS: Has until August 25 to File Delisting Cure Plan
------------------------------------------------------------------
CHAD Therapeutics Inc. received a letter from the American Stock
Exchange stating that the company was not in compliance with
Section 1003 of the AMEX company Guide.  Specifically, the company
is not in compliance with Section 1003(a)(i) of the AMEX company
Guide with stockholders' equity of less than $2,000,000 and losses
from continuing operations and net losses in two out of its three
most recent fiscal years, Section 1003(a)(ii) of the AMEX company
Guide with stockholders' equity of less than $4,000,000 and losses
from continuing operations and net losses in three out of its four
most recent fiscal years, and Section 1003(a)(iv) of the AMEX
company Guide in that the company has sustained losses which are
so substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become impaired so that it appears questionable, in the opinion of
the Exchange, as to whether the company will be able to continue
operations and meet its obligations as they mature.

Furthermore, over the last six months the company has had an
average selling price of $0.32 per share of common stock and, as
of July 22, 2008, the closing price of the company's Common Stock
was $0.16 per share.  Therefore, in accordance with section
1003(f)(v) of the AMEX company Guide, the Exchange has deemed it
appropriate for the company to effect a reverse stock split, and
if not effected within a reasonable amount of time, the Exchange
may consider suspending dealings in, or removing from the list,
the company's common stock.

The non-compliance by the company with Section 1003 of the AMEX
company Guide makes the company's common stock subject to being
delisted from AMEX.  The company is required to submit an initial
plan to AMEX by Aug. 25, 2008, advising AMEX of the actions that
it intends to take to bring the company into compliance with the
continued listing standards set forth in the AMEX company Guide by
Oct. 25, 2008.  The company is considering its response to the
Exchange and as of the date of this statement, has not determined
its definitive response to the Exchange.

                      About CHAD Therapeutics

headquartered in Chatsworth, California, CHAD Therapeutics Inc. --
http://www.dormiotech.com/-- develops, manufactures, and markets  
medical devices for the sleep disorder market.  CHAD Therapeutics
was founded in 1982.

                        Going Concern Doubt

As reported in the Troubled company Reporter on July 3, 2008,
Rose, Snyder & Jacobs raised substantial doubt on the ability of
CHAD Therapeutics Inc. to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.  The auditor reported that the company has
disposed of all of its assets related to its oxygen business, from
which it generated all of its revenue, and has sustained recurring
operating losses from operations.


CIPRICO INC: Seeks Relief Under Chapter 11 in Minnesota
-------------------------------------------------------
Ciprico Inc. filed a voluntary petition under Chapter 11 of the
Bankruptcy Code before the U.S. Bankruptcy Court for the District
of Minnesota due to slow sales, various sources report.

The company elected to seek bankruptcy protection to preserve
its assets for the benefit of creditors and stockholders.  It is
presently evaluating other alternatives to maximize the value of
its assets.

According to Business Journal, the company was unable to find a
purchaser for all or a portion of its assets.  The company has
$6.9 million in assets, and $7.8 million in debt.  The company
owes $316,134 to Bell Microproducts, the report says.

The company disclosed on May 20, 2008, that it cannot timely file
its Form 10-QSB for the quarter ended March 31, 2008, due to
headcount reduction in March, which affected the company's finance
and accounting team.

The company's consolidated balance sheet showed total assets
of 14,278,000 and total debts of $7,780,000 resulting in a
stockholders' equity of $6,408,000, at Dec. 31, 2007.

                           About Ciprico

Headquartered in Minneapolis, Minnesota, Ciprico Inc. (NASDAQ:
CPCI) -- http://www.ciprico.com-- provides software to  
information techonolgy servers, workstations and digital media
workflows.


CLEAR CHANNEL: Fitch Cuts Issuer Default Rating to B from BB-
-------------------------------------------------------------
In-line with prior guidance, Fitch Ratings has downgraded the
Issuer Default Rating and outstanding debt rating of Clear Channel
Communications, Inc. as:

  -- IDR to 'B' from 'BB-';
  -- Senior unsecured non-guaranteed notes to 'CCC/RR6' from
     'BB-'.

Fitch has also removed Clear Channel from Rating Watch Negative,
where it was originally placed on Oct. 26, 2006.  The Rating
Outlook is Negative.  Additionally, Fitch has withdrawn all
existing ratings of Clear Channel.

Fitch's downgrade follows the recent announcement that
shareholders have approved the acquisition of Clear Channel by
certain investors in a highly leveraged transaction.  The
transaction will result in proforma leverage and coverage of
approximately 9 times, and 1.5x, respectively.  The IDR and
Negative Outlook reflect the weak macroeconomic environment that
continues to pressure local advertising sales of traditional media
outlets like radio broadcasting as well as the longer-term
pressures that secular changes have placed on traditional media.

In addition, the ratings and Outlook take into account the
company's $1 billion of maturities in 2011, as well as significant
principal amortization on the term loans that will begin late
2011.  Fitch believes that Clear Channel has separable assets that
could be sold if ever needed to de-lever and generally would not
impact core operations.  While management has never stated such,
Fitch believes these assets include Clear Channel's International
Outdoor segment that, in Fitch's opinion, does not provide
significant synergies with the company's U.S. operations and its
Katz Media national rep firm.  Proceeds from any asset sales
generally have to go towards repayment of the new term loans.
Fitch estimates that Clear Channel should be able to generate
annual free cash flow of at least $150 million assuming no pay-in-
kind election on the toggle notes.  Fitch estimates a PIK election
could result in an additional $150 million of annual pre-tax cash
flows.  Other sources of liquidity could come from Clear Channel's
$2 billion committed revolver.

Fitch does not expect the secular challenges facing radio to be as
significant as those facing print media, and believes that the
medium will benefit from the continued roll-out of HD radio.
Supply issues related to the number of ad spots could be present
with HD radio, however Fitch believes the technology should help
the industry attract more national advertising.  While the outdoor
segment is also susceptible to the slowing macro-economic
environment, Fitch expects mid-single digit growth and continued
margin expansion from the U.S. segment as it continues to roll-out
digital billboards and takes market share from other traditional
media outlets.

The new debt (totaling approximately $18 billion of new senior
secured term loans and revolver, and senior unsecured notes, none
of which were rated by Fitch) is expected to receive guarantees
from Clear Channel's wholly-owned domestic restricted
subsidiaries, which Fitch expects to include Clear Channel
Holdings, Inc., the parent of Clear Channel Outdoor Holdings, Inc.  
The 'CCC/RR6' rating on the existing bonds and debentures of Clear
Channel that remain outstanding reflect that they are structurally
junior to the new debt since it will not receive subsidiary
guarantees.

The rating withdrawal reflects Fitch's view that the level and
timeliness of information available to Fitch going forward may not
be sufficient to maintain timely and accurate ratings.


CLEARPOINT BUSINESS: Appeals Nasdaq Decision to Delist Securities
-----------------------------------------------------------------
ClearPoint Business Resources Inc. requested an appeal of the
Nasdaq Listing Qualifications Department's determination to delist
the company's securities.

On May 22, 2008, it received a letter from The Nasdaq Stock Market
indicating that the company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(3) which requires the company to maintain
either (i) $2,500,000 of stockholders' equity, (ii) $35,000,000
market value of listed securities or (iii) $500,000 of net income
from continuing operations for the recently completed fiscal year
or two of the last three most recently completed fiscal years.

On June 13, 2008, the company provided to Nasdaq a plan to achieve
and sustain compliance with all The Nasdaq Capital Market listing
requirements, including the time frame for completion of the plan.

On July 16, 2008, the Staff notified the company that it had
reviewed the company's plan and determined to delist the company's
securities from The Nasdaq Capital Market.  The company was
informed that unless the company requests an appeal of this
determination, trading of the company's common stock, units and
warrants will be suspended at the opening of business on July 25,
2008, and a Form 25-NSE will be filed with the SEC, which will
remove the company's securities from listing and registration on
The Nasdaq Capital Market.

A hearing date has not yet been set.  The appeal stays the
suspension and delisting of the company's securities from Nasdaq.
There can be no assurance that the company's request for continued
listing will be granted.

             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.


COMFORCE CORP: Launches $5MM Final Redemption of 12% Senior Notes
-----------------------------------------------------------------
Comforce Corporation requested Wilmington Trust, trustee for the
indenture, to send a notice of redemption in order to redeem, on
Aug. 25, 2008, all of its outstanding 12% senior notes due Dec. 1,
2010, at a redemption price equal to 102% of the outstanding
principal amount of the senior notes or $5,216,000, plus accrued
interest from June 1, 2008, to the scheduled redemption date.  The
total redemption price, including accrued interest and the 2%
premium, will be $5,466,368.

Comforce expects to utilize loan proceeds under its bank credit
facility to effect this redemption of its senior notes on the
scheduled redemption date.  Upon completion of this redemption,
none of our 12% senior notes will remain outstanding.

"We are pleased to be in a position to complete the redemption of
all of our 12% senior notes," John Fanning, chairman and chief
executive officer of Comforce, said.  "Subject to satisfying all
conditions under our bank credit facility, we will use proceeds
under the facility to eliminate our remaining public debt, which
stood at $138.8 million in June 2000.  Our management team has
been patient and diligent in seeking opportunities to reduce our
higher interest rate public debt, and I commend our team in
helping the Company to achieve significant interest savings and
improve its capital structure."

Headquartered in Woodbury, New York, Comforce Corporation (AMEX:
CFS) -- http://www.Comforce.com/-- is a provider of outsourced    
staffing management services that enable Fortune 1000 companies
and other large employers to consolidate, automate and manage
staffing, compliance and oversight processes for their contingent
workforces.  The company also provides specialty staffing,
consulting and other outsourcing services to Fortune 1000
companies and other large employers for their healthcare support,
technical and engineering, information technology,
telecommunications and other staffing needs.  

The company operates in three segments -- Human Capital Management
Services, Staff Augmentation and Financial Outsourcing Services.  
The Human Capital Management Services segment provides consulting
services for managing the contingent workforce through its PRO(R)
Unlimited subsidiary.  The Staff Augmentation segment provides
healthcare support services, including RightSourcing(R) Vendor
Management Services, Technical, Information Technology and Other
Staffing Services.  The Financial Outsourcing Services segment
provides funding and back office support services to independent
consulting and staffing companies.

At March 30, 2008, the company's consolidated balance sheet showed
$190.4 million in total assets and $198.7 million in total
liabilities, resulting in a $8.3 million total stockholders'
deficit.


CREDIT AND REPACKAGED SECURITIES: Moody's Cuts Notes Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings of these notes
issued by Credit and Repackaged Securities Limited 2006-1:

Class Description: U.S. $20,000,000 Tranche Notes due March 20,
2013

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ba3

Moody's explained that today's rating action reflects the
deterioration in the credit quality of the transaction's reference
portfolio, which consists primarily of corporate bonds.

Credit and Repackaged Securities Limited is a static synthetic
transaction referencing a pool of corporate bonds. It was
originated in March, 2006.


CREDIT AND REPACKAGED SECURITIES: Moody's Cuts Rating to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded its rating on these notes
issued by Credit and Repackaged Securities Limited 2005-1:

Class Description: U.S. $20,000,000 Tranche Notes due 2009

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ba1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which consists primarily of corporate securities.


DELFASCO INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Delfasco, Inc.
        15 Bellecor Dr.
        Industrial Park Place
        New Castle, DE 19720-0000

Bankruptcy Case No.: 08-11578

Chapter 11 Petition Date: July 28, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Steven M. Yoder, Esq.
                     Email: syoder@potteranderson.com
                  Potter Anderson & Corroon, LLP
                  Hercules Plaza
                  1313 North Market St.
                  Wilmington, DE 19801
                  Tel: (302) 984-6107
                  Fax: (302) 778-6107
                  http://www.potteranderson.com/

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

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

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

      http://bankrupt.com/misc/deb08-11578.pdf


DI ROMA FURNITURE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Di Roma Furniture Designs, Inc.
        871 NW 167 St.
        North Miami, FL 33169

Bankruptcy Case No.: 08-20385

Type of Business: The Debtor sells furnitures.

Chapter 11 Petition Date: July 25, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtors' Counsel: Stan L Riskin, Esq.
                   (slriskin@aol.com)
                  8000 Peters Rd. #A-200
                  Plantation, FL 33324
                  Tel: (954) 473-2200

Total Assets: $1,131,200

Total Debts:  $1,150,372

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/flasb08-20385.pdf


DOUGLAS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Douglas Furniture of California, LLC
        400 North Continental Boulevard, Suite 250
        El Segundo, CA 90245

Bankruptcy Case No.: 8-21292

Type of Business: The Debtor manufactures furnitures.
                  See: http://www.douglasfurniture.com/

Chapter 11 Petition Date: July 25, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtors' Counsel: Ron Bender, Esq.
                   (rb@lnbrb.com)
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229,1244
                  http://www.lnbrb.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/califcb8-21292.pdf


DYNAMERICA MFG: Gets Interim Approval to Use $2MM of DIP Loan
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized DynAmerica Manufacturing LLC to obtain, on an interim
basis, up to $2 million in financing from lenders including units
of TRW Automotive Holdings Corp., Bill Rochelle of Bloomberg News
reports.

As reported in the Troubled Company Reporter on July 23, 2008, the
financing will be provided by DynAmerica's customers TRW Vehicle
Safety Systems Inc., Autoliv ASP Inc. and Quality Safety Systems
Co., The Deal said.

The lenders told the Court they consent to DynAmerica accessing up
to $2.6 million in financing, on a final basis, Mr. Rochelle says.  
A hearing is set for Aug. 15, 2008, to consider final approval, he
notes.

On April 7, DynAmerica missed a payment on its $5.25 million
prepetition debt owed to Comerica.  The Debtor owes $2.8 million
to Comerica, the report noted.

According to Bloomberg, secured lender Comerica refused to provide
monies for DynAmerica's Chapter 11 case.

                  About DynAmerica Manufacturing

Headquartered in Muncie, Indiana, DynAmerica Manufacturing LLC --
http://www.dynamericamfg.com/-- has been providing safety   
components, such as seat belt buckles, motor housings and brake
parts, to the automotive industry for more than 20 years.  Its
customers include Delphi Corp. and Visteon Corp.  DynAmerica also
produces electrical parts.  DynAmerica also operates a warehouse
in West Milton, Ohio, and a manufacturing facility in Monterrey,
Mexico.  TMB Industries LLC --
http://www.tmbindustries.com/partners.html-- has been investing   
in the company since 2005.

DynAmerica filed its chapter 11 petition on July 18, 2008 (Bankr.
D. Del. Case No. 08-11515).  Marc S. Casarino, Esq., and James S.
Yoder, Esq., Robert A. Kargen, Esq., and Amy E. Vulpio, Esq., at
White and Williams LLP represent the Debtor in its restructuring
efforts.

When the Debtor filed for protection against its creditors, it
listed assets and debts between $1 million to $10 million each.


ECOVENTURE WIGGINS: Regions Bank Wants Chapter 11 Case Dismissed
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Regions Bank NA asks
the U.S. Bankruptcy Court for the Middle District of Florida to
dismiss the Chapter 11 case of Ecoventure Wiggins Pass Ltd. or, to
the extent possible, authorized the appointed Chapter 11 trustee
to execute the foreclosure commenced in June 2008.

According to Mr. Rochelle, the bank alleges that Ecoventure
Wiggin's owner secretly agreed to charge buyers lower prices of at
least $7 million.

A hearing is set for Aug. 20, 2008, to consider the bank's
requests, Mr. Rochelle says.

Headquartered in Tampa, Florida, Ecoventure Wiggins Pass, Ltd.
develops real estate.  The company and two of its affiliates, Aqua
at Pelican Isle Yacht Club Marina Inc. and Pelican Isle Yacht Club
Partners, Ltd., filed for Chapter 11 protection on June 24, 2008
(Bankr. M.D. Fla. Lead Case No.08-09197).  Harley E. Riedel, Esq.,
and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Prosser,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets and debts between $100 million and $500 million each.


ENVIROTECH INDUSTRIES: Hearing on Environmental Case Set Aug. 11
----------------------------------------------------------------
A court hearing to decide on the future of 4 million tires sitting
on Envirotech Industries International's facility in Mobile is set
Aug. 11, 2008, Dan Siegel of ABC15.com (KNXV-TV, Ariz.) reports.  
A status hearing was held on July 20.  On the Aug. 11 hearing, it
is expected that a decision will be reached on what to do with the
tires.

Representing the Arizona Department of Administration in the suit
against the Debtor is Robert Hall, Esq.  The state would like to
terminate the lease and take control of the land, according to the
report.  

The company filed for bankruptcy after failing to pay more than
$157,000 in lease to the state of Arizona.  


FREMONT GENERAL: Completes Sale of FIL's Assets to CapitalSource
----------------------------------------------------------------
Fremont General Corporation completed the sale of a substantial
portion of its bank subsidiary, Fremont Investment & Loan's
remaining assets, including all of its branches, and 100% of its
deposits, to CapitalSource Bank, a California industrial bank and
indirect subsidiary of CapitalSource Inc.  The transaction was
completed pursuant to the purchase and assumption agreement
entered into on April 13, 2008.

A full-text copy of the purchase and assumption agreement is
available for free at http://ResearchArchives.com/t/s?302b

At the closing of the transaction, CapitalSource Bank acquired the
Bank's entire retail branch network of 22 offices, its
participation interest in previously sold commercial real estate
loans, real and personal property, cash and certain other assets
of the Bank.  In addition, CapitalSource Bank assumed 100% of the
Bank's deposits, which totaled approximately $5.2 billion.

As a result of this transaction, the Bank received a net premium
of approximately $100.0 million for the assumed deposits and
transferred assets.  Pursuant to the agreement, within 30 days
after the closing, the parties will confirm the final dollar
amount of assets sold and deposits assumed by CapitalSource Bank
through preparation of a final closing statement, and, if there
are any changes from the amount delivered at the closing, the
final net premium to be received by FIL may increase or decrease.

After the transfer of its branches to CapitalSource Bank, FIL will
no longer accept deposits or conduct any other traditional banking
functions of a California industrial bank. Within the next few
days, the Bank will be relinquishing its federal deposit insurance
to the Federal Deposit Insurance Corporation and surrendering its
charter to the California Department of Financial Institutions.
The Bank, however, will continue as a California corporation and
will be changing its name to Fremont Reorganizing Corporation.

                     About CapitalSource Inc.
  
Headquartered in Chevy Chase, Maryland, CapitalSource Inc.
(NYSE:CSE) -- http://www.capitalsource.com/-- is a commercial  
finance, investment and asset management company focused on the
middle market.  The company operates as a real estate investment
trust, and provides senior and subordinate commercial loans,
invest in real estate and residential mortgage assets, and engage
in asset management and servicing activities.  It operates in
three segments: Commercial Finance, Healthcare Net Lease, and
Residential Mortgage Investment.  

                      About Fremont General

Fremont General Corporation (OTC: FMNTQ) --
http://www.fremontgeneral.com/--  is a financial services holding   
company with $8.8 billion in total assets, at September 30, 2007.  
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 primarily 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 as well as
certificates of deposits across its 22 branch network.  Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No.: 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, represent the
Debtor in its restructuring efforts.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.

Peter C. Anderson, the U.S. Trustee for Region 16, has appointed
five creditors to serve on an Official Committee of Unsecured
Creditors in the case.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.

Tiffany Kary of Bloomberg News reported that the Debtor's co-
counsel, Scott H. Yun, Esq., at Stutman Treister & Glat, said the
assets and debts in the initial court filing were for the period
Sept. 30, 2007.  The estimates exclude potential recoveries from
lawsuits, Ms. Kary said.


GIBSON GUITAR: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service revised it rating outlook to stable from
negative for Gibson Guitar Corp., while at the same time affirming
Gibson's other ratings, including its B2 corporate family rating
and B3 probability of default rating. The stabilization of the
outlook reflects the company's improved operating performance,
which has led to more cushion under its financial covenants.

"The stable outlook reflects the improved covenant cushion
resulting from Gibson's enhanced operating performance and Moody's
expectation that the company will maintain adequate liquidity over
the next twelve months while complying with its financial
covenants" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. The stable outlook also reflects Moody's
expectation that the company will be able to materially maintain
its operating performance and improved credit metrics despite the
expected continuation of weak discretionary consumer spending for
the foreseeable future.

The affirmation of the ratings reflects the company's improved
credit metrics, despite higher raw material costs and overall weak
discretionary consumer spending. For instance, operating margins
(measured as EBITA/revenue) for the consolidated group increased
to 7% in March 2008 from a little over 6% in 2007, with leverage
(defined as adjusted debt/EBITDA) decreasing a half turn to a
little under 5x and interest coverage (EBITA/interest) increasing
to over 3x.

Moody's subscribers can find additional information in the Gibson
Credit Opinion published on Moodys.com.

The following ratings/assessments were affirmed:

Corporate family rating rated at B2;

Probability-of-default rating at B3;

$50 million senior secured revolving credit facility due 2012 at
B2 (LGD3, 31%);

$100 million senior secured term loan B due 2014 at B2 (LGD3, 31%)

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names. The company also sells
other stringed instruments and instruments related accessories
such as amplifiers, speakers, and picks/straps.


GINO FERRI: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gino Ferri
        P.O. Box 1210
        Mesilla Park, NM 88047-1210

Bankruptcy Case No.: 08-12397

Chapter 11 Petition Date: July 25, 2008

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtors' Counsel: R. Trey Arvizu, III, Esq.
                   (arvizulawoffices@qwestoffice.net)
                  P.O. Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: (575) 527-8600
                  Fax: (575) 527-1199

Estimated Assets: $1 million to $10 million

Estimated Debts:  $100,000 and $500,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/nwb08-12397.pdf


GSC ABS: Fitch Chips Ratings on Five Notes; Removes Neg. Watch
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative five classes of notes issued by GSC ABS CDO 2005-1 Ltd.
The following rating actions are effective immediately:

  -- $140,000,000 class A-1S to 'B' from 'A-';
  -- $56,000,000 class A-1J to 'CCC' from 'BBB';
  -- $48,000,000 class A-2 to 'CC' from 'BBB-';
  -- $26,000,000 class A-3 to 'C' from 'BB';
  -- $18,575,766 class B to 'C' from 'B+'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage backed security and structured finance
collateralized debt obligations with underlying exposure to
subprime RMBS.  At the time of the last review conducted in
November 2007, approximately 24.5% of the portfolio was rated
below investment grade.  The portion of the portfolio rated below
investment grade is now 70.5% while 15.6% of the portfolio is
currently on Rating Watch Negative.

The collateral deterioration has caused each of the classes A-2,
A-3, and B overcollateralization tests to fall below 100% and fail
their respective triggers.  The failures of these tests are
diverting interest proceeds that would otherwise be payable to the
classes A-3 and B notes, to the guaranteed investment contract
account in reduction of the Remaining Unfunded Notional Amount.
Consistent with the current ratings, Fitch expects the class A-3
and B notes to receive only capitalized interest payments in the
future with no ultimate principal recovery.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these classes. Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

GSC ABS CDO 2005-1 is a hybrid CDO that closed on Jan. 12, 2006
and is managed by GSC Group.  The deal gains all of its exposure
to structured finance assets synthetically, via a credit default
swap. The proceeds from the sale of funded notes were invested in
a GIC which will cover credit event and floating amount event
losses.  GSC ABS CDO 2005-1's portfolio is comprised of primarily
subprime RMBS (88.6%), prime RMBS (5.2%), and SF CDOs (3.1%).
Subprime RMBS of the 2005, 2006, and 2007 vintages account for
approximately 59.5%, 15.0%, and 6.1% of the portfolio,
respectively.  SF CDOs of the 2005 and 2006 vintages account for
approximately 2.0% and 1.1% of the portfolio, respectively.

The ratings of the classes A1S, A1J, and A2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the stated maturity date.  The ratings of the
classes A3 and B notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the aggregate principal amount by
the stated maturity date.


GSC ABS: Fitch Cuts Notes Ratings on Four Classes; Removes Watch
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative four classes of notes issued by GSC ABS CDO 2006-1c Ltd.
These rating actions are effective immediately:

  -- $54,000,000 Class A-1 Notes downgraded to 'CCC' from 'BBB',
     removed from Rating Watch Negative;

  -- $26,000,000 Class B Notes downgraded to 'C' from 'BB-',
     removed from Rating Watch Negative;

  -- $40,000,000 Class A-2 Notes downgraded to 'CC' from 'BB+',
     removed from Rating Watch Negative;

  -- $19,771,667 Class C Notes downgraded to 'C' from 'B', removed
     from Rating Watch Negative.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS. At
the time of the last review conducted in November 2007,
approximately 25.8% of the portfolio was rated below investment
grade.  The portion of the portfolio rated below investment grade
is now 73.2%, and 15.4% of the portfolio is currently on Rating
Watch Negative.

The collateral deterioration has caused each of the class A, B,
and C OC tests to fall below 100% and fail their respective
triggers.  The failures of these tests are diverting interest
proceeds that would otherwise be payable to the class B and C
notes, to the MVS account in reduction of the Remaining Unfunded
Notional Amount. Consistent with the current ratings, Fitch
expects the class A-3 and B notes to receive only capitalized
interest payments in the future with no ultimate principal
recovery.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these classes.  Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

GSC ABS CDO 2006-1c, Ltd. is a hybrid collateralized debt
obligation which closed March 31, 2006, and is managed by GSC
Group. The deal gains all of its exposure to structured finance
assets synthetically, via a credit default swap.  The proceeds
from the sale of funded notes are held in a Market Value Swap
account which will cover credit event and floating amount event
losses.  The portfolio is composed of primarily of subprime RMBS
(89.4%) and CMBS (8.6%).  Subprime RMBS of the 2005, 2006, and
2007 vintages account for approximately 63.7%, 15.9%, and 3.5% of
the portfolio, respectively.

The ratings of the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class B and C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.


HEARTLAND INC: To Purchase Lee Companies for $3,250,000 in Cash
---------------------------------------------------------------
Heartland, Inc. entered into a Letter of Intent with Lee Oil
Company, Inc., Lee's Food Marts, LLC and Lee Enterprises, Inc. and
the owners of the Lee Companies, pursuant to which the Lee Sellers
agreed to sell and the company agreed to purchase the Lee
Companies on or prior to Sept. 30, 2008 unless extended.  Terry,
the CEO and Chairman of the company, is also an owner of the Lee
Companies.  Mr. Lee abstained from all activity in connection with
the negotiation or structuring of the acquisition.

The purchase price for the Lee Companies $3,250,000 in cash,
2,500,000 shares of the company and a promissory note for
$3,250,000 with a 20-year amortization with a fixed interest rate
of 8% with a monthly payment of $27,184.30 beginning 30 days from
closing and continuing monthly until paid in full secured by all
collateral, which such security shall be second in priority to the
company's lender that finances the transaction.  Sellers have
agreed to refrain Sept. 30, 2008 from soliciting, initiating,
encouraging, or accepting any proposal relating to the
liquidation, purchase or sale of the Lee Companies or from
participating in any negotiations or discussions relating to these
matters.  Except for the exclusivity and choice of law provisions,
this LOI is non-binding.

The LOI calls for the completion of definitive documentation and
completion of due diligence prior to Sept. 30, 2008.  Final
closing is subject to approval of the final definitive agreements
by the Boards of Directors of the company.  There is no guarantee
that the parties will reach a final agreement, that the company
will be able to raise the required funds to close the transaction
or that the transaction will close on the terms set forth as
agreed in the LOI.

                       About Heartland Inc.

Headquartered in  Middlesboro, Ky.,  Heartland Inc. (OTC BB:
HTLJ.OB) -- http://www.heartlandholdingsinc.com/-- through its    
subsidiary, Mound Technologies Inc. of Springboro, Ohio, is
engaged in the business of steel fabrication.

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, New Jersey, expressed
substantial doubt about Heartland 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 loss from continuing operations of
$1,090,267 in 2007 and accumulated deficit of $14,958,608 at
Dec. 31, 2007.  In addition, the auditing firm said that there are
existing uncertain conditions which the company faces relative to
its obtaining capital in the equity markets.


IGNITION POINT: Dir. Robert Neal Retires as Board Director
----------------------------------------------------------
Ignition Point Technologies Corp. disclosed the retirement of  
Robert Neal from the company's board of directors.

"On behalf of the board of directors, I would like to thank
[Mr. Neal] for his contributions as a director and member of the
company's audit committee," Michael Cytrynbaum, chair of the board
of Ignition Point, stated.  "[Mr. Neal] brought telecom,
technology and internet sector experience to the Board that will
be missed."

The company will start a search for a new director to replace
Mr. Neal.  Michael Cytrynbaum will replace Mr. Neal as a member of
the company's audit committee.

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

At March 31, 2008, the company's balance sheet showed total
assets of C$2.5 million and total liabilities of C$3.9 million,
resulting in a shareholders' deficiency of C$1.4 million.


INDYMAC BANCORP: Oct. 14 Set as Bar Date for IndyMac Bank Claims
----------------------------------------------------------------
The Federal Deposit Insurance Corporation, the receiver for the
failed institution IndyMac Bank, F.S.B., set Oct. 14, 2008 as the
deadline for creditors having claims against IndyMac Bank to file
their proofs of claim.

IndyMac Bank was closed on July 11, 2008 by the Office of Thrift
Supervision and appointed FDIC as the bank's receiver.  All
creditors wanting to assert claims must file their proofs of claim
at:

      Dale Gentili
      FDIC as Receiver of IndyMac Bank, F.S.B.
      1601 Bryan Street
      Dallas, TX 75201

                           About IndyMac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac  
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

                           *     *     *

As reported by the Troubled Company Reporter on July 11, 2008,
Standard & Poor's Ratings Services lowered its rating on Indymac
Bancorp and its subsidiaries, including lowering the counterparty
credit rating on Indymac, to 'CCC/C' from 'B/C'.  "We took this
action because we believe that Indymac's weakened financial
profile and exposure to deteriorating housing markets leaves its
creditworthiness severely impaired," said Standard & Poor's credit
analyst Robert B. Hoban, Jr.

On July 9, the TCR said Fitch Ratings downgraded the long-term
Issuer Default Ratings of Indymac Bancorp to 'CC' from 'B-'; and
the long-term Issuer Default Ratings of Indymac Bank FSB to 'CCC'
from 'B'.  The downgrade follows IMB's disclosure that, according
to its regulators, the bank is no longer 'well capitalized'.  
Concurrent with this rating action, Fitch has removed all ratings
from Rating Watch Negative.  The Rating Outlook is Negative for
IMB.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed certificates from IndyMac Bank FSB's
series SPMD 2002-A and SPMD 2002-B.  Concurrently, S&P removed
three of the lowered ratings from CreditWatch with negative
implications.  Additionally, S&P affirmed its ratings on the
remaining classes from these two series.


INDYMAC BANCORP: Insured Deposits Recoverable at IndyMac Federal
--------------------------------------------------------------
The Federal Deposit Insurance Corporation, the appointed receiver
for the failed institution IndyMac Bank, F.S.B., urged insured
depositors of the bank to claim ownership of their deposits at a
new institution were their deposits were transferred.

IndyMac Bank was closed on July 11, 2008 by the Office of Thrift
Supervision and appointed FDIC as the bank's receiver.  The FDIC
then arranged for the transfer of the insured deposits from the
bank to another insured depository institution, IndyMac Federal
Bank, F.S.B., at Pasadena, California.  FDIC said that the
transfer will minimize the inconvenience that the bank's closing
has caused the insured depositors.

FDIC added that federal law requires depositors to claim ownership
of their deposits at the IndyMac Federal Bank within 18 months
from the closing date.  Deposits not claimed by Jan. 11, 2010 will
be transferred back to FDIC.

                           About IndyMac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac  
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

                           *     *     *

As reported by the Troubled Company Reporter on July 11, 2008,
Standard & Poor's Ratings Services lowered its rating on Indymac
Bancorp and its subsidiaries, including lowering the counterparty
credit rating on Indymac, to 'CCC/C' from 'B/C'.  "We took this
action because we believe that Indymac's weakened financial
profile and exposure to deteriorating housing markets leaves its
creditworthiness severely impaired," said Standard & Poor's credit
analyst Robert B. Hoban, Jr.

On July 9, the TCR said Fitch Ratings downgraded the long-term
Issuer Default Ratings of Indymac Bancorp to 'CC' from 'B-'; and
the long-term Issuer Default Ratings of Indymac Bank FSB to 'CCC'
from 'B'.  The downgrade follows IMB's disclosure that, according
to its regulators, the bank is no longer 'well capitalized'.  
Concurrent with this rating action, Fitch has removed all ratings
from Rating Watch Negative.  The Rating Outlook is Negative for
IMB.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed certificates from IndyMac Bank FSB's
series SPMD 2002-A and SPMD 2002-B.  Concurrently, S&P removed
three of the lowered ratings from CreditWatch with negative
implications.  Additionally, S&P affirmed its ratings on the
remaining classes from these two series.


INFE-HUMAN RESOURCES: May 31 Balance Sheet Upside-Down by $418,582
------------------------------------------------------------------
INFe-Human Resources Inc.'s consolidated balance sheet at May 31,
2008, showed $3,041,309 in total assets and $3,459,891 in total
liabilities, resulting in a $418,582 total stockholders' deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $754,682 in total current assets
available to pay $3,038,469 in total current liabilities.

The company reported a net loss of $842,113 on revenues of
$1,798,348 for the second quarter ended May 31, 2008, compared
with a net loss of $459,662 on revenues of $2,397,640 in the same
period ended May 31, 2007.

The decrease in revenues reflects a reduction in permanent
placement fees of $72,000 caused by reduced placement activity, a
reduction in revenue from the staffing operations of the company's
Empire organization of $108,000, and a reduction in revenue from
staffing operations of the company's Cosmo/Mazel organization of
$485,000.  In addition, staffing revenues of the company's Monarch
organization increased by $66,000.

On a year to year basis, staffing operations showed a quarterly
profit of $84,153 versus a profit of $159,941 for same period in
2007.  The decrease in income was due to the decrease in gross
profit from yet to be eliminated low margin/high cost business and
the decrease in sales due to the economic downturn which was  
partially offset by the decrease in selling, general and
administrative expenses.

Loss from Daniels Advisory Consulting operations for the three
months ended May 31, 2008, was $291,945 compared to $426,147 for
the comparable period of 2007, a decrease of $134,202 or 31.5%.
The decrease reflects the decision by the company to slow the roll
out and promotion of Daniels Advisory Consulting to concentrate on
the core staffing business.  

Net interest expense was $563,419 and $155,874 for the three
months ended May 31, 2008, and May 31, 2007, respectively, an
increase of $407,545 or 261.5%.  

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?3020

                       Going Concern Doubt

Miller Ellin Company, LLP expressed substantial doubt about Infe
Human Resources Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Nov. 30, 2007.  The auditing firm pointed to the
company's net losses for the years ended Nov. 30, 2007, and 2006.  
The auditing firm also stated that the company has long-term
liabilities and current operating expenses substantially in excess
of its working capital.  


The company has incurred operating losses, and as of May 31, 2008,
the company had a working capital deficit of $2,283,787 and an
accumulated deficit of $5,173,432.

                    About INFe-Human Resources

Based in New York, INFe-Human Resources Inc. (OTC BB: IFHR.OB) --
through its subsidiaries, provides human resource administrative
management, executive compensation plans, and staffing services to
client companies in the United States.  Through the company's
wholly owned subsidiary, Daniels Corporate Advisory Company Inc.,
the company offers: (a) corporate financial consulting and (b)
merchant banking.  The company's corporate financial consulting
provides advisory services to client companies.  Merchant banking
includes equity funding of the growth of client and payroll
service companies, as well as funding equity of small public
companies.


INFORMATION TECHNOLOGY: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Information Technology Systems, LLC
        aka ITS
        230 Buras Street
        Luling, LA 70070

Bankruptcy Case No.: 08-11758

Chapter 11 Petition Date: July 25, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtors' Counsel: William E. Steffes, Esq.
                   (bsteffes@steffeslaw.com)
                  Steffes Vingiello & McKenzie LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  http://steffeslaw.com/

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

Estimated Debts:  $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/laeb08-11758.pdf


INNOVATIVE COMM: Case Trustee, et al. Snub Ex-CEO's Purchase Bid
----------------------------------------------------------------
The offer of former Innovative Communication Corp. owner and CEO,
Jeffrey Prosser, to acquire the assets of Innovative
Communications Corporation wasn't welcomed, The Deal's Chris
Nolter writes.

The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania heard on July 23, 2008, issues on
the standing of Mr. Prosser, in the chapter 11 case of Innovative
Communication.  However, Judge Fitzgerald did not rule, The Deal
relates.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee in Innovative Communication's case, said that Mr.
Prosser is "completely and hopelessly out of the money" pointing
to the conversion of Mr. Prosser's personal chapter 11 bankruptcy
case to a chapter 7 liquidation proceeding.  Mr. Springel asserted
that Mr. Prosser has no standing in the chapter 11 case, The Deal
relates.

The Deal says that the relationship between Messrs. Prosser and
Springel has turned sour.  Counsel to Mr. Springel, Dan Stewart,
Esq., at Vinson & Elkins LLP, called Mr. Prosser as "an unemployed
bankrupt chapter 7 debtor with no apparent or disclosed
wherewithal to close a deal," The Deal notes.

Debtor counsel, Robert Craig, Esq., however said that Mr. Prosser
may get financing outside the bankruptcy in order to join in the
bidding for Innovative Communication's assets, The Deal reports.

The Troubled Company Reporter said on June 12, 2008, that
Greenlight Capital LLC had told Judge Fitzgerald that the bidding
process involving the assets of Innovative Communication" in U.S.
Virgin Islands is going poorly."  This marked another delay in the
public sale of Innovative's assets, which was initially set for
May 12, 2008, but was subsequently moved to June 16.  The Deal
says that Mr. Springel has suspended that auction altogether.

Greenlight, which is owed $130 million by the Debtor, asserted
that bidders have not offered to buy the assets at a price
sufficient to satisfy secured debts.  Greenlight also said that
the estate is administratively insolvent.

Mr. Stewart denied Greenlight's allegations and said that offers
for the assets has been significant.  Mr. Stewart said that
Innovative and its affiliates are paying their debts on time and
that the Debtors' operations are financially sound.  Mr. Stewart
explained that bidders need to check the assets in the U.S. Virgin
Islands, hence the delay of the auction.

Largest creditor, Rural Telephone Finance Cooperative, denied
Greenlight's statement that it is uninterested in offering credit
bid at the auction.  According to RTFC, which is owed
$525 million, it will maintain its credit bid right.

The Deal relates that Greenlight filed an involuntary bankruptcy
petition against Mr. Prosser and Innovative Communication in
February 2006.  A few months after that bankruptcy filing, the
Debtors consented to pay Greenlight and RTFC $402 million under a
settlement agreement.  However, Mr. Prosser failed to complete a
financing deal by a June 30, 2006, deadline, The Deal notes.

According to The Deal, Mr. Springel has filed various suits
against Mr. Prosser in order to recover assets.  Mr. Prosser, in
turn, depended on a fifth amendment protections, which reportedly
dismayed Mr. Springel and creditors, The Deal writes.

The fifth amendment of the U.S. Constitution, a part of the Bill
of Rights, states that "[n]o person shall be held to answer for a
capital, or otherwise infamous crime, unless on a presentment or
indictment of a Grand Jury, except in cases arising in the land or
naval forces, or in the Militia, when in actual service in time of
War or public danger; nor shall any person be subject for the same
offense to be twice put in jeopardy of life or limb; nor shall be
compelled in any criminal case to be a witness against himself,
nor be deprived of life, liberty, or property, without due process
of law; nor shall private property be taken for public use,
without just compensation."

Judge Fitzgerald said that Mr. Prosser's party should take the
fifth amendment protections on grounds of being criminally
culpable for something, The Deal says.  The judge added that based
on evidence, "there's probably something wrong" with the U.S.
attorney if it doesn't find the party criminally involved, The
Deal notes.

Mr. Craig, however, commented that even if creditors and the case
trustee are going to win in all the lawsuits, they aren't going to
recover the money they have spent chasing after Mr. Prosser, The
Deal adds.

           About Innovative Communication/Jeffrey Prosser

Based in Christiansted, St. Croix, U.S. Virgin Islands,
Innovative Communication Corporation is telecommunications and
media company with extensive holdings throughout the Caribbean
basin.  The company's operations are in Belize, British Virgin
Islands, Guadeloupe, Martinique, Saint-Martin, Sint Maarten,
U.S. Virgin Islands and France and include local, long distance
and cellular telephone companies, Internet access providers,
cable television companies, business systems, and The Virgin
Islands Daily News, a Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified LP,
Greenlight Capital LP, and Greenlight Capital Offshore Ltd.,
filed involuntary chapter 11 petition against Innovative
Communication Company LLC and Emerging Communications Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed $18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser,
filed voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos.
06-30007 through 06-30009).  Pursuant to Rule 1003-1 of the
Local Bankruptcy Rules of the District Court of the Virgin
Islands, Bankruptcy Division, Mr. Prosser, and Bobby Lubana,
were designated as the individuals who are the principal
operating officers of the alleged debtor.  On Dec. 14, 2006, the
Delaware Bankruptcy Court entered an order transferring the
venue of the involuntary bankruptcy cases transferring to the
U.S. District Court for the District of the Virgin Islands,
Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed
total aggregate claims of $56,341,843.  Matthew J. Duensing,
Esq., and Richard H. Dollison, Esq., at Stryker, Duensing,
Casner & Dollison, and Matthew P. Ward, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee, is represented by Dan Stewart, Esq., of Vinson &
Elkins LLP.

The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved, Oct. 3, 2007, an order
converting Jeffrey Prosser's personal bankruptcy case from chapter
11 reorganization to chapter 7 liquidation.

Judge Fitzgerald placed Innovative Communication Corporation in
chapter 11 bankruptcy over the objections of its principal,
Jeffrey Prosser.


JED OIL: AMEX to Delist Stocks; Additional Cure Plan Due August 5
-----------------------------------------------------------------
JED Oil Inc. received a second notice from the American Stock
Exchange, in addition to the notice dated April 12, 2007, from
AMEX that at Dec. 31, 2006, the company is not in compliance with
Section 1003(a)(i) of the AMEX company Guide.  This section
requires that a listed company must have either $2,000,000 in
shareholders' equity or not have sustained losses from continuing
operations or net losses in two out of three of its recent fiscal
years.

As the company has previously advised, JED started operations in
2004 and sustained losses in that start-up year, well as losses
and a deficit position in shareholders' equity in 2006 due to
large write-downs of assets.  JED submitted a detailed plan to
AMEX in May 2007 outlining the steps it has taken and will take to
bring the company back into compliance no later than Oct. 13,
2008, which was accepted.

The second notice dated July 15, 2008, expressed concern about
JED's ability to be in compliance by Oct 13, 2008, with Section
1003(a)(iv) of the AMEX company Guide, due to the extensions of
the maturity date of the company's outstanding $40.240 million of
Convertible Notes and announced plans to sell assets to redeem the
Convertible Notes.  By Aug. 5, 2008, JED must submit an Additional
Plan, including its strategic initiatives and specific milestones.
If the Additional Plan is approved by AMEX, JED will continue to
have until Oct. 13, 2008, to be in compliance with Section
1003(a)(iv) of the AMEX company Guide.  If such a plan is not
submitted by JED, or is not accepted by AMEX, the company may be
subject to delisting proceedings.

"JED's Additional Plan will consist of the initiatives already in
progress by the company for the redemption of the Convertible
Notes, including the previously announced appointment of CB
Securities Inc. as selling agent for JED's northern Alberta oil
and gas assets," Justin Yorke, chairman of the audit committee,
stated.

                           About JED Oil

JED Oil Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an   
independent energy company that explores, develops, and produces
natural gas, crude oil, and natural gas liquids in Canada and the
United States.  As of Dec. 31, 2007, it had total proved reserves
of 3,035,000 of barrels of oil equivalent.  The company was
founded in 2003 and is headquartered in Didsbury, Canada

As reported in the Troubled company Reporter on June 5, 2008,
JED Oil Inc.'s consolidated balance sheet at March 31, 2008,
showed $90.5 million in total assets, $76.4 million in total
liabilities, and $28.5 million in convertible redeemable preferred
shares, resulting in a $14.4 million total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $15.2 million in total current
assets available to pay $72.0 million in total current
liabilities.

                       Going Concern Doubt

At March 31, 2008, the company had a consolidated working capital
deficiency of $56.8 million and a stockholder's deficiency of
$14.4 million.  The company requires additional funds to maintain
operations and discharge liabilities as they become due.  These
conditions raise substantial doubt about the company's ability to
continue as a going concern.

The company does not currently have a loan facility.


JEFFERSON COUNTY: Majority of Commissioners Oppose Bankruptcy
-------------------------------------------------------------
Three Jefferson County Commissioners are against a proposal to
file Chapter 9 municipal bankruptcy for the county, Barnett Wright
of The Birmingham News reports.

Commission President Bettye Fine Collins and Commissioners Shelia
Smoot and George Bowman are against a proposal by Alabama state
pension chief David Bronner for the Retirement Systems of Alabama
to buy the deeply indebted sewer system to save it from
bankruptcy.

According to the report, Mr. Bronner said the RSA would consider
offering up to $2 billion for the system.  The money will go to
retire the system's $3.2 billion debt.  The county's creditors
would either have to take a loss or pursue three Wall Street firms
that insured the county's debt, he said, according to the report.
Commissioners Jim Carns and Bobby Humphryes support Mr. Bronner's
plan.

Negotiations with Wall Street bankers and creditors are
continuing.  The latest proposal includes issuing new bonds to
refinance the county debt, raising property taxes, doubling
business license fees and extending a countywide sales tax until
2048.  Mr. Bowman said the plan would harm ratepayers and
taxpayers.

Gov. Bob Riley is also not sold out to the idea to raise taxes on
the citizens to solve the sewer debt problem.

              Aug. 1 Deadline to Pay $47MM Sewer Debt

Jefferson County attorneys and the bond insurers are in
negotiations to reset the county's debt structure.  Without
restructuring, annual payments could soar to $250 million, Reuters
had reported.

After several extensions, the county was scheduled to pay
$47 million of its sewer debt on June 1 and another payment of
$53 million due on July 1. As reported by the Troubled Company
Reporter on June 5, 2008, the Commission unanimously approved an
agreement to extend to Aug. 1 a $47 million sewer debt payment due
to eight banks. Under the new agreement, the county will pay
$10.6 million toward the principal owed to banks including Regions
Bank and Bank of America Corp. The county's bond insurers would
also pay $10.6 million of the debt.

Jefferson County has $4.6 billion in overall debt, including
$3.2 billion in sewer bonds.  The county was required to post a
collateral on interest-rate swaps tied to the bonds after a series
of downgrades on the debt.  

Two of the firms that guarantee to make the payments on Jefferson
County's sewer bonds in the event of default were FGIC Corp. and
XL Capital Assurance Inc.  FGIC insured $1.56 billion of Jefferson
County auction-rate securities, and XL Capital backed $397 million
of the bonds.

XLCA  said that as of June 2, 2008, the Company's exposure to
Jefferson County was $810 million, net of reinsurance.  XLCA has
not established any loss reserves at this time in connection with
Jefferson County.

           Citigroup Replaces Goldman Sachs as Adviser

Citigroup Inc. was appointed as part of a new banking team
advising Jefferson County after Goldman Sachs Group. Inc. refused
to take the job, Martin Z. Braun and William Selway at Bloomberg
News reported.  As reported by the Troubled Company Reporter on
July 9, 2008, the Jefferson County Commission dismissed current
advisers Porter, White & Co., Merrill Lynch & Co., and Birmingham
law firm Bradley Arant Rose & White as negotiators in their debt
restructuring effort.  They hired as replacement, Goldman, Sachs &
Co.; Birmingham investment bank Sterne, Agee & Leach Inc. and
Memphis-based investment firm Morgan Keegan & Co.  

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  Patrick
Darby, a lawyer with the Birmingham firm of Bradley Arant Rose &
White, represents Jefferson County.  Porter, White & Co. in
Birmingham is the county's financial adviser.  A bankruptcy by
Jefferson County stands to be the largest municipal bankruptcy in
U.S. history.

                         *     *     *

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

On April 1, 2008, Standard & Poor's lowered its SPUR on the
county's variable-rate demand series 2003 B-2 through 2003 B-7
sewer revenue refunding warrants to 'D' from 'CCC' due to the
sewer system's failure to make a principal payment on the bank
warrants when due on April 1, 2008, in accordance with the terms
of the standby warrant purchase agreement.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.  


JHT HOLDINGS: May Access GECC's $25MM DIP Fund on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on July 25,
2008, gave JHT Holdings Inc. and its debtor-affiliates final
approval to tap General Electric Capital Corporation's $25,000,000
postpetition financing under an debtor-in-possession credit
agreement dated Dec. 21, 2006.  The Court also allowed the Debtors
to access prepetition lenders' cash collateral.

The final order was issued amid objections from the Official
Committee of Unsecured Creditors and Liberty Mutual Insurance
Company.  On June 25, 2008, the Court issued an interim order
allowing the Debtors to access up to $22,000,000 in postpetition
credit.

Pursuant to prepetition credit agreements, the Debtors, as of the
bankruptcy filing, owe GECC and other lenders about $136,000,000.  
The Debtors granted their prepetition lenders first priority liens
and continuing pledges and security interests in substantially all
of their assets.

GECC serves as agent to both prepetition and postpetition debts.

The postpetition debt matures at the earliest of (i) 120 days
after the closing date, (ii) the date on which the obligations  
are accelerated and become due and payable following an event of
default, (iii) the date on which the Debtors will sell
substantially all of their assets, and (iv) chapter 11 plan
effective date.

The postpetition credit agreement provides for an underwriting fee  
of 3.0% of the aggregate revolving credit commitment, unused line
fee of 1.0% per annum,  letter of credit fee of 6.0%, and interest
rate of of LIBOR plus 6% per annum.

                Objections to the Postpetition Debt

The Committee had argued that the Debtors, which are privately
held corporations whose major equity holders and prepetition
secured lenders substantially overlap.  According to the
Committee, the prepetition lenders desire to extinguish old equity
and convert their debt to new equity.  This transaction, the
Committee had contested, could easily be accomplished outside of
the chapter 11 process.  The prepetiton lenders, however, desire
to shed the Debtors of undesirable trade debt, the Committee had
stressed.  The Committee had alleged that the only purpose of the
chapter 11 case appears to be to eliminate the claims of general
unsecured creditors.  Approving of the DIP financing is step one
in this effort, the Committee had added.

According to the Committee, the DIP financing is used to fill up
any possible "holes."  The DIP financing includes a $7,400,000  
roll-up of undersecured prepetition loans and contains an enormous
$9,300,000 cushion, as compared to what financing the Debtors
actually appear to need, the Committee had disclosed.

The Committee had said that it is given only $25,000, or about
$1,450 per Debtor, to investigate the validity of prepetition
lenders' liens.  The budget also caps the Committee counsel's fees
at $100,000 per month and the Committee advisor at not more than
$50,000 per month.  Meanwhile, the Debtors have budgeted more than
$1,200,000 per month in professional fees, Committee had noted.

The Committee had added that about $5,800,000 has been set aside
under the postpetition debt for favored and unidentified critical
vendors.

Liberty Mutual, a creditor and party-in-interest, filed a joinder
motion in the objection of the Committee relating to the Debtors'
DIP fund request.

Liberty Mutual is represented by Richard M. Beck, Esq. at Klehr,
Harrison, Harvey, Branzburg & Ellers LLP.

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at
Pepper Hamilton, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee has appointed members to the Official
Committee of Unsecured Creditors to serve in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Creditors' Committee.  When
the Debtors filed for protection against their creditors, they
listed assets and debts between $100 million to $500 million.


JHT HOLDINGS: Court Approves Use of $35 Million Exit Financing
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave JHT Holdings Inc. and its debtor-
affiliates authority to use a proposed exit first-lien revolving
loan with a maximum commitment of $35,000,000.

The Court also authorized the Debtors to reimburse CIFC Funding
2007-I, Ltd. and CIFC Funding 2007-II, Ltd., prepetition lenders
and signatories to a lockup agreement.  The reimbursement is
intended for prepetition attorneys' fees incurred in connection
with the lockup agreement and DIP financing up to a maximum of
$20,000.

The lockup agreement provides for two exit credit facilities: (i)
a first-lien revolving loan with a maximum commitment of
$35,000,000, and (ii) a second-lien term loan in the principal
amount of $60,000,000.
                                                                                    
The exit revolving loan will be provided by certain prepetition
lenders, consisting of funds collaterally managed by Highland
Capital Management L.P. and certain affiliated funds, Spectrum
Investment Partners, L.P. and DB Zwirn Special Opportunities Fund,
Ltd.  The lenders' committed  share are:

              Highland          44.05%
              Spectrum          21.45%
              DB Zwirn          34.50%

The Debtors have agreed to pay a fee commitment fee equal to 3.0%
of the commitment of $35,000,000, or $1,050,000, payable upon
entry of a final order approving the DIP Financing but no later
than 30 days after the petition date.  On the date of payment, the
commitment fee will be fully earned and non-refundable.

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at
Pepper Hamilton, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee has appointed members to the Official
Committee of Unsecured Creditors to serve in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Creditors' Committee.  When
the Debtors filed for protection against their creditors, they
listed assets and debts between $100 million to $500 million.


JHT HOLDINGS: Amends Chapter 11 Plan and Disclosure Statement
-------------------------------------------------------------
JHT Holdings Inc. and its debtor-affiliates delivered their
amended chapter 11 plan and disclosure statement to the U.S.
Bankruptcy Court for the District of Delaware.

The plan seeks to convert a substantial portion of the prepetition
lenders' secured debt to equity, resulting in prepetition lenders
becoming owners of the reorganized company.  The Debtors must
confirm the plan and go effective within 120 days of the petition
date, otherwise a trigger an event of default will occur under
their debtor-in-possession financing and an automatic termination
under a lockup agreement.  This would severely jeopardize the
Debtors' reorganization prospects, according to a court document.

                        Treatment of Claims

The plan reflects certain agreements and compromises between the
Debtors and certain of the prepetition lenders and contemplates,
generally:

   -- payment in full, in cash, of the allowed prepetition
      advance claims, DIP facility claims, administrative claims
      and priority claims;

   -- exchange of the prepetition Lenders' secured claims for,
      among other things, (i) the exit second-lien loan in the
      principal amount of $60,000,000, and (ii) 70% of the new
      stock of reorganized holdings;

   -- reinstatement of intercompany claims and intercompany
      interests; and

   -- discharge of all other claims without recovery, and
      cancellation of all other equity interests.

   Type of Claim      Projected Claim      Projected Recovery
      or Class          or Interest      Chapter 11   Chapter 7
   -------------      ---------------    ----------------------
   Administrative         $15,000,000    100.0%          100.0%
   Priority Taxes              20,000    100.0%          100.0%
   IFTA Taxes                  10,000    100.0%          100.0%
   DIP Facility            14,000,000    100.0%          100.0%
   Class 1
     Prepetition
     Advanced               1,200,000    100.0%          100.0%
   Class 2
     Prepetition
     Facilities           136,000,000     48.9%           13.3%
   Class 3
     Other Secured                       100.0%          100.0%
   Class 4
     Other Priority                      100.0%          100.0%
   Class 5
     Gen. Unsecured        95,000,000        0%              0%
   Class 6
     ESOP Put Claims        6,000,000        0%              0%
   Class 7
     Intercompany Claims                 reinstated      100.0%
   Class 8
     Intercompany                        reinstated      100.0%
     Interests
   Class 9
     Equity Interests                        0%              0%

The Debtors submit that the plan maximizes their value and that
any alternative to confirmation of the plan, such as liquidation
or an alternative plan, would result in significant delays,
litigation and additional costs.
                                                                       
The Court scheduled the hearing to consider adequacy of the
disclosure statement for Aug. 6, 2008 at 10:00 a.m., and the
hearing to consider confirmation of the plan for Sept. 17, 2008,
at 10:00 a.m.

A full-text copy of the Debtors' amended disclosure statement is
available for free at:

http://www.administarllc.com/Asmain/JHTHold/Docket/JHT%20192.pdf

A full-text copy of the Debtors' amended chapter 11 plan is
available for free at:

http://www.administarllc.com/Asmain/JHTHold/Docket/JHT%20191.pdf

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at
Pepper Hamilton, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee has appointed members to the Official
Committee of Unsecured Creditors to serve in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Creditors' Committee.  When
the Debtors filed for protection against their creditors, they
listed assets and debts between $100 million to $500 million.


JHT HOLDINGS: May Hire Administar as Claims and Notice Agent
------------------------------------------------------------
JHT Holdings Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
engage Administar Services Group LLC as their claims, noticing,
and balloting agent.

The Debtors had told the Court that it is necessary and in the
best interest of their estates and creditors to hire Administar as
outside agent to the U.S. Bankruptcy Court Clerk to assume full
responsibility for the distribution of notices, proof of claim
forms and the maintenance, secondary processing and docketing of
all proofs of claim filed in the case.  The Debtors had also
intended to utilize Administar to mail any proposed disclosure
statement, bankruptcy plan, and solicitation materials and may
request Administar to tally ballots in connection with voting on
any proposed bankruptcy plan.

The Debtors had anticipated that there will be 2,800 individuals
or entities that will be served with various notices, pleadings,
and other documents filed in the case.  The Debtors had said that
the appointment of Administar will expedite the distribution of of
these documents.

Administar bills hourly rates of $195 to $215 for presidents and
senior vice presidents; $135 to $$175 for vice presidents and
executive consultants; $95 to $135 for senior bankruptcy and
bankruptcy consultants; $75 to $95 for senior bankruptcy analysts
and bankruptcy analysts; and $35 to $55 for administrative and
operations personnel and call center attendants.

Prior to the bankruptcy filing, the Debtors paid Administar
$25,000 adequate assurance payment.

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at
Pepper Hamilton, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee has appointed members to the Official
Committee of Unsecured Creditors to serve in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Creditors' Committee.  When
the Debtors filed for protection against their creditors, they
listed assets and debts between $100 million to $500 million.


JHT HOLDINGS: Pepper Hamilton Approved as Delaware Counsel
----------------------------------------------------------
JHT Holdings Inc. and its debtor-affiliates obtained permission
from the United States Bankruptcy Court for the District of
Delaware to employ Pepper Hamilton LLP as their Delaware Counsel.

Pepper Hamilton will assist co-counsel in representing the
Debtors, among others.  Through a separate motion, the Debtors
have sought and obtained Court approval to engage Reinhart Boerner
Van Deuren S.C. as co-restructuring counsel and general corporate
counsel in the bankruptcy case.  The Debtors have also obtained
approval from the Court to hire Kaye Scholer LLP as its bankruptcy
counsel.

Pepper Hamilton had received in the aggregate amount of $75,000
pre-filing retainer.

The firm's professionals bill at these rates:

      Designation                 Hourly Rates
      -----------                 ------------
      Partners                     $450-$695
      Associates                   $240-$345
      Legal Assistants             $190-$205

David B. Stratton, Esq., a partner at firm, had assured the Court
that the firm does not hold any interest adverse to the Debtors'
estates and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About JHT Holdings

Headquartered in Kenosha, Wisconsin, JHT Holdings Inc. --
http://www.jhtholdings.com/-- and its affiliates provide over-
the-road transportation of various types of motor vehicles,
including commercial trucks and cars.

The Debtors have non-debtor foreign affiliates in Canada and
Mexico.  Another Mexican affiliate, Mexicana Logistics, S.A. de
C.V. is owned 50% by JHT Holdings and 50% by Gustavo Vildosola, a
Mexican national with no connection to the Debtors.

JHT Acquisition Corp. owns all of the outstanding stock of JHT
Holdings.  JHT Acquisition is a holding company owned by a group
of investors, MTGLQ Investors, L.P., D.B. Zwirn Special
Opportunities Fund, L.P., ZM Private Equity Fund I, Spectrum
Investment Partners, L.P. and Stonehouse Investment Company LLC.

The company and 16 of its affiliates filed for chapter 11
protection on June 24, 2008 (Bankr. D. Del. Lead Case No. 08-
11267).  David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at
Pepper Hamilton, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee has appointed members to the Official
Committee of Unsecured Creditors to serve in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Creditors' Committee.  When
the Debtors filed for protection against their creditors, they
listed assets and debts between $100 million to $500 million.


JUPITER HIGH-GRADE: Fitch Junks Ratings on Five Classes of Notes
----------------------------------------------------------------
Fitch Ratings has downgraded six classes of notes issued by
Jupiter High-Grade CDO II, Ltd. and Jupiter High-Grade CDO II,
Inc. as:

  -- $765,305,823 class A-1 to 'BB-' from 'AA';
  -- $35,436,691 class A-2 to 'CCC' from 'AA-', and removed from
     Rating Watch Negative;

  -- $40,752,195 class B to 'CC' from 'A+', and removed from
     Rating Watch Negative;

  -- $9,948,512 class C-1A to 'C' from 'BB', and removed from
     Rating Watch Negative;

  -- $3,468,488 class C-1B to 'C' from 'BB', and removed from
     Ratings Watch Negative;

  -- $7,636,219 class C-1C to 'C' from 'BB', and removed from
     Rating Watch Negative.

Jupiter II is a cash collateralized debt obligation that closed on
March 29, 2005 and is managed by Maxim Advisory LLC.  Jupiter II
has a static portfolio of which presently 23.4% is composed of
pre-2005 and 2005 vintage U.S. subprime residential mortgage-
backed securities, 18.8% consists of pre-2005 and 2005 vintage
U.S. SF CDOs, and 8.7% is composed of pre-2005 and 2005 vintage
U.S. alternative-A RMBS.  Prime RMBS represents 8.8% of the
portfolio.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS.
Since Nov. 21, 2007, approximately 39.1% of the portfolio has been
downgraded with 17.1% of the portfolio currently on Rating Watch
Negative.  Close to 21.5% of the portfolio is now rated below
investment grade, of which 4.4% is rated 'CCC+' and below.  Fitch
notes that, overall, 17.8% of the assets in the portfolio now
carry a rating below the rating Fitch assumed in November 2007.
The negative credit migration experienced since the last review on
Nov. 21, 2007 has resulted in the Weighted Average Rating Factor
deteriorating to 4.17 from 1.50, breaching its covenant of 1.25,
as of the May 30, 2008 Trustee report.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers of 102.52% and 100.41%.  As of the trustee
report dated May 30, 2008, the class A/B OC ratio was 99.7% and
the class C OC ratio was 97.2%.  Payment of interest to the
classes C-1A, C1B and C-1C notes has been made in kind by writing
up the principal balance of each class by the amount of interest
owed.

The classes are removed from Rating Watch as Fitch believes
further negative migration in the portfolio will have a lesser
impact on these classes.  Additionally, Fitch is reviewing its SF
CDO approach and will comment separately on any changes and
potential rating impact at a later date.

The rating of the classes A-1, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes C-1A, C-1B, and C-1C notes address the
likelihood that investors will receive ultimate interest payments,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings are based
upon the capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.


KENNETH HUETE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kenneth N. Huete, D.C.
        aka Doctors Chiropractic
        aka Doctors Chiropractic Health & Rehab Center
        aka Doctors Spinal Decompression Center of Houston
        Doctors Chiropractic
        3429 W. Holcombe Blvd.
        Houston, TX 77025

Bankruptcy Case No.: 08-34744

Type of Business: The Debtor provides health care services.

Chapter 11 Petition Date: July 27, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: Matthew Scott Okin, Esq.
                   (mokin@okinadams.com)
                  Okin & Adams LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  http://okinadams.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


LATAM TRUST: Moody's Downgrades Certificates Rating to B1
---------------------------------------------------------
Moody's Investors Service downgraded its rating of these notes
issued by Latam Trust Series 2007-103:

Class Description: CLP 5,185,000,000 UF-adjusted Certificates due
2036 Credit-Linked to 10 year Tranche

Prior Rating: Ba1, on review for possible downgrade

Current Rating: B1

Moody's explained that today's rating action reflects the
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
bonds, as well as the negative action taken by Moody's on the
Insurance Financial Strength rating of MBIA Insurance Corporation,
which acts as GIC provider in the transaction. On June 19, 2008
Moody's downgraded its rating of MBIA Insurance Corporation to A2.

Latam Trust Series 2007-103 is a static synthetic transaction
referencing a pool of corporate bonds. It was originated in June,
2007.


LB-UBS COMMERCIAL: S&P Junks Ratings on Three Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2005-C3.  Concurrently, S&P affirmed
our ratings on the remaining 17 classes from this transaction.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of one specially serviced asset.  In addition,
the performance of three of the top 10 loans has weakened since
issuance, and four loans have reported debt service coverage of
less than 1.0x.  The affirmed ratings reflect credit enhancement
levels that provide adequate support through various stress
scenarios.
     
The specially serviced asset, Estates at Eagle's Pointe
($20.7 million), is secured by a 450-unit multifamily property at
a former Air Force base in Peru, Indiana, 60 miles north of
Indianapolis.  The loan was transferred to the special servicer,
J.E. Robert Co. Inc., in November 2007 due to monetary default.  
As of June 2008, the property was 81% occupied, up from 70% in
December 2007, but the DSC for the property continues to be less
than 1.0x.  The appraisal indicated a value of $15.25 million as
of February 2008.  A $7.4 million appraisal reduction amount is in
effect for this asset.  Standard & Poor's expects a significant
loss upon the liquidation of this asset.        

The master servicer, Wells Fargo Bank N.A., reported a watchlist
of 12 loans ($190.5 million, 10%).  Crossroads Towne Center
($50.5 million, 3%) is the largest loan on the watchlist.  The
loan is secured by a 254,589-sq.-ft. retail power center in
Gilbert, Arizona.  The loan appears on the watchlist because the
tenant, Linens 'N Things (11% of net rentable area), has filed for
bankruptcy protection; however, the subject store was not on the
initial store-closure list.  The property was 98% occupied as of
December 2007.  The remaining loans are on the watchlist primarily
because of low occupancy or a decline in DSC since issuance.
     
As of the July 17, 2008, remittance report, the collateral pool
consisted of 109 loans with an aggregate pooled trust balance of
$1.888 billion, compared with $1.967 billion and the same number
of loans at issuance.  Wells Fargo reported financial information
for 99% of the pool.  Excluding $221.1 million of collateral that
has since defeased, 85% of the servicer-provided information was
full-year 2007 data.  Excluding the one asset with the special
servicer, there are four loans in the pool totaling $34.4 million
(2%) that reported DSCs of less than 1.0x.  The loans are secured
by industrial, retail, and hotel properties with an average
balance of $8.6 million and have reported an average decline in
DSC of 52% since issuance. Standard & Poor's calculated a weighted
average DSC of 1.54x for the pool, up from 1.51x at issuance.  The
one specially serviced asset is also the only delinquent loan in
the pool.  The trust has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of
$927.0 million (52%) and a weighted average DSC of 1.60x, down
from 1.62x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  One property was characterized
as "excellent," and the remaining collateral was characterized as
"good."
     
At issuance, 10 loans had credit characteristics consistent with
those of investment-grade obligations.  However, the Wachovia
Portfolio (9%) loan has since defeased.  Currently, five of the
remaining nine loans continue to exhibit credit characteristics of
investment-grade obligations.    
     
Details of the two largest loans that continue to exhibit
investment-grade characteristics are:

     -- The largest exposure in the pool, 200 Park Avenue, has a
        trust balance of $278.5 million (17%) and a whole-loan
        balance of $900.0 million.  The whole loan includes an
        $848.8 million senior participation that is split into
        three pari passu pieces, $278.5 million of which is
        included in the LB-UBS 2005-C3 pooled trust balance.  In
        addition, the borrower's equity interests in the property
        secure mezzanine loans totaling $450.0 million.  The loan
        is secured by a 58-story, class A office building totaling
        2.9 million sq. ft. in Midtown Manhattan.  For the year
        ended December 2007, DSC was 1.79x and occupancy was 99%.
        Standard & Poor's adjusted net cash flow for this loan is
        comparable to its level at issuance.      

     -- Courtyard by Marriott Portfolio is the third-largest loan
        in the pool, with a pooled trust balance of $121.1 million
        (8%) and a whole-loan balance of $548.3.  The whole loan
        consists of a $475.8 million senior participation that is
        split into three pari passu pieces, $120.9 million of
        which serves as collateral in the LB-UBS 2005-C3
        transaction.  In addition, the borrower's equity interests
        in the properties secure mezzanine loans totaling
        $128.9 million.  The loan is secured by 64 select-service
        hotels totaling 9,443 rooms in 29 states.  Wells Fargo
        reported a DSC of 1.75x.  Standard & Poor's adjusted NCF
        for this loan is up 12% from its level at issuance.   

Details of the two largest loans that no longer exhibit
investment-grade characteristics are:

     -- The 900 North Michigan Avenue loan is the second-largest
        loan in the pool, with a trust balance of $199.4 million
        (10%) and a whole-loan balance of $236.4 million.  The
        whole loan consists of a $199.4 million A note and a
        $37.0 million B note held outside the trust.  The loan is
        secured by 825,356 sq. ft. of a 2.7 million-sq.-ft.,
        mixed-use complex located in downtown Chicago, Illinois.  
        The collateral includes a 475,438-sq.-ft. mall that is
        anchored by Bloomingdales, and the remaining NRA is
        primarily office space.  For the year ended Dec. 31, 2007,
        DSC was 1.34x, while occupancy was 95.0%, down from 95.7%
        at issuance.  Operating expenses at the property have
        increased by 20% since issuance, and Standard & Poor's
        adjusted NCF for this loan is down 22% from its level at
        issuance.  

     -- The sixth-largest loan in the pool, Lakeside Commons, has
        a balance of $46.5 million (2%).  The interest-only loan
        is collateralized by a two-building, 513,677-sq.-ft.
        office complex in Atlanta, Georgia.  As of Dec. 31, 2007,
        DSC was 1.89x, while occupancy was 97%, up from 87% at
        issuance.  Standard & Poor's adjusted NCF for this
        exposure is down 8% from issuance, reflecting higher
        operating expenses.   

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.


                         Ratings Lowered

              LB-UBS Commercial Mortgage Trust 2005-C3
            Commercial mortgage pass-through certificates

                  Rating
                  ------
       Class    To      From              Credit enhancement
       -----    --      ----              ------------------
       J        BBB-    BBB                     3.13%
       K        BB      BBB-                    2.08%
       L        B+      BB+                     1.69%
       M        B       BB                      1.56%
       N        B-      BB-                     1.43%
       P        CCC     B+                      1.17%
       Q        CCC-    B                       1.04%
       S        CCC-    B-                      0.78%

                         Ratings Affirmed

              LB-UBS Commercial Mortgage Trust 2005-C3
            Commercial mortgage pass-through certificates
   
                Class    Rating    Credit enhancement
                -----    ------    ------------------
                A-1      AAA             31.25%
                A-2      AAA             31.25%
                A-3      AAA             31.25%
                A-4      AAA             31.25%
                A-AB     AAA             31.25%
                A-5      AAA             31.25%
                A-M      AAA             20.83%
                A-J      AAA             11.07%
                B        AA+              9.90%
                C        AA               8.85%
                D        AA-              7.81%
                E        A+               7.16%
                F        A                6.12%
                G        A-               5.34%
                H        BBB+             4.17%
                X-CP     AAA               N/A
                X-CL     AAA               N/A


                     N/A -- Not applicable.


LB-UBS COMMERCIAL: S&P Holds Ratings on Good Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 25
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2005-C5.  At the same time, S&P
raised its ratings on five classes of commercial mortgage pass-
through certificates from 1345 Avenue of the Americas and Park
Avenue Plaza Trust's series FB 2005-1.  Concurrently, S&P affirmed
its ratings on three classes from series FB 2005-1.
     
The affirmed ratings on the LB-UBS 2005-C5 certificates reflect
credit enhancement levels that provide adequate support through
various stress scenarios.
     
The raised and affirmed ratings on the 1345 Avenue of the Americas
and Park Avenue Plaza Trust FB 2005-1 certificates reflect the
increased operating performance of the properties, improved market
fundamentals, and the amortization of the whole loans.  The whole
loans secured by 1345 Avenue of the Americas and Park Avenue Plaza
are participated in both trusts.  The 1345 Avenue of the Americas
and Park Avenue Plaza Trust FB 2005-1 certificates derive 100% of
their cash flow from the participated interests, which are
discussed in further detail below.
     
As of the July 17, 2008, remittance report, LB-UBS 2005-C5's
collateral pool consisted of 115 loans with an aggregate trust
balance of $2.306 billion, compared with 115 loans totaling
$2.344 billion at issuance.  The master servicer, Wachovia Bank
N.A., reported financial information for 99% of the pool.  Ninety-
seven percent of the servicer-provided information was full-year
2007 data.  There are five loans in the pool totaling
$29.2 million (1%) that reported debt service coverage of less
than 1.0x.  

These loans are secured by retail, self-storage, manufactured
housing, and multifamily properties with an average balance of
$5.8 million. These loans have seen an average decline in DSC of
41% since issuance.  Excluding the defeased loans ($5.4 million,
0.2%), Standard & Poor's calculated a weighted average DSC of
1.52x for the pool, up from 1.45x at issuance.  There are no
delinquent loans in the pool but there is one asset ($5.2 million,
0.2%) with the special servicer, LNR Partners Inc.  The trust has
experienced no losses to date.

The top 10 loans in LB-UBS 2005-C5 are secured by real estate and
have an aggregate outstanding balance of $1.326 billion (58%) and
a weighted average DSC of 1.56x, up from 1.53x at issuance.  
Standard & Poor's reviewed property inspections provided by
Wachovia for all of the assets underlying the top 10 loans, and
all of the properties were characterized as "good."
     
Credit characteristics for six of the loans in the LB-UBS 2005-C5
pool are consistent with those of high investment-grade
obligations.  Details of the largest loan and the 1345 Avenue of
the Americas and Park Avenue Place loans are:

     -- The largest exposure in the pool, 200 Park Avenue, has a
        trust balance of $278.5 million (17%) and a whole-loan
        balance of $900.0 million.  The whole loan includes an
        $848.8 million senior participation that is split with
        three pari passu components, including $285.1 million that
        is included in the pooled trust balance and a
        $51.2 million junior participation that is securitized
in         
        another trust.  In addition, the borrower's equity         
        interests in the property secure mezzanine loans totaling
        $450.0 million.  The loan is secured by a 58-story, class
        A office building totaling 2.9 million-sq.-ft. in midtown
        Manhattan.  For the year ended December 2007, the pooled
        trust balance reported a DSC of 1.79x and occupancy of
        99%.  Standard & Poor's adjusted value for this loan is
        comparable to its level at issuance.

     -- The 12th-largest exposure in the LB-UBS 2005-C5 pool, 1345
        Avenue of the Americas, is encumbered by a $720.6 million
        whole loan.  The loan has four senior A participations
        totaling $422.6 million, two B participations totaling
        $98.0 million, four C participations totaling
        $100.0 million, and one D participation totaling
        $100.0 million. The A-2 note ($42.1 million, 2%) serves         
        as collateral in the LB-UBS 2005-C5 transaction and the
        A-3, A-4, B-1, and B-2 notes serve as collateral in 1345
        Avenue of the Americas and Park Avenue Plaza Trust's
        series FB 2005-1 stand-alone transaction.  The C
        participations serve as collateral in Hypo Real Estate
        Bank International AG's series Estate-US1 transaction.  
        The loan is secured by a 1,896,140-sq.-ft. office property
        in midtown Manhattan.  As of March 31, 2008, the property
        was 99% occupied and the weighted average in-place rent
        was $63.90.  Standard & Poor's adjusted valuation for this
        loan is up 8% since issuance.

     -- The 25th-largest exposure in the LB-UBS 2005-C5 pool, Park
        Avenue Plaza, is encumbered by a $249.2 million whole
        loan.  The loan has four senior A participations totaling
        $147.9 million, two B participations totaling
        $1.3 million, and one C participation totaling
        $100.0 million.  In addition, there is $85.0 million of
        preferred equity secured by the equity interests of the
        borrower.  The A-2 note ($19.4 million, 1%) serves as
        collateral in the LB-UBS 2005-C5 transaction and the A-3,
        A-4, B-1, and B-2 notes serve as collateral in 1345 Avenue
        of the Americas and Park Avenue Plaza Trust's series FB
        2005-1 stand-alone transaction.  The C participation
        serves as collateral in Hypo Real Estate Bank
        International AG's series Estate-US1 transaction.  The
        loan is secured by a 1,137,452-sq.-ft. office property in
        midtown Manhattan.  As of March 31, 2008, the property was
        95% occupied and the weighted average in-place rent was
        $56.06.  Standard & Poor's adjusted valuation for this
        loan is up 29% since issuance.

Kmart Greenwood, the only loan with LNR, is a 135,990-sq.-ft.
retail property in Greenwood, South Carolina.  The loan has a
total exposure of $5.3 million, including servicing advances, as
well as interest thereon.  The loan was transferred to the special
servicer in June 2007 because the borrower filed for bankruptcy.
The loan remains current and the property is 100% occupied.  
Standard & Poor's does not expect the resolution of the asset to
result in a loss.
     
Wachovia reported a watchlist of 13 loans ($63.3 million, 3%).  
The largest loan on the watchlist, the Loch Raven Apartments, is
the 26th-largest exposure.  The loan has an outstanding balance of
$17.0 million (1%) and is secured by a 515-unit multifamily
property in Baltimore, Maryland.  The loan appears on the
watchlist because the property reported a year-end DSC of 0.87x;
however, a major renovation was recently completed at the property
and is now 95% occupied.
     
Standard & Poor's stressed the loans on the master servicer's
watchlist and the other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.
    

                          Ratings Raised

      1345 Avenue of the Americas and Park Avenue Plaza Trust
  Commercial mortgage pass-through certificates series FB 2005-1

                                   Rating
                                   ------
                      Class     To        From
                      -----     --        ----
                      B         AAA       AA+
                      C         AAA       AA-
                      D         AA        A+
                      E         A+        A
                      F         A         A-

                         Ratings Affirmed

      1345 Avenue of the Americas and Park Avenue Plaza Trust
  Commercial mortgage pass-through certificates series FB 2005-1

                          Class    Rating
                          -----    ------
                          A-2      AAA
                          A-3      AAA
                          X        AAA
    
              LB-UBS Commercial Mortgage Trust 2005-C5
   Commercial mortgage pass-through certificates series 2005-C5

              Class    Rating      Credit enhancement
              -----    ------      ------------------
              A-1      AAA               30.50%
              A-1A     AAA               30.50%
              A-2      AAA               30.50%
              A-3      AAA               30.50%
              A-AB     AAA               30.50%
              A-4      AAA               30.50%
              A-M      AAA               20.33%
              A-J      AAA               12.20%
              B        AA+               11.31%
              C        AA                 9.91%
              D        AA-                8.64%
              E        A+                 7.62%
              F        A                  6.35%
              G        A-                 5.21%
              H        BBB+               4.19%
              J        BBB                3.56%
              K        BBB-               2.67%
              L        BB+                2.29%
              M        BB                 2.03%
              N        BB-                1.65%
              P        B+                 1.52%
              Q        B                  1.27%
              S        B-                 1.02%
              X-CL     AAA                 N/A
              X-CP     AAA                 N/A


                     N/A -- Not applicable.


LEVITT AND SONS: Court Okays Expanded Duties of Depositors Panel
----------------------------------------------------------------
The Home Purchase Deposit Creditors Deposit Holders Committee in
Levitt and Sons LLC and its debtor-affiliates' Chapter 11 cases
obtained interim permission from the Honorable Raymond B. Ray of
the U.S. Bankruptcy Court for the Southern District of Florida to
expand the scope of its engagement to represent deposit holders
bringing claims against the Florida homeowners' construction
recovery fund.

As reported in the Troubled Company Reporter on May 28, 2008, the
Debtors, together with the Joint Committee of Unsecured Creditors,
asked the Court to impose limitations on the expansion request by
the Home Purchase Depositors Panel.  The Debtors argued that
representing a small group of Deposit Holders who will make claims
against the Recovery Fund is inappropriate without the imposition
of certain conditions.

The Debtors contended earlier that the Deposit Holders are
individual creditors and any recovery from the Recovery Fund
should be deducted from their claims in the Debtors' bankruptcy
cases, with the first recovery applied to reduce any priority
claims, and then to reduce the balance of any general unsecured
claims.  They emphasized that the Deposit Holders should not be
entitled to a double recovery.

Pursuant to the Court order, in any invoice submitted to the
Debtors or fee applications filed with the Court, counsel of the
Depositors Committee will separately set forth time entries and
expenses incurred in pursuing claims against the Florida
Homeowners Construction Recovery Fund.  The Depositors Committee's
counsel will report its progress to the Court at each pro se
calendar or scheduled status conference.

The Depositors Committee will be entitled to proceed against the
Recovery Fund on behalf of eligible individual depositors as
representative of a class of those claimants.  Initially,
however, the Depositors Committee will proceed on behalf of
several test claimants, who will be selected by agreement between
the Depositors Committee, the Official Committee of Unsecured
Creditors, and the Debtors.

To be eligible to proceed as Test Claimants, the Test Claimants
and any subsequent claims of Depositors that are eligible for
recovery against the Recovery Fund must agree in advance to
assign any recoveries received from the Recovery Fund to the
Debtors' estates or any successor to the estates.  The
disposition of the Fund Recoveries will be made pursuant to
either any plan filed or by further Court order.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a chapter 11 joint plan of liquidation.  
(Levitt and Sons Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000)


LEVITT AND SONS: Sunshine Kitchens Seeks to Foreclose Liens
-----------------------------------------------------------
Sunshine Kitchens, Inc. sued certain applicable debtor-affiliates
of Levitt and Sons LLC and third-party Lexon Insurance Company,
seeking to foreclose a series of construction liens for unpaid
materials and services the Debtors and Lexon Insurance owe it.

Sunshine Kitchens adopted the material allegations and claims
against the Debtors and Lexon contained in its amended complaints
to foreclose lien against Lexon and Cascades by Levitt and Sons,
LLC; Summerport by Levitt and Sons, LLC, formerly known as LD
Financial Financial Management, LLC; Avalon Park by Levitt and
Sons, LLC, formerly known as LHBC Holdings, LLC; Levitt Homes,
LLC; and Magnolia Lakes by Levitt and Sons, LLC.

The Amended Complaints to Foreclose Lien were filed in the
Circuit Court for the 19th Judicial Circuit in and for St. Lucie
County, Florida.

Sunshine Kitchens related that it entered into various agreements
for the furnishing and installation of kitchen cabinets into
certain residences.

   (1) Avalon Park -- 35 residences
   (2) Cascades -- 28 residences
   (3) Levitt Homes -- 16 residences
   (4) Magnolia Lakes -- 1 residence
   (5) Summerport -- 16 residences

Pursuant to the Cabinet Agreements, Sunshine Kitchens was to
furnish labor, materials and equipment for kitchen cabinets and
countertops, vanities and tops into the properties during the
construction process.  In return, Sunshine Kitchens was to be
paid in accordance with certain payment schedules.

Sunshine Kitchens, however, complained that the Debtors
subsequently terminated contractual relationships between them,
without legal justification.

In its Amended Complaints to Foreclose Lien, Sunshine Kitchens
sought the payment of sums, together with interest, due to it for
services rendered, and for reasonable attorneys' fees and costs.  
Sunshine Kitchen asserts payments, which aggregate more than
$630,000.  

Sunshine Kitchen maintained that it has filed and recorded
construction claims of lien against the Properties within 90 days
after the last labor, materials and services under the Agreement
were furnished for the construction.

After the recording the Claims of Lien, the Debtors filed certain
bonds as surety transferring Sunshine Kitchen's liens to the
bonds.

A full-text copy of each of the Amended Complaints to Foreclose
Lien is available for free at:

              http://researcharchives.com/t/s?3023
              http://researcharchives.com/t/s?3024
              http://researcharchives.com/t/s?3025
              http://researcharchives.com/t/s?3026
              http://researcharchives.com/t/s?3027

Sunshine Kitchens thus asked the Honorable Raymond B. Ray of the
U.S. Bankruptcy Court for the Southern District of Florida to:

   (a) compel an accounting to be taken under the direction of
       the Bankruptcy Court for the sums due Sunshine Kitchens
       for each Claim of Lien and for reasonable attorneys' fees
       and costs; and

   (b) direct the Debtors to pay the sums determined in the
       accounting to be undertaken.

If the sums are not paid, Sunshine Kitchens asked the Court to
foreclose the Claims of Lien against the Bonds backed by Lexon
Insurance.

              Lexon Replies to Sunshine's Complaint

Leyza F. Blanco, Esq., at GrayRobinson, P.A., Esq., in Miami,
Florida, on behalf of Lexon Insurance, noted that pursuant to
Section 713.06(3)(d)1 of the Florida Statutes, Sunshine Kitchens
has no lien or right of action against the Debtors or Lexon
Insurance for failing to give the final payment affidavit before
instituting the adversary complaint.

Pursuant to Section 713.06, to the extent that Sunshine Kitchens
is not in privity with the owner of the Properties, it has no
lien or right of action against the Debtors or Lexon for failing
to serve a notice of owner, Ms. Blanco argued.

Sunshine Kitchens has been paid for all the work it rendered
consistent with the Cabinet Agreements, Ms. Blanco asserted.  
Lexon Insurance is entitled to a set-off against any payment
otherwise owed to Sunshine Kitchens under the Agreements because
of costs to correct and complete or replace cabinets and other
materials installed by Sunshine Kitchens, she added.

In a separate filing, the Levitt Plaintiffs join in Lexon
Insurance's Answer to Sunshine Kitchens' Complaint.

         Levitt Plaintiffs Seek Partial Summary Judgment

The Levitt Plaintiffs ask the Court to enter a summary judgment
in their favor, declaring (i) that Sunshine Kitchens failed to
comply with a statutory condition precedent concerning the
perfection of Claim Nos. 3149, 3151, 3227, 3308, 3516, 3520 and
3525, and (ii) that those claims have now assumed the status of
general unsecured claims as a matter of law, subject to any
objections by the Debtors or any other party-in-interest.

Resolution of this issue only requires the Court to apply state
law and determine whether Sunshine Kitchens was required to
deliver a contractor's final payment affidavit -- which Sunshine
Kitchens admits it did not deliver -- to the Levitt Plaintiffs as
a prerequisite to its perfection of liens on real property, Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, the
Debtors' counsel, says.

Even where the contractor's affidavit has not been served at the
time of a lawsuit, an amended complaint may be filed alleging
compliance with the requirement to serve an contractor's
affidavit assuming that the applicable statutory limitations
period has not expired before the filing of the amended
complaint, Ms. Guso notes, citing Holding Electric, Inc. v.
Roberts, 530 So. 2D 301 (Fla. 1988).

In this case, Sunshine Kitchens did not sue to enforce its liens
until nearly the expiration of the one-year statutory limitations
period, making it impossible to have served the requisite
contractor's affidavit timely, Ms. Guso points out.

Sunshine Kitchens' failure to comply with state law in the
perfection of its liens results in the disallowance of its
secured proofs of claim in the main case, and the Levitt
Plaintiffs are entitled to partial summary judgment disallowing
the Claims as secured claims, Ms. Guso asserts.

Lexon Insurance joins in the Levitt Plaintiffs' summary judgment
request.

                       About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.  
(Levitt and Sons Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000)


LORDSHIP DEVELOPMENT: Case Summary and Two Largest Creditors
------------------------------------------------------------
Debtor: Lordship Development, LLC
        1121C Military Cutoff Road #321
        Wilmington, NC 28405

Bankruptcy Case No.: 08-04965

Related Information: Michele Jean-Baptiste at Team MJB-NC, LLC,
                     Lordship Development's managing member, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: July 24, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Bankruptcy Counsel: Trawick H. Stubbs, Jr., Esq.
                    Stubbs & Perdue, P.A.
                    P. O. Drawer 1654
                    New Bern, NC 28563
                    Tel: (252) 633-2700
                    Fax: (252) 633-9600
                    (efile@stubbsperdue.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

List of Largest Unsecured Creditors:

   Creditor                     Nature of Claim   Claim Amount
   --------                     ---------------   ------------
   Brunswick County Tax Coll                            $5,057
   
   Bradley-Barnes Construction  Contingent             Unknown


LORDSHIP DEVELOPMENT: Section 341(a) Meeting Slated for August 19
-----------------------------------------------------------------
Marjorie K. Lynch, the United States Trustee for Region XX will
convene a meeting of creditors at 10:00 a.m., on Aug. 19, 2008, at
Wilson 341 Meeting Room, Post Office Box 3758, in Wilson, North
Carolina.

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.

Wilmington, North Carolina-based Lordship Development, LLC filed
its chapter 11 petition on July 24, 2008 (Bankr. E.D.N.C. Case No.
08-04965).  Judge J. Rich Leonard presides over the case.  Trawick
H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it estimated assets between $1 million and $10 million
and debts between $1 million and $10 million.


MCCLATCHY COMPANY: Earns $19.7 Million in 2008 Second Quarter
-------------------------------------------------------------
The McClatchy Company disclosed on Thursday results of its second
quarter ended June 29, 2008.  

The company reported net income from continuing operations of
$20.1 million.  Adjusted earnings from continuing operations  
excluding several unusual items in the second quarter of 2008 were
$17.3 million.  Total net income including discontinued operations
was $19.7 million.

Earnings in the second quarter of 2008 included the impact of
several unusual events including: a gain on the sale of a one-
third interest in SP Newsprint Company (SP), a gain on the
extinguishment of debt related to a bond tender, the charges
related to implementing a previously announced restructuring plan,
the write-down of certain internet investments and a charge for
certain discrete tax items.

The company's second quarter 2007 earnings from continuing
operations were $34.5 million, and included the effect of an
after-tax non-cash loss of $4.7 million, related to the settlement
of litigation and amendment to a Joint Operating Agreement paid by
the Seattle Times Company (STC) in which McClatchy is a 49.5%
owner.  The company's total net income for the second fiscal
quarter of 2007, including the results of discontinued operations,
was $35.2 million.

Revenues in the second quarter of 2008 were $489.7 million, down
15.6% from revenues from continuing operations of $580.0 million
in the second quarter of 2007.  Advertising revenues were
$406.3 million, down 16.8% from 2007, and circulation revenues
were $66.1 million, down 5.2%.  Online advertising revenues grew
12.5% in the second quarter of 2008 and were 11.8% of total
advertising revenues compared to 8.6% of total advertising
revenues for all of 2007.

On March 31, 2008, McClatchy and its partners, affiliates of Cox
Enterprises Inc. and Media General Inc., completed the sale of SP
Newsprint Company, of which McClatchy was a one-third owner.  The
pre-tax gain on the sale of SP was $32.0 million and proceeds of
$55.0 million from the sale were used to reduce debt.

In May 2008, the company purchased $300.0 million aggregate
principal amount of its outstanding publicly traded debt
securities for $282.4 million and recorded a pre-tax gain of
$19.5 million.  The company repaid $294.7 million in debt in the
second quarter reducing total debt to $2.1 billion from
$2.4 billion at the end of the first quarter.

On June 16, 2008, the company announced a restructuring plan which
is expected to result in $95.0 million to $100.0 million in annual
savings over the next four quarters.  This plan includes a
reduction in workforce of approximately 10% and is expected to
result in severance of approximately $30.0 million.  The company
expects to reduce non-newsprint cash expense in the low double-
digit percentage range over the balance of 2008 excluding the
severance.  Second quarter 2008 results include related severance
and retirement plan curtailment charges of $23.3 million.

On June 30, 2008, the company sold its 15.0% interest in
ShopLocal, LLC for approximately $7.9 million and used the
proceeds to reduce debt.  A tax benefit from the sale is expected
to result in cash tax savings of approximately $5.6 million in the
fourth quarter of 2008.  The company reduced its carrying value of
ShopLocal to match the sales price.  In addition, one of the
internet companies in which McClatchy has an investment incurred
an impairment on a product and as a result, the company recognized
a charge related to this investment in the second quarter.  The
total non-cash pre-tax charges related to impairments of internet
investments, including ShopLocal, in the second quarter were
$21.5 million.

                     First Six Months Results

Income from continuing operations for the first six months of 2008
was $19.1 million.  Adjusted earnings from continuing operations
were $20.0 million in the first half of 2008.  The company's total
net income for the first six months of 2008 including the results
of discontinued operations was $18.8 million.

Earnings from continuing operations for the first half of 2007
were $49.0 million including the settlement of litigation and
amendment to a Joint Operating Agreement paid by the Seattle Times
Company.  The company's total net income, including the results of
discontinued operations, for the first half of 2007 was
$44.3 million.  Discontinued operations reflect the results of the
(Minneapolis) Star Tribune newspaper which was sold on March 5,
2007.

Revenues from continuing operations in the first six months of
2008 were down 14.7% to $978.0 million compared to $1.1 billion in
2007.  Advertising revenues in 2008 totaled $810.4 million, down
16.1% and circulation revenues were $133.9 million, down 5.4%.  
Online advertising revenues grew 11.5% in the first half of 2008
and represented 11.6% of total advertising revenues.

Debt repayments totaled more than $370.0 million in the first six
months of 2008 and the company noted that debt was $2.1 billion as
of June 29, 2008.

                      Management's Comments

Commenting on McClatchy's results, Gary Pruitt, chairman and chief
executive officer, said, "Our advertising revenues in the second
quarter of 2008 were down in the mid-teen percentage range and
continued to be hurt by the weak economy and the secular shift in
advertising to the internet.

"We were pleased to see strength in our online business in the
second quarter, reflected in both audience growth and advertising
sales.  Through the second quarter, unique visitors to our
websites were up 24.7% following 41.4% growth in the first
quarter.

"Online advertising revenues grew a strong 12.5% in the second
quarter of 2008.  Excluding employment advertising, which is the
category most tied to print up-sell advertising and which has
declined nationally both in print and online, our online
advertising grew 58.5% in the second quarter of this year.  We
were pleased to note that nearly 50% of our online advertising
came from ads placed only online; they were not tied to a print
up-sell.

"Despite the strong growth in our online business, the advertising
environment continues to be weak and we expect revenues to
continue to be down.  Whether revenues improve from recent trends
depends upon the direction of the overall economy."

Pat Talamantes, McClatchy\u2019s chief financial officer, said,
"We continue to generate significant cash.  Our cash flow, coupled
with asset sales and the income tax refund related to our sale of
the (Minneapolis) Star Tribune in 2007, allowed us to repay more
than $370.0 million of debt in the first half.  Debt at the end of
the quarter was $2.1 billion, compared to $2.5 billion at the end
of 2007.  As a result, our interest expense declined $12.9 million
or 26% from second quarter 2007.

"We have met all of our financial obligations, including the
financial covenants in our credit agreement, and we expect to
continue to do so.  We continue to monitor our financial position
and have good relationships with our bank group, and we will seek
an amendment to our covenants if necessary.  We still expect to
make further progress in deleveraging our balance sheet and expect
total debt to be in the $2.0 billion range by the end of 2008."

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest  
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, an online job site, and 25.6% of
Classified Ventures, a newspaper industry partnership that offers
the auto website, cars.com, and the rental site, apartments.com.

At March 30, 2008, the company's consolidated balance sheet showed
$4.0 billion in total assets, $3.6 billion in total liabilities,
and $409.3 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2008,
Douglas McIntyre of 24/7 Wall Street reported that The McClatchy
Company could hit debt service problems that could force the
company to sell properties or file for Chapter 11 protection.

According to the report, McClatchy is one of the companies that
are at high risk of not making it another year due to the big debt
loads it took in buying newspaper properties and seeing operating
income chopped by falling sales.

As reported in the Troubled Company Reporter on July 15, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on The McClatchy Co. to 'B+' from 'BB-'.  The rating
outlook is negative.  The issue-level rating on the senior
unsecured debt assumed from Knight Ridder Inc. also was lowered,
to 'B-' from 'B'.  The recovery rating on the Knight Ridder debt
remains at '6', indicating the expectation for negligible (0% to
10%) recovery in the event of a payment default.


MEADWESTVACO CORP: Moody's Affirms Corporate Family Rating at Ba1
-----------------------------------------------------------------
Moody's Investors Service affirmed MeadWestvaco Corporation's
(MWV) corporate family rating and senior unsecured debt rating at
Ba1, and the speculative grade liquidity rating at SGL-1. The
affirmation follows MWV's release of second quarter 2008 results
that were in line with Moody's expectations. Sales across all four
of MWV's business segments improved year over year as a result of
price increases and product mix, however, operating income and
margins were adversely impacted by higher energy, raw material and
freight costs. Moody's anticipates that near term growth in
emerging markets will be offset by the slowing US economy and the
margins will continue to be challenged by rising input costs. In
addition, Moody's upgraded approximately $125 million of revenue
bonds to A3 from Ba1 as a result of the prior defeasance of these
obligations. The rating outlook is stable.

MWV's Ba1 rating reflects the company's significant position in
the consumer packaging markets and the very stable profit margins
that result. The company has very strong committed liquidity
arrangements, with minimal near term debt maturities and a fully
funded pension plan that is not expected to diminish cash flow.
The company's credit profile also benefits from the company's
timberland position which provides some backward integration while
also providing an additional source of liquidity should it be
required. Offsetting these strengths are the impact of
competition, the challenging economic environment and rising input
costs that may constrain projected margin expansion and free cash
flow generation as well as the company's large dividend.

Moody's has upgraded the ratings of approximately $125 million of
defeased bonds (see list below) to A3 from Ba1 as a result of the
defeasance of these obligations in 2005. These bonds were issued
in 2002 in connection with an environmental improvement project
for the MeadWestvaco-Escanaba paper mill. Sufficient funds from
the sale of this mill were deposited with the Trustee (Citibank,
N.A.) in April 2005 to provide for the defeasance of these bonds
in accordance with Article XII of the Indenture. The Trustee has
been directed to call the bonds for optional redemption on April
15, 2012. The Trustee holds noncallable government obligations
that have been certified to provide sufficient moneys to pay the
redemption price of the bonds on the redemption date and has
released and discharged MWV's obligations under the Indenture.
Although these bonds are now rated 4 notches above MWV's senior
unsecured debt, Moody's believes that the defeasance documentation
does not provide sufficient assurances to rate the bonds more
highly.

Upgrades:

Delta (County of) MI, Economic Development Corporation US$ 93.5
million 6.25% Senior Unsecured Revenue Bonds 04/15/2027 upgraded
to A3 from Ba1;

Cornell (Town of) MI, Economic Development Corporation US$ 25.09
million 5.875% Senior Unsecured Revenue Bonds 05/01/2018 upgraded
to A3 from Ba1;

Delta (County of) MI, Economic Development Corporation US$ 6.7
million 6.45% Senior Unsecured Revenue Bonds 04/15/2023 upgraded
to A3 from Ba1.

The stable outlook reflects MWV's stable margins and credit
protection metrics that are expected to remain consistent with the
current rating, such as EBITDA margins above 12%.

Moody's last rating action on MWV was on May 15, 2008 when Moody's
downgraded MWV's senior unsecured debt ratings to Ba1 from Baa3,
concluding a review for possible downgrade initiated on April 8,
2008.

Headquartered in Richmond, Virginia, MWV is a global packaging
company that delivers products to companies in the food and
beverage, media and entertainment, personal care, home and garden,
cosmetic and healthcare industries. The company also operates a
consumer and office products business, a specialty chemicals
business and a land management business. Operations are located in
more than 30 countries.


MERITAGE HOMES: Lenders Reduce Borrowing Capacity by $300 Million
-----------------------------------------------------------------
Meritage Homes Corp. entered into a Fourth Amendment to its First
Amended and Restated Credit Agreement with Guaranty Bank, as
administrative agent and swing line lender, and various other
financial institutions.  The Fourth Amendment decreased the
borrowing capacity to $500 million from $800 million and increased
the applicable interest rate by up to 100 basis points and the
unused commitment fee by 10 basis points, depending on the
company's leverage ratio.

In addition, the Fourth Amendment:

   -- eliminated the individual quarterly interest coverage test.

   -- modified the interest coverage ratio:

      The company shall not permit the interest coverage ratio to
      be less than:

      * 0.50 to 1.00 at the end of any fiscal quarter during the
        period from and including June 30, 2008 through and
        including June 30, 2009,

      * 1.00 to 1.00 at the end of fiscal quarters Sept. 30, 2009
        and Dec. 31, 2009;

      * 1.25 to 1.00 at the end of fiscal quarter March 31, 2010;

      * 1.50 to 1.00 at the end of fiscal quarter June 30, 2010;

      * 1.75 to 1.00 at the end of fiscal quarter September 30,
        2010; or

      * 2.00 to 1.00 at the end of any fiscal quarter therafter.

   -- modified the covenant requirements to allow for alternative
      compliance with any of the interest coverage ratio, the
      "Adjusted Cash Flow Ratio" or a minimum liquidity
      requirement.

   -- lowered the minimum tangible net worth requirement base to
      $500 million and modified the covenant to allow for
      exclusion of the cumulative amount of any deferred tax
      valuation allowance (not to exceed $150 million) from the
      calculation of tangible net worth.

   -- amended the definition of the leverage ratio to reduce the
      indebtedness component for unrestricted cash in excess of
      $25 million (up to a maximum of $300 million).

   -- modified the leverage ratio requirement:

      The company shall not permit the leverage ratio to be
      greater than:

      * 2.15 to 1.00, if the interest coverage ratio is greater
        than or equal to 2.00 to 1.00;

      * 1.75 to 1.00, if the interest coverage ratio is less than    
        2.00 to 1.00, but greater than or equal to 1.00 to 1.00;
        or

      * 1.50 to 1.00, if the interest coverage ratio is less than
        1.00 to 1.00.

   -- reduced the borrowing base advance rates by 5% to 15% for
      the various components and reduced the maximum amounts of
      certain types of real estate inventory that may be owned at
      any given time.

   -- added a commitment reduction provision that requires the
      facility size to be reduced dollar for dollar by the amount
      that shareholders' equity falls below $500 million (subject
      to a maximum commitment reduction of $100 million).

Consenting lenders party to the Fourth Amendment received a fee in
connection therewith.

A copy of the Fourth Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?302c

                       About Meritage Homes

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily     
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.  
Meritage Homes is the 12th largest homebuilder in 2006, Builder
Magazine says.  It is the only publicly held home builder based in
Arizona.  Meritage had 10,487 U.S. home closings generating
$3,461,000 in revenues, according to data compiled by Builder.

Meritage Homes has reported four consecutive quarterly net losses
beginning in the second quarter ended June 30, 2007.  At March 31,
2008, the company's consolidated balance sheet showed $1.6 billion
in total assets, $894.8 million in total liabilities, and $686.8
million in total stockholders' equity.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 16, 2008,
Fitch Ratings has downgraded Meritage Homes Corporation's Issuer
Default Rating and other outstanding debt ratings as: IDR to 'B+'
from 'BB-'; and Senior subordinated debt to 'B-/RR6' from 'B'.  
Fitch has also affirmed Meritage Homes' senior unsecured debt at
'BB-' and assigned a Recovery Rating of 'RR3'.  The Rating Outlook
remains Negative.


MERVYNS LLC: Files for Chapter 11 Bankr. Protection in Delaware
---------------------------------------------------------------
Mervyns LLC and certain of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
before the U.S. Bankruptcy Court for the District of Delaware to
restructure the company's debt and re-align its business
operations.  

Mervyn's LLC, which operates the Mervyns business, together with
Mervyn's Holdings LLC, parent of Mervyn's LLC, and Mervyn's Brands
LLC, subsidiary of Mervyn's LLC, filed for bankruptcy.  The main
case has been assigned case number 08-11586.

The company intends to work with its constituencies to execute its
reorganization through Chapter 11.  Mervyns stores will remain
open and business will continue as the company moves through the
bankruptcy process.

The Wall Street Journal reported that Mervyns LLC was the latest
victim of the challenged retail environment.

In a press statement, John Goodman, chief executive officer of
Mervyns, said: "Mervyns needs to reorganize its finances and
operations due to the state of the economy and difficult operating
environment for our industry.  After careful consideration of
available alternatives, the company's management board determined
that a Chapter 11 filing was a necessary and prudent step that
allows us to operate our business without interruption as we seek
to restructure our debt and other obligations in a controlled,
court-supervised environment.  We are committed to serving our
customers and maintaining regular operations as we undertake this
reorganization."

Mervyn's joins a group of retailers that have gone under recently:

   1. Steve & Barry's LLC;
   2. Linen "n Things Inc;
   3. Lillian Vernon Corp.; and
   4. Sharper Image Corp.

According to the Journal, Mervyns's filing was expected, as a
growing number of vendors were delaying shipments to the company's
stores and key lenders that provide finance and credit to apparel
makers stopped approving orders in recent weeks.

In conjunction with the filing, the company has received a
commitment for a $465 million debtor-in-possession facility from a
lender group led by Wachovia Capital Finance Corporation as agent.
Upon Bankruptcy Court approval, the financing, combined with
operating cash flow, will be used to fund the company's ongoing
operations.

Mervyns will seek the Bankruptcy Court's approval for additional
authorizations, including permission to continue paying employee
wages and salaries and to provide employee benefits without
interruption, among others.  During the Chapter 11 process,
vendors must expect to be paid for post-petition purchases of
goods and services in the ordinary course of business.  The
company has also asked for Bankruptcy Court permission to continue
to honor its current customer policies regarding merchandise
returns and outstanding gift cards and customer loyalty programs,
so that the Chapter 11 process will not impact the company's
customers.

"The decisive action we are taking provides the company with the
most effective means to restructure our operations, strengthen our
balance sheet and position Mervyns to compete more effectively,"
Mr. Goodman continued.  "I want to thank our customers and vendors
for their continued support during this process.  We are pleased
that, as we seek to restructure, we can continue to satisfy our
customers' expectations by offering style, quality and excellent
service - all at great prices.  In addition, we are grateful to
all of our associates for their hard work, loyalty and dedication.
Our management team is committed to making this financial
restructuring successful and leading Mervyns toward a bright
future."

                        About Mervyns LLC

Mervyns LLC -- http://www.mervyns.com/-- operates more than 177    
stores in seven states, providing a mix of top national brands and
exclusive private labels.  Mervyns stores have an average of
80,000 retail square feet, smaller than most other mid-tier
retailers and easier to shop, and are located primarily in
regional malls, community shopping centers, and freestanding
sites.

Cerberus Capital Management and Sun Capital Partners, along with
three other partners -- including real-estate investor Lubert-
Adler -- bought Mervyn's from Target Corp. in 2004 for
$1,200,000,000.  Cerberus, et al., put up about $400,000,000 in
equity and financed the rest.

Kurtzman Carson Consultants LLC is the information agent of the
Debtor.


METROMEDIA COMPANY: Affiliates File Chapter 7 Liquidation
---------------------------------------------------------
Affiliates of Metromedia Restaurant Group filed on Tuesday,
July 29, 2008, for chapter 7 liquidation with the U.S. Bankruptcy
Court for the Eastern District of Texas, various reports say.

According to Orlando Business Journal, the bankruptcy petition did
not mention Metromedia Restaurant Group as debtor, but listed
Steak and Ale of Florida Inc., S&A Restaurant Corp., and S&A
Properties Corp. as among the Debtors.

Metromedia Group spokesperson, Leah Templeton, stated that
Ponderosa and Bonanza restaurants operating under Metromedia
Steakhouses Co. LP are not affected by the filing, Business
Journal relates.

Bennigan's Franchising Co., which owns the Bennigan's and Steak &
Ale trademarks and franchise agreements in the domestic and
international arena, disclosed that it wasn't part of the
bankruptcy filing, Reuters writes.  Bennigan's Franchising added
that its 138 Bennigan's branches "remain open and fully
operational," Reuters notes.

The Plano (Texas) Courier Star discloses that some 38 affiliates
were named as co-debtors in the filing, but not the franchisees.

However, about 200 Bennigan's and Steak & Ale stores were shut
down affecting at least 9,200 workers, The Wall Street Journal
relates.

Based on Bloomberg News, the Debtors disclosed assets of
$778.9 million and debts of $324.2 million.

                  Default and Likely Bankruptcy

The Troubled Company Reporter said on June 5, 2008, that
billionaire John Werner Kluge, who owns Metromedia Restaurant
Group and Metromedia Company, was in negotiations with major
lender, GE Capital Solutions, to prevent a bankruptcy filing.  GE
Capital Solutions is a unit of GE Commercial Finance.  Early this
year, Metromedia Company failed to meet some of its obligations
under a loan deal with GE.  As a result, GE declared Metromedia in
default and demanded immediate payment of the debt.

The TCR reported last month that Metromedia, though hopeful to
"find a last-minute workout plan," has been mulling a bankruptcy
filing.  Months earlier, the company engaged Jeff Reisner, Esq.,
as its bankruptcy counsel.

                        About Metromedia

John Werner Kluge is a German-American entrepreneur and a
billionaire.  He is best known as a television industry mogul in
the United States.  Mr. Kluge's major move into media was by
purchasing stock in the Metropolitan Broadcasting Company in the
mid-1950s.  Mr. Kluge is chairman, CEO and president of holding
company, Metromedia.

East Rutherford, New Jersey-based Metromedia Restaurant Group --
http://www.metromediarestaurants.com/-- is part of Metromedia   
Company -- a multi-concept, table-service restaurant group.  -- is
a multi-concept table-service restaurant group, with more than 800
Bennigan's(R), Bennigan's SPORT(TM), Steak and Ale(R), Ponderosa
Steakhouse(R) and Bonanza(TM) Steakhouse restaurants in the U.S.
and abroad.  Its restaurants, representing four of the most well-
known brands in the restaurant industry, serve more than 160
million guests a year.  The company operates nearly 1,000
restaurants in the United States and abroad, which are comprised
of Bennigan's, Steak and Ale, Ponderosa Steakhouse and Bonanza
Steakhouse.  Bennigan's restaurants are based on the taverns of
Ireland and were founded in 1976.  Steak and Ale restaurants are
inspired by old-fashioned English country inns and were founded in
1966.  Ponderosa Steakhouse and Bonanza Steakhouse operate
together as one large restaurant concept.  The company franchises
its Bennigan's, Ponderosa Steakhouse and Bonanza Steakhouse
restaurants.


MOSAIC CO: Moody's Ups Senior Unsecured Ratings to Baa3 from Ba1
----------------------------------------------------------------
Moody's upgraded The Mosaic Company's senior unsecured rating to
Baa3 from Ba1. The decision to raise the rating reflects both
management's ability to realize its often stated public goal of
materially reducing debt along with the enhanced strength of
Mosaic's cash flow caused by extremely robust pricing conditions
in Mosaic's fertilizer markets. Management's ability, and
willingness, to reduce debt such that the company attains
sustainable investment grade credit metrics is a key factor in the
upgrade. Indeed, as the fertilizer industry approaches peak
cyclical conditions in terms of pricing, Mosaic's current credit
metrics have, and will likely for the intermediate term, exceed
levels that support a Baa investment grade rating. Mosaic's CFR
and LGD assessments are withdrawn. This concludes the review of
Mosaic that was initiated on June 27, 2008. The outlook for the
ratings is positive.

Moody's review of Mosaic focused on the sustainability of improved
margins and debt protection measures as well as the likely
permanence of the capital structure expected to be maintained in
what will continue to be a cyclical business. In addition, the
review also considered both the ongoing material weakness in
reporting, (which Moody's expects to be positively resolved in the
near term), and the secured nature of its bank credit facility,
which can act as limiting factors in assessing the level of an
investment grade rating. An additional consideration in the
upgrade was the company's intent to amend, restate or replace its
secured bank facility with an unsecured credit facility over the
next nine months.

Since its formation Mosaic's management has indicated many times
in public forums, including its most recent annual report, its
goal of reducing debt and moving toward investment grade status.
Concrete steps toward this goal were made over the last 24 months.
>From May 1, 2007 to December 31, 2007, Mosaic repaid approximately
$1.0 billion in long-term debt, which included $776.0 million of
repayment of long-term debt during the fiscal year ending May 31,
2008. At the end of February 2008 balance sheet debt totaled $1.6
billion down from $2.4 billion at the end of May 2007. Mosaic's
robust cash flows generated from its ongoing business enabled them
to follow through on its verbal pledges to not only pay down their
long-term debt but also add to cash balances which total $1.1
billion at the end of February 2008. Moody's views these payments
of long-term debt to have completed Mosaic's plan to reduce
outstanding borrowings, strengthen its balance sheet, and continue
on a path to improving credit metrics to levels that strongly
support consideration of investment grade credit ratings.

The positive outlook reflects Moody's belief that management will
stay committed to their goal of having credit metrics solidly in
the investment grade category on a sustainable basis, similar to
its key investment grade competitors. Moody's also expects that
Mosaic will continue to benefit from the healthy operating
environment and robust pricing for fertilizer products and that
this will serve to improve Mosaic's operating margins and cash
flow metrics. These conclusions are founded on the currently high
crop prices, which encourage spending on crop nutrients,
especially in light of global expansion and associated grain
demand for food needs.

In the event that Mosaic continues to hold credit metrics at
investment grade levels on a sustainable basis Moody's would
consider revising the rating or outlook. Prior to a positive move
of one notch, we would also look for the crop nutrient market
dynamics to remain healthy, for the remaining material control
weakness to be resolved, and would expect that the need to provide
security on its credit facilities be eliminated.

Rating actions:

..Issuer: The Mosaic Company

....Corporate Family Rating, Ba1 rating withdrawn

....Probability of Default Rating, Ba1 rating withdrawn

....Senior Secured Guaranteed Bank Credit Facility, Baa2 --
affirmed

....Senior Unsecured Guaranteed Regular Bond/Debenture, Upgraded
to Baa3 from Ba1

..Issuer: Mosaic Global Holdings Inc.

....Senior Unsecured Guaranteed Regular Bond/Debenture, Upgraded
to Baa3 from Ba1

....Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from
Ba2

The Mosaic Company, headquartered in Plymouth, Minnesota, is a
leading global producer of phosphate and potash fertilizers and
animal feed ingredients. Mosaic generated annual revenues of about
$8.0 billion for the LTM period ending February 29, 2008.


MPI CENTER: Case Summary and Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MPI Center, LLC
        1317 Ridgewood Drive
        Starkville, MS 39759

Bankruptcy Case No.: 08-12910

Related Information: Michael R. Smith, managing member, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: July 25, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  (cmgeno@harrisgeno.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

List of Largest Unsecured Creditors:

   Creditor                       Claim Amount
   --------                       ------------
   Carl F. Allen                       $20,000

   Property Tax Associates              11,447


MRS. FIELDS: Board Names J. Lauck and M. Ward as Interim Co-CEOs
----------------------------------------------------------------
The Board of Directors of Mrs. Fields Famous Brands, LLC,
appointed John Lauck, 52, and Michael R. Ward, 50, as interim co-
Chief Executive Officers to fill the role vacated by Stephen
Russo, MFFB's former Chief Executive Officer.

In his new role, Mr. Lauck will be primarily responsible for the
day-to-day operations of the TCBY organization and the Mrs. Fields
organization (other than those for which Mr. Ward has already had
responsibility) and Mr. Lauck will continue to serve as the
President of the Mrs. Fields organization.

In his new role, Mr. Ward will take on the added duties of
overseeing financial and accounting matters as well as MFFB's
previously announced restructuring and he will continue to serve
as Executive Vice President, Chief Legal Officer and Secretary of
MFFB and retain responsibility for areas over which he already had
responsibility.  Mr. Lauck and Mr. Ward have not entered into
additional arrangements with MFFB, nor will they receive any
additional compensation, in conjunction with their new roles.

Mr. Lauck has been President of the Mrs. Fields Division of MFFB
since January 2007.  From February 2006 to January 2007, he was
Chief Marketing Officer of MFFB and served as Executive Vice
President of Marketing of MFFB from April 2004 to January 2007.  
>From September 2001 to April 2004, Mr. Lauck served as President
and Chief Marketing Officer for Arby's Franchise Association.  
Prior to joining Arby's, Mr. Lauck was on a one-year sabbatical.  
>From February 2000 to July 2001 Mr. Lauck was Senior Vice
President and Chief Marketing Officer for Groceryworks.com, a home
grocery delivery start-up.  Between November 1998 and January 2000
Mr. Lauck was the Senior Vice President and Chief Marketing
Officer for Footaction and from November 1997 to November 1998 was
the Vice President of Corporate Development for Blockbuster Video.  
Prior to Blockbuster, Mr. Lauck served in various marketing
positions at Pizza Hut and General Mills.

Mr. Ward has been Chief Legal Officer of MFFB since February 2006
and Executive Vice President, General Counsel and Secretary of
MFFB and its parent companies, Mrs. Fields Original Cookies, Inc.,
Mrs. Fields Holding Company, Inc. and Mrs. Fields Companies, Inc.
since June 2004.  Since December 2004, Mr. Ward has been a
Director of MFOC.  From March 2004 to June 2004, Mr. Ward was
Senior Vice President, General Counsel and Secretary of MFFB.  Mr.
Ward was Senior Vice President, General Counsel and Secretary of
MFOC from June 2000 to June 2004 and of MFC from its inception in
September 2001 to June 2004.  Mr. Ward was Vice President of
Administration and the Legal Department of MFOC from September
1996 to May 2000 and Secretary of MFOC since April 1999.  Between
1991 and 1996, Mr. Ward's responsibilities were overseeing the
Legal Department and Human Resources Department for Mrs. Fields,
Inc., a predecessor to MFOC.  Mr. Ward currently serves as a
member of the Board of Directors of Prime Alliance Bank.  Mr. Ward
is admitted to practice law in the State of Utah.

                 About Mrs. Fields Famous Brands

Mrs. Fields Famous Brands LLC -- http://www.mrsfields.com/--     
is a well established franchisor in the premium snack food
industry, featuring Mrs. Fields(R) and TCBY(R) as the company's
core brands.  As of March 29, 2008, the company's franchise
systems operated through a network of 1,278 retail concept
locations throughout the United States and in 21 foreign
countries.

As reported in the Troubled Company Reporter on May 20, 2008,
Mrs. Fields Famous Brands LLC's consolidated balance sheet at
March 29, 2008, showed $147.2 million in total assets and
$247.2 million in total liabilities, resulting in a $100.0 million
member's deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
KPMG LLP, in Salt Lake City, expressed substantial doubt about  
Mrs. Fields Famous Brands LLC's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.  The auditing firm
pointed to the company's recurring net losses, negative cash flows
from, and net member's deficit at Dec. 29, 2007.


NEW CENTURY ENERGY: Files for Chapter 11 Bankruptcy in Texas
------------------------------------------------------------
New Century Energy Corp., and two of its affiliates, Gulf Coast
Oil Corporation and Century Resources, Inc., filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code, in the
U.S. Bankruptcy Court for the Southern District of Texas, in order
to facilitate their financial restructuring.

No receiver, fiscal agent or similar officer has been appointed
for the Company.

On July 21, 2008, LV Administrative Services, Inc., administrative
and collateral agent for Laurus Master Fund, Ltd., notify the
company of its acceleration of the amounts due to Laurus under:

   a) a $15,000,000 secured convertible term note entered into
      on June 30, 2005, which had an outstanding balance of
      $12,000,000 excluding any accrued and unpaid interest as of
      March 31, 2008, as amended; and

   b) a $9,500,000 secured term note entered into on Sept. 19,
      2005, which had a balance of at least $6,351,391 as of March
      31, 2008, as amended.

The notes matured on June 30, 2008, and have not been paid at
present.

According to the company's regulatory filing with the Securities
and Exchange Commission, the acceleration notice also notified the
company of Laurus's acceleration of and request for immediate
payment of the entire amount of funds the company owe to Laurus,
including any and all accrued and unpaid interest, default
interest and default payments due on such amount.

Laurus had previously provided the company a payment default
notice and short-term forbearance agreement dated July 7, 2008,
wherein Laurus had agreed to forebear from enforcing its rights
under the outstanding liabilities we owe to Laurus under the
convertible note, term note and other outstanding notes the
company have with Laurus until July 18, 2008, as the company sough
other alternative financing to repay Laurus; however, the company
was not able to raise any additional funding to restructure the
its obligations and the forbearance period expired after July 18,
2008.

The company is presently in talks with Laurus regarding the
further extension of the payment of the Laurus debt and a
potential reorganization of the company's assets and debts, which
may or may not include the company filing for bankruptcy
protection, Laurus foreclosing on the assets, which Laurus alleges
it can do without further notice to the company, executing a deed
in lieu of foreclosure, or entering into a Texas non-judicial
foreclosure.

The Laurus debts, evidenced by five separate notes totaling
$68,000,000, which amount does not include any default interest
and default payments due in connection with such Laurus Debt,
which default payments may total an additional 30% of the amount
owed to Laurus.  The company do not have sufficient funds to repay
the Laurus Debts and any default payments.  To date, the talks
with Laurus regarding the extension of the payment of the debt
have not been successful and although discussions with Laurus are
ongoing, there can be no assurance that a favorable outcome for
the company will be reached.

If it is unable to stay the payment of the Laurus Debt and prevent
Laurus from foreclosing on its assets, the company could be
compelled to abandon its current business activities, sell a
substantial portion of its assets to Laurus.  As a result, the
company's common stock would become devalued, current shareholders
may be substantially diluted and cease to be a public filer, cease
to have a market for its securities, and any of its securities
could become worthless.

As reported in the Troubled Company Reporter on May 30, 2008, the
company's consolidated balance sheet at March 31, 2008, showed
$51,901,717 in total assets and $75,326,678 in total liabilities,
resulting in a $23,424,961 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $10,339,496 in total current assets
available to pay $32,379,636 in total current liabilities.

The company reported a net loss of $562,701, on total revenues of
$5,954,762, for the first quarter ended March 31, 2008, compared
with a net loss of $2,156,065, on total revenues of $2,976,617, in
the same period last year.

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

                     Going Concern Disclaimer

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the company'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 operating losses, accumulated deficit and
working capital deficit at Dec. 31, 2007.

On July 22, 2008, the company employed Malone & Bailey, PC, as
accountant, replacing PMB Helin.  The company has not been audited
for three months ended March 31, 2008 and 2007.

                     About New Century Energy

Headquartered in Houston, Texas, New Century Energy Corp.
(OTCBB:NCEY) -- http://www.newcenturyenergy.com/-- is an  
independent oil and gas exploration and production company.  The
company operates primarily in Matagorda, McMullen, Goliad and
Wharton Counties in Texas.


NORMAN MONROE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Norman Monroe Whittington, Sr.
        3999 Whispering Meadow Drive
        Randallstown, MD 21133

Bankruptcy Case No.: 08-19582

Chapter 11 Petition Date: July 25, 2008

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtors' Counsel: Marc Robert Kivitz, Esq.
                   (mkivitz@aol.com)
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $2,269,450

Total Debts:  $1,239,689

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mdb08-19582.pdf


NORTHERN BAY: Sec. 341(a) Meeting Set for July 31
-------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
Northern Bay, LLC's creditors at 9:00 a.m., on July 31, 2008, at
the U.S. Trustee's Office, 780 Regent Street, Suite 307, Madison,
Wis.  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 officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Arkdale, Wisconsin, Northern Bay, LLC --
http://www.northernbayresort.com/-- owns and operates a golf  
course and lakewide condominiums.  The company filed for Chapter
11 bankruptcy protection on June 30, 2008 (W.D. Wis. Case No. 08-
13400).  Denis P. Bartell, Esq. represents the Debtor as counsel.  
When the company filed for protection from its creditors, it
listed estimated assets of between $50 million and $100 million
and estimated debts of between $10 million and $50 million.


ONE COMMUNICATIONS: S&P Cuts Rating to B- from B on Credit Cushion
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Waltham, Massachusetts-based competitive local exchange
carrier One Communications Corp. to 'B-' from 'B'.
     
"The downgrade reflects limited covenant cushion under the
company's bank credit facility, particularly the total leverage
covenant," said Standard & Poor's credit analyst Allyn Arden.  The
total leverage covenant steps down to 3.25x at the end of the
third quarter of 2008.  "Establishing adequate protection under
the covenants may be challenging given current performance," said
Mr. Arden, "and the company will likely need to utilize its cash
balance to pay down debt to maintain compliance."  The outlook is
developing, meaning that we could raise or lower the ratings.
Total debt outstanding as of March 31, 2008, was approximately
$580 million.

At the same time, Standard & Poor's lowered its issue-level
ratings on One Communications' senior secured term loan and
revolver to 'CCC+' from 'B-'.  The recovery rating remains
unchanged at '5', indicating expectations for modest (10% to
30%) recovery in the event of payment default.


ORIGIN AGRITECH: Inks Notes Repurchase Deal with Citadel Equity
---------------------------------------------------------------
Origin Agritech Limited entered into a Notes Repurchase Agreement
with Citadel Equity Fund Ltd. providing for the repurchase by the
company from Citadel of a portion of the company's outstanding
1% Guaranteed Senior Secured Convertible Notes due 2012.

The company issued the Notes to Citadel in an aggregate principal
amount of $40 million.  Pursuant to the agreement, the company
will repurchase from Citadel the Notes in an aggregate principal
amount of $18.7 million for a total repurchase price of
$20.0 million payable in cash.  The Note repurchase will be
completed in two tranches.  The company expects to purchase
$14.0 million of the Notes on July 28, 2008, and $4.7 million of
the Notes by the end of 2008.  Upon the completion of the
repurchases, the repurchased Notes will be cancelled.  The company
intends to finance the repurchase of the Notes from its cash
resources.  As a result of lower interest expense, the company
expects the repurchase to be accretive to net earnings by
approximately $0.01 per diluted share in fiscal 2008 and $0.06 per
diluted share in fiscal 2009, on a U.S. GAAP basis.

In connection with the Notes repurchase, Citadel has agreed to
waive past noncompliance by the company through June 30, 2008,
under certain financial covenants, and to amend a covenant,
contained in the indenture for the Notes.  Citadel has not agreed
to waive any future defaults under the Note indenture.

This Note repurchase provides the company with the opportunity to
increase equity shareholder value while continuing to streamline
its operations and fund its GMO development through internally
generated resources.

A full-text copy of the Notes Repurchase agreement is available
for free at http://ResearchArchives.com/t/s?3021

                   About Origin Agritech Limited

Headquartered in Beijing, China, Origin Agritech Limited --
http://www.originagritech.com/-- is an agricultural technology  
company specializing in agri-biotech research, development and
production to supply the growing populations of China.  Founded in
1997, Origin develops, grows, processes, and markets crop seeds to
farmers throughout China and parts of Southeast Asia via a network
of approximately 3,800 first-level distributors and 65,000 second-
level distributors and retailers.  


PALM TERRACES: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Palm Terraces Development Partners I, LTD
                1928 Thatch Palm Drive
                Boca Raton, FL 33432

Case Number: 08-20343

Involuntary Petition Date: July 25, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G Hyman, Jr.

Petitioner's Counsel: Jeffrey N. Schatzman, Esq.
                      (notices@schatzmanlaw.com)
                      Schatzman & Schatzman, P.A.
                      9990 SW 77 Avenue, Phase 2
                      Miami, FL 33156
                      Tel: (305) 670-6000
                      Fax : 305-274-0220
         
   Petitioner                Nature of Claim      Claim Amount
   ----------                ---------------      ------------
   Epic Interiors, Inc.       work performed           $17,077
   c/o Jeffrey Schatzman
   9990 SW 77 Ave PH-2
   Miami, FL 33156


PEREGRINE PHARMA: Receives Nasdaq Bid Price Non-Compliance Notice
-----------------------------------------------------------------
Peregrine Pharmaceuticals Inc. received a Staff Determination
letter from the Nasdaq Stock Market, indicating that the company
is not in compliance with the $1.00 minimum bid price requirement
for continued listing set forth in NASDAQ Marketplace Rule
4310(c)(4).  As a result, the company's common stock would be
subject to delisting from the NASDAQ Capital Market unless
Peregrine requests a hearing before the NASDAQ Listing
Qualifications Panel.  Peregrine intends to request a hearing
before the Panel, which will stay the delisting of the company's
securities pending the Panel's decision.  Rule 4805(a) provides
that all hearings shall be scheduled, to the extent practicable,
within 45 days of the date that the request for hearing is filed.
At the hearing, Peregrine intends to request continued listing on
the NASDAQ Capital Market based upon its plan for regaining
compliance with the minimum bid price requirement.  

Pursuant to NASDAQ Marketplace Rule 4802(b), the Panel has the
authority to grant Peregrine up to an additional 180 days or until
Jan. 19, 2009, to implement its plan of compliance, which could
include a reverse stock split if the price has not exceeded
$1.00 per share for 10 consecutive business days by that time.
The NASDAQ Staff Determination letter states that historically,
Panels have generally viewed a reverse stock split implemented
within 30 to 60 days as the only definitive plan acceptable to
resolve a bid price deficiency, but that recently the authority of
Panels to grant additional time to companies was modified so that
a Panel could allow up to 180 calendar days from the date of the
Staff Determination letter, if the Panel deems it appropriate.  
The letter notes that the company may wish to consider presenting
a plan that includes a discussion of the events that it believes
will enable it to regain compliance in this time frame and a
commitment to effect a reverse stock split, if necessary.  

However, there can be no assurance that the Panel will grant
Peregrine's request for continued listing on the NASDAQ Capital
Market.

On July 25, 2007, Peregrine received a letter from NASDAQ advising
that the bid price of the company's common stock had closed below
the minimum $1.00 per share requirement for continued inclusion on
the NASDAQ Capital Market as set forth in NASDAQ Marketplace Rule
4310(c)(4) for the previous 30 consecutive business days.  In
accordance with NASDAQ Marketplace Rule 4310(c)(4), the company
was provided 180 calendar days and granted an additional 180-day-
extension period, or until July 21, 2008, to regain compliance
with the minimum bid price requirement.

                  About Peregrine Pharmaceuticals

Headquartered in Tustin, California, Peregrine Pharmaceuticals
Inc. (NASDAQ:PPHM) -- http://www.peregrineinc.com/-- is a  
clinical-stage biopharmaceutical company developing monoclonal
antibodies for the treatment of cancer and hepatitis C virus  
infection.  The company is advancing three separate clinical
programs with its compounds bavituximab and Cotara that employ its
two platform technologies: Anti-Phosphatidylserine therapeutics
and Tumor Necrosis Therapy.


PRIMEDIA INC: Sells Website, Auto Guide Publications
----------------------------------------------------
PRIMEDIA Inc. sold its South Florida and Wisconsin Auto Guide
publications as well as the website http://www.autoguide.comto  
Target Media Partners, a leading independent print and online
publisher of classified and used vehicle photo advertising.

In addition, the company closed its Atlanta Auto Guide.  The
company had previously announced its intention to exit the Auto
Guide business by the end of the second quarter of 2008.

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.      
operation, is an integrated media business that provides
advertising supported print and online consumer guides for the
apartment and new home industries.  Consumer Source publishes and
distributes more than 38 million guides -- such as Apartment Guide
and New Home Guide -- to approximately 60,000 U.S. locations each
year through its proprietary distribution network, DistribuTech.

The company also distributes category-specific content on its
leading websites, including ApartmentGuide.com, NewHomeGuide.com
and Rentals.com, a comprehensive single unit real estate rental
site.

At March 31, 2008, the company's consolidated balance sheet showed
$251.3 million in total assets and $388.1 million in total
liabilities, resulting in a $136.8 million total stockholders'
deficit.


PRINTERS ROW: Section 341(a) Meeting Set for August 26
------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
Printers Row, LLC's creditors at 1:30 p.m., on Aug. 26, 2008, at
219 South Dearborn, Room 802, Chicago, Ill.  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 officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Chicago, Illinois, Printers Row LLC owns and
operates Hotel Blake.  The company filed for Chapter 11 protection
on July 3, 2008 (Bankr. N.D. Ill. Case No. 08-17301).  Morgan M.
Smith, Esq., at Schwartz Cooper Chartered, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection against it creditors, it listed assets and debts
between $50 million to $100 million.


PROGRESSIVE MOLDED: Creditors' Committee Taps Arent Fox as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for Progressive
Molded Products Inc. and its debtor-affiliates seeks the U.S.
Bankruptcy Court for the District of Delaware's authority to
retain Arent Fox LLP as counsel, nunc pro tunc to July 7, 2008.

As the Committee's counsel, Arent Fox will, among other things:

   (a) assist, advise and represent the Committee in its
       consultation with the Debtors relative to the
       administration of their Chapter 11 cases;

   (b) assist, advise and represent the Committee in analyzing
       the Debtors' assets and liabilities, investigate the
       extent and validity of liens and participate in and
       review any proposed asset sales or dispositions;

   (c) attend meetings and negotiate with the representatives of
       the Debtors;

   (d) assist the Committee in the review, analysis and
       negotiation of any plan of reorganization and any
       negotiation of the disclosure statement;

   (e) assist the Committee in the review, analysis, and
       negotiation of any financing or funding agreements;

   (f) take all necessary action to protect and preserve the
       interests of the Committee, including, without limitation,
       the prosecution of actions on its behalf, negotiations
       concerning all litigation in which the Debtors are
       involved, and review and analysis of all claims filed
       against the Debtors' estate;

   (g) prepare on behalf of the Committee all necessary motions,
       applications, answers, orders, reports and papers in
       support of positions taken by the Committee; and

   (h) perform all other necessary legal services in these
       cases.

Arent Fox will be compensated in accordance with the firm's
customary rates:

           Professional              Rate/Hour
           ------------              ---------
           Partners                  $455-$790
           Of Counsel                $455-$750
           Associates                $290-$515
           Paraprofessionals         $145-$260

Arent Fox intends to apply for allowance of compensation and
reimbursement of expenses in accordance with the applicable
provisions of the Bankruptcy Code.  

Andrew I. Silfen, partner and chair of Financial Restructuring
Group at Arent Fox LLP, assured the Court that his firm is a
disinterested party as the term is defined in Section 101(14) of
the Bankruptcy Code, and have no interest adverse to the
Committee, the Debtors and their creditors.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: US Debtors Consents to Liquidation Proposal
---------------------------------------------------------------
Progressive Molded Products, Inc., and Progressive Marketing,
Inc. consent to the U.S. Trustee for Region 3's request for
conversion of their bankruptcy cases to liquidation proceedings
under Chapter 7 of the Bankruptcy Code.  However, two Debtors who
primarily perform business in Canada -- THL-PMPL Holding Corp.,
and Progressive Moulded Products Limited -- oppose the conversion,
and instead propose the dismissal of their Chapter 11 cases for
"cause".

Due to the decision of their primary customers -- General Motors
Corp., Ford Motor Company and Chrysler LLC -- to move their
businesses to other suppliers, the Debtors have pursued an orderly
wind-down of their operations.

The Debtors aver that an efficient wind-down of their estates is
necessary in order to minimize administrative expenses associated
with the liquidation process.  They, however, assert that a
liquidation of the U.S. Debtors' estates with the oversight of a
Chapter 7 trustee, and a liquidation of the Canadian Debtors'
estate supervised only by the Canadian Court will decrease their
estates' administrative expenses.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, avers that the dismissal of the Canadian
Debtors' Chapter 11 cases will put an end to the costly and
unnecessary flurry of blunderbuss, expedited discovery efforts
and litigation tactics recently launched by the Official Committee
of Unsecured Creditors.

On July 21, 2008, the Debtors' counsel received an extensive
request for expedited discovery from the Committee.  The Debtors,
however, assert that under the circumstances, it is not in the
best interests of their estates and creditors to accede to the
request for broad-ranging, expedited discovery because, among
other things, any investigation is left best to (i) the Chapter 7
trustee who will be appointed to oversee the U.S. Debtors' cases
before the U.S. Bankruptcy Court for the District of Delaware,
and (ii) the Monitor, which has and will continue to supervise
all four of the Debtors in proceedings before the Ontario
Superior Court of Justice (Commercial List) under the Companies'
Creditors Arrangement Act.

Ms. Morgan asserts that the dismissal of the Canadian Debtors'
Chapter 11 cases will significantly reduce the administrative
expenses to be incurred during the wind-down of their operations
due to the elimination of costs of the U.S. professionals' fees,
including those of the U.S. counsel to the Canadian Debtors and
the Committee, along with the Committee's financial advisor.  In
addition, dismissal of the Canadian Debtors' Chapter 11 cases
will put an end to the Committee's litigation tactics as the
investigation of the Debtors would be conducted by a Chapter 7
trustee, along with the Monitor in the CCAA Proceeding, Ms.
Morgan contends.

Ms. Morgan adds that in a dismissal, the Canadian Debtors will no
longer incur significant procedural administrative expenses, like
costs related to service and noticing that arise in connection
with the requirement to seek identical relief in both the
Canadian Court and the Bankruptcy Court.  The Canadian Debtors,
she notes, will only incur the administrative expenses required
under the CCAA to liquidate their estates.

Ms. Morgan says that the dismissal of the Canadian Debtors'
Chapter 11 cases will aid judicial efficiency.  She contends the
Canadian Court is the appropriate forum for the Canadian Debtors
given that their assets and operations are primarily in Canada.
Among other examples, 10 of the 12 plants operated by the Debtors
are run by PMPL in Canada, and 82% of the Debtors' sales revenues
were generated from parts produced by PMPL in Canada.

Moreover, Ms. Morgan notes that (i) the process of liquidation
under the CCAA is substantially identical to a liquidation under
the Bankruptcy Code, and (ii) no unusual circumstances exist that
militate against the dismissal of the Canadian Debtors' Chapter
11 cases.

The U.S. Debtors believe that conversion of their Chapter 11
cases will preserve the rights that interested parties may assert
with respect to their estates.  While the Debtors believe that
majority of the issues arising in the liquidation will likely
involve only the Canadian Debtors, they accede that certain
discrete matters will affect the U.S. Debtors.  Thus, the
continuing jurisdiction of the Bankruptcy Court over the U.S.
Debtors in Chapter 7, together with the oversight of a Chapter 7
trustee, will facilitate an efficient wind-down of their estates,
Ms. Morgan asserts.

The Debtors' Cross-Motion will be heard on July 30, 2008, the
objections were due July 28.  The Bankruptcy Court approved a
hearing on shortened notice for the Debtors' request.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. -- designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.  

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


PROGRESSIVE MOLDED: Wants Filing of Schedules Extended to Sept. 5
-----------------------------------------------------------------
Progressive Molded Products Inc. its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
deadline to file their Schedules of Assets and Liabilities and
Statements of Financial Affairs until September 5, 2008, pursuant
to Rule 1007(a)(4) of the Federal Rules of Bankruptcy Procedure
and (c) and Local Rule 1007-1(b).  The extension would give the
Debtors a total of 77 days from the Petition Date to file their
Schedules and Statements.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates the Debtors filed their
consolidated list of creditors on the Petition Date and have more
than 200 creditors.  In accordance with Bankruptcy Rule 1007(c)
and Local rule 1007-1(b), the Debtors are required to file their
Schedules and Statements within 30 days after the Petition Date.

According to Ms. Morgan, a 47-day allowance is necessary due to a
large number of creditors involved, the size and complexity of
the Debtors' businesses, and limited staffing available to gather,
process and complete the Debtors' Schedules and Statements.

While the Debtors have endeavored to complete and file the
Statements substantially on time, they have determined that the
extension is necessary to enhance the accuracy of the Schedules
and Statements while not prejudicing the rights of other
claimants and parties-in-interest, Ms. Morgan avers.

                       Committee Objects

The Official Committee of Unsecured Creditors ask the Court to
deny the Debtors' request extending the time of filing for
Schedules and Statements of Financial Affairs.  The Debtors
should be obliged to timely file their Schedules no later than
July 27, 2008, the Committee says.  

Andrew I. Silfen, Esq., at Arent Fox LLP, in New York, relates
that the Debtors present no justification for allowing additional
time and there is nothing in the record warranting extension.  
The Office of the United States Trustee has filed a motion to
convert the Debtors' case to Chapter 7, so the Statements and
Schedules should be filed before a scheduled hearing on July 30,
2008, he relates.  

Mr. Silfen says the Debtors anticipate that the wind-down will be
completed by early August, so it is critical that the Schedules
and Statements be filed prior to the completion of the wind-down.  
He added that, if the extension is approved by the Court, the
Debtors will not be required to file their Schedules and
Statements until the Court hears the United States Trustee's
motion and the wind-down is completed.  

Additionally, Mr. Silfen contends, conversion should not be
considered until after the Schedules and Statements are filed.

At the Committee's behest, Judge Kevin J. Carey will convene a
hearing with respect to the Debtors' Motion on July 30, 2008, at
11:30 a.m. (Eastern Time).


PROXYMED INC: Bid Price Rule Offense Cues Nasdaq to Delist Stocks
-----------------------------------------------------------------
MedAvant Healthcare Solutions, the trade name of ProxyMed Inc.,
received notice from the Nasdaq Stock Market of the failure of its
common stock to maintain a minimum bid price of $1.00 per share
for 30 consecutive trading days, as required by Nasdaq Marketplace
Rule 4450(a)(5).  If at anytime before Jan. 12, 2009, the minimum
bid price for the company's common stock closes at $1.00 per share
or more for 10 consecutive trading days, Nasdaq will notify the
company in writing that its compliance with the rule has been
restored.  If the company does not demonstrate such compliance by
Jan. 12, 2009, Nasdaq will provide written notification of
delisting of the company's securities from the Nasdaq Global
Market.

The company previously received a letter from Nasdaq on April 22,
2008, that notified the company that it had not maintained the
minimum value of publicly held shares of $15,000,000 required for
continued listing on the Nasdaq Global Market, as set forth in
Marketplace Rule 4450(b)(3) (the "MVPHS Rule").  The company had
until July 21, 2008, to regain compliance with the MVPHS Rule.  
The June 16, 2008, letter from Nasdaq has no effect on the
April 22, 2008, notice of non-compliance received from Nasdaq.  In
the event that the company did not regain compliance with the
MVPHS Rule by July 21, 2008, then Nasdaq would issue a notice of
delisting of the company's securities from the Nasdaq Global
Market.  The company would then have 7 calendar days from the date
of any such delisting notice to appeal the Nasdaq delisting by
requesting a hearing before the Nasdaq Listing Qualifications
Panel.

                        About ProxyMed Inc.

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. --  http://www.medavanthealth.com-- facilitates the exchange   
of medical claim and clinical information.  The company and two of
its affiliates filed for Chapter 11 protection on July 23, 2008
(Bankr. D. Del. Lead Case No.08-11551).  Kara Hammond Coyle, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor,
L.L.P., represent the Debtors in their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.  
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


PROXYMED INC: Has Until Today to Appeal Nasdaq's Delisting Verdict
------------------------------------------------------------------
MedAvant Healthcare Solutions, the trade name of ProxyMed Inc.,
received a Staff Determination Letter from The Nasdaq Stock Market
notifying the company that the staff of Nasdaq's Listing
Qualifications Department determined, using its discretionary
authority under Nasdaq Marketplace Rule 4300 and IM-4300, that the
company's common stock would be delisted from Nasdaq.  The Letter
further stated that Nasdaq would suspend trading in the company's
common stock at the opening of trading on Aug. 1, 2008, and then
file a Form 25-NSE with the Securities and Exchange Commission to
deregister the company's common stock, unless the company appeals
Nasdaq's delisting determination.

Nasdaq's determination to delist the common stock was based on the
company's filing for voluntary reorganization under Chapter 11 of
the U.S. Bankruptcy Code on July 23, 2008, the associated public
interest concerns raised by the filing of the Chapter 11 case,
concerns regarding the residual equity interests of existing
holders of the company's common stock, and the company's ability
to sustain compliance with all of Nasdaq's continued listing
requirements.

The Letter also indicated that, in accordance with Marketplace
Rule 4805(a), the company would have seven calendar days, or until
July 30, 2008, to appeal the delisting from Nasdaq to a Listing
Qualifications Panel.  At this time, the company does not plan to
appeal the delisting from Nasdaq, but does intend to request that
various of its current market makers continue to make markets in
the company's common stock on the OTC Bulletin Board and/or the
Pink Sheets, as the case may be.  In connection with the company's
plan to list its common stock on the OTC Bulletin Board and/or the
Pink Sheets, the company will request that one of its current
market makers apply for a new ticker symbol for the company.

                        About ProxyMed Inc.

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. --  http://www.medavanthealth.com-- facilitates the exchange   
of medical claim and clinical information.  The company and two of
its affiliates filed for Chapter 11 protection on July 23, 2008
(Bankr. D. Del. Lead Case No.08-11551).  Kara Hammond Coyle, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor,
L.L.P., represent the Debtors in their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.  
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


RANSOM-HEART: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ransom-Heart, Inc.
        7094 University Court
        Montgomery, Al 36117
        Tel: (334) 271-1345

Bankruptcy Case No.: 08-31403

Related Information: Suzzane R. Cristwell, president and chief
                     executive officer, filed the petition on the
                     Debtor's behalf.                

Chapter 11 Petition Date: July 24, 2008

Court: Middle District of Alabama (Montgomery)

Debtor's Counsel: Max A. Moseley, Esq.
                  Johnston Barton Proctor & Rose LLP
                  569 Brookwood Village, Suite 901
                  Birmingham, AL 35209
                  Tel: (205) 458-9400
                  Fax: (205) 458-9500
                  (mam@jbpp.com)

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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


REALTY COMPANY: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Realty Company Southeast, LLC
                aka Russ Lyon Realty Company Southeast
                1011 North Val Vista Drive, Suite 101
                Gilbert, AZ 85234

Case Number: 08-09188

Involuntary Petition Date: July 23, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

   Petitioner                Nature of Claim      Claim Amount
   ----------                ---------------      ------------
   John Herbert               unsecured loan           $20,000
   1235 West Sunnyvale #33
   Mesa, AZ 85205

   Richard Rankin             unsecured loan            60,000
   19617 South 190th
   Queen Creek, AZ 85242

   Cone Darnell                 construction            58,000
   New Structure Inc.
   9923 East Decatur Street
   Mesa, AZ 85207


SASCO: Moody's Cuts Ratings of 55 Tranches on Scratch, Dent Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 55 tranches
issued in 10 transactions from the Structured Asset Securities
Corporation GEL shelf. The collateral backing each tranche
consists primarily of first lien adjustable-rate and fixed-rate
"scratch and dent" mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures. Many "scratch and dent"
pools originated since 2004 are exhibiting higher than expected
rates of delinquency, foreclosure, and REO (Real Estate Owned, or
properties owned by lenders following foreclosure). The rating
adjustments will vary based on current ratings, level of credit
enhancement, collateral characteristics, pool-specific historical
performance, quarter of origination, and other qualitative
factors.

Complete rating actions are as follows:

Issuer: Structured Asset Securities Corporation 2005-GEL1

Cl. B, downgraded from Ba2 to Caa3

Issuer: Structured Asset Securities Corporation 2005-GEL2

Cl. M-4, downgraded from Baa3 to Ba3

Cl. B, downgraded from Ba1 to Caa3

Issuer: Structured Asset Securities Corporation 2005-GEL3

Cl. M-5, downgraded from Baa3 to B3

Issuer: Structured Asset Securities Corporation 2005-GEL4

Cl. M-4, downgraded from B2 to Caa1

Cl. M-5, downgraded from Caa2 to Ca

Issuer: Structured Asset Securities Corporation 2006-GEL1

Cl. M-2, downgraded from A2 to Ba1

Cl. M-3, downgraded from Baa2 to B3, on review for possible
downgrade

Issuer: Structured Asset Securities Corporation 2006-GEL2

Cl. A-2, downgraded from Aaa to Aa3

Cl. M-1, downgraded from Aa2 to B1

Cl. M-2, downgraded from Aa3 to B2, on review for possible
downgrade

Cl. M-3, downgraded from A2 to B3, on review for possible
downgrade

Cl. M-4, downgraded from A3 to Caa2

Cl. M-5, downgraded from Baa2 to Ca

Cl. M-6, downgraded from Baa3 to C

Issuer: Structured Asset Securities Corporation 2006-GEL3

Cl. A-2, downgraded from Aaa to A2

Cl. A-3, downgraded from Aaa to Baa1

Cl. M-1, downgraded from Aa2 to B2, on review for possible
downgrade

Cl. M-2, downgraded from Aa3 to B3, on review for possible
downgrade

Cl. M-3, downgraded from A2 to Caa1

Cl. M-4, downgraded from A3 to Caa2

Cl. M-5, downgraded from Baa1 to Caa3

Cl. M-6, downgraded from Baa2 to Ca

Cl. M-7, downgraded from Baa3 to C

Cl. B-1, downgraded from Ba1 to C

Cl. B-2, downgraded from Ba2 to C

Issuer: Structured Asset Securities Corporation 2006-GEL4

Cl. A-2, downgraded from Aaa to A2

Cl. A-3, downgraded from Aaa to Baa1

Cl. M-1, downgraded from Aa2 to B1, on review for possible
downgrade

Cl. M-2, downgraded from Aa3 to B2, on review for possible
downgrade

Cl. M-3, downgraded from A1 to B3, on review for possible
downgrade

Cl. M-4, downgraded from A2 to Caa1

Cl. M-5, downgraded from A3 to Caa2

Cl. M-6, downgraded from Baa1 to Caa3

Cl. M-7, downgraded from Baa2 to Ca

Issuer: Structured Asset Securities Corporation 2007-GEL1

Cl. A-3, downgraded from Aaa to Aa1

Cl. M-1, downgraded from Aa2 to B2

Cl. M-2, downgraded from Aa3 to Caa1

Cl. M-3, downgraded from A1 to Caa2

Cl. M-4, downgraded from A2 to Caa3

Cl. M-5, downgraded from A3 to Caa3

Cl. M-6, downgraded from Baa1 to Ca

Cl. M-7, downgraded from Baa2 to C

Cl. M-8, downgraded from Baa3 to C

Cl. B-1, downgraded from Ba1 to C

Issuer: Structured Asset Securities Corporation 2007-GEL2

Cl. M-1, downgraded from Aa2 to A2

Cl. M-2, downgraded from Aa3 to Baa2

Cl. M-3, downgraded from A1 to Ba3

Cl. M-4, downgraded from A2 to Caa1

Cl. M-5, downgraded from A3 to Caa2

Cl. M-6, downgraded from Baa1 to Caa3

Cl. M-7, downgraded from Baa2 to Caa3

Cl. M-8, downgraded from Baa3 to Ca

Cl. B-1, downgraded from Ba1 to Ca

Cl. B-2, downgraded from Ba2 to C


SECURITY CAPITAL: Strikes $1.8-Bil. Bailout Deal from XL Capital
----------------------------------------------------------------
Security Capital Assurance Ltd. and its principal operating
subsidiaries, XL Capital Assurance Inc., and XL Financial
Assurance Ltd., entered into a Master Transaction Agreement with
XL Capital Ltd. and certain of XL Capital's affiliates.

The Master Transaction Agreement provides for the termination,
elimination or commutation of certain reinsurance, guarantees and
other agreements with XL Capital and its subsidiaries in exchange
for a payment by XL Capital to SCA of $1.775 billion in cash and 8
million shares of XL Capital Class A Ordinary Shares to SCA's
subsidiaries, and the transfer of XL Capital's 46% ownership stake
in SCA to a trust.

Certain financial institutions that are counterparties to credit
default swap agreements with XLCA are also parties to the Master
Transaction Agreement.

Concurrent with the Master Transaction Agreement, SCA also entered
into an agreement with Merrill Lynch & Co., Inc. for the
termination of eight credit default swaps and the related
financial guarantee insurance policies that were issued by XLCA.

As of June 30, 2008, due to significant adverse development on
loss reserves, XLCA will report negative statutory surplus and
XLFA will report negative total statutory capital and surplus.
Upon the successful closing of the transactions contemplated by
the Master Transaction Agreement, the Merrill Agreement and
related agreements, XLCA expects to have positive statutory
surplus, and XLFA expects to have positive total
statutory capital and surplus.

SCA and XL Capital have obtained approval from the New York
Insurance Department and the Bermuda Monetary Authority for the
Master Transaction Agreement and the transactions contemplated
thereby.  Other required approvals related to the agreement have
been received from the Delaware Department of Insurance. The New
York Insurance Department has also approved the Merrill Agreement
and the contemplated transactions.

The XL Capital deal saves SCA from insolvency, various reports
say.

"The agreements with XL Capital and Merrill Lynch represent a
significant step in the restructuring process of SCA and are
critical to our efforts to stabilize the company," commented Paul
S. Giordano, Chief Executive Officer of SCA.  "While we are very
pleased with the progress made to date, our company remains
exposed to potentially significant adverse loss development and
there is still much work to be done.  In the next phase, we will
commence discussions with swap counterparties seeking to commute,
terminate or restructure our remaining credit default swaps.  The
New York Insurance Department, the Bermuda Monetary Authority, the
Delaware Department of Insurance and the UK Financial Services
Authority, as well as our other regulators, have been extremely
supportive in this process, and we look forward to continuing to
work constructively with them in the future."

                   Master Transaction Agreement

According to the Master Transaction Agreement signed July 28,
2008, a number of reinsurance, guarantees and other arrangements
among SCA and its subsidiaries and XL Capital and its subsidiaries
will be terminated, eliminated or commuted in return for the
payment by XL Capital and certain of its affiliates of $1.775
billion in cash, 8 million of XL Capital's Class A Ordinary Shares
to XLCA and XLFA and the transfer of XL Capital's 46% ownership of
SCA into a trust.

The SCA shares currently owned by XL Capital will be transferred
at the closing of the Master Transaction Agreement into a trust
for the benefit of XLCA until such time as an agreement between
XLCA and the Financial Counterparties is reached, and thereafter
such SCA shares will be held for the benefit of the Financial
Counterparties.  To the extent that the required regulatory
approvals for the transfer are not received prior to such closing,
the SCA shares will be deposited into escrow pending the transfer.  
Upon any such deposit into escrow, XL will irrevocably disclaim
any and all voting, economic and other rights with respect to
the SCA shares.  In connection with the transfer of the SCA
shares, XL Capital will no longer have the right to nominate
directors to SCA's Board of Directors.  As a condition to closing,
the four XL Capital-nominated Directors on SCA's Board of
Directors, Messrs. Fred Corrado, Paul Hellmers, Gardner Grant, Jr.
and Jonathan Bank, are expected to resign from SCA's Board of
Directors at closing.

After the closing of the transactions contemplated by the Master
Transaction Agreement, substantially all reinsurance agreements
and guarantees with XL Capital and subsidiaries will be
eliminated.

                        Merrill Agreement

Pursuant to the Merrill Agreement, SCA, XLCA, Merrill Lynch,
Merrill Lynch International and eight trusts affiliated with SCA,
the obligations of which are guaranteed by policies issued by
XLCA, agreed to terminate eight credit default swaps and the
related financial guarantee insurance policies issued by XLCA,
with an insured gross par outstanding as of June 30, 2008 of $3.74
billion, in exchange for a payment by XLCA to Merrill Lynch of an
aggregate amount of $500 million.

As part of the closing of the transactions contemplated by the
Merrill Agreement, the parties will provide mutual releases of
claims with respect to the Swaps and the related policies.  In
addition, XLCA and MLI have agreed to dismiss, after the closing
of the transaction, the litigation related to seven of the Swaps.

                 Second Quarter 2008 Developments

SCA has conducted a review of its June 30, 2008 loss reserves.  
Based on the preliminary results of this review, SCA believes that
its case reserves will have increased substantially as of June 30,
2008, primarily due to significant deterioration with respect to
the Company's exposure to collateralized debt obligations of
asset-backed securities and residential mortgage-backed
securities.  As a result, SCA's New York-based insurance
subsidiary, XLCA, will report negative statutory surplus and its
Bermuda-based reinsurance subsidiary, XLFA, will report negative
total statutory capital and surplus as of June 30, 2008.

                       Going Concern Doubt

Upon the successful closing of the transactions contemplated by
the Master Transaction Agreement, the Merrill Agreement and
related agreements, pending the satisfaction of certain
conditions, XLCA expects to have positive statutory surplus and
XLFA expects to have positive total statutory capital and surplus.  
In the absence of the consummation of the transactions
contemplated by the Master Transaction Agreement, the Merrill
Agreement and related agreements, XLCA and XLFA would likely
be subject to regulatory action by their primary regulators, the
New York Insurance Department and the Bermuda Monetary Authority.  
As a result of these developments, there is substantial doubt
about the Company's ability to continue as a going concern.  Upon
the closing of the transactions contemplated by the Master
Transaction Agreement, the Merrill Agreement and other related
agreements, SCA intends to re-assess whether substantial doubt
exists about the Company's ability to continue as a going concern.

           Closings of the Master Transaction Agreement
                     and the Merrill Agreement

The closings of the transactions contemplated by the Master
Transaction Agreement, the Merrill Agreement, and other agreements
are expected to occur concurrently in early August 2008.

In addition to customary closing conditions, the closings are also
subject to the completion by XL Capital of a registered public
offering of its equity and equity units.  XL Capital plans to
offer approximately $2.5 billion of securities in a combination of
ordinary shares and equity security units pursuant to the
company's existing shelf registration statement.  Each Equity
Security Unit will consist of (i) a forward purchase contract
requiring the holder to purchase, and XL to issue, a variable
number of ordinary shares of XL and (ii) an ownership interest in
a debt security of XL.  It has not yet determined the exact
breakdown between Ordinary Shares and Equity Security Units, but
currently expects that the Ordinary Shares will constitute
approximately $1.75 to $2.0 billion of the total.

XL Capital intends to use the net proceeds from the Offerings to
pay $1.775 billion in connection with the Security Capital
agreement and for general corporate purposes including capital
funding of certain of the company's subsidiaries.

The joint book-running managers for the Offerings are Goldman,
Sachs & Co. and UBS Investment Bank.  Full details of the
Offerings, including a description of the Ordinary Shares and the
Equity Security Units and certain risk factors related to the
Company and these securities, will be contained in a prospectus
supplement that will be available through the underwriters.

SCA and XL Capital may choose to terminate the Master Transaction
Agreement if the closing does not occur by August 15, 2008.

Further, concurrent with the execution of the Master Transaction
Agreement, XLFA has entered into an agreement with Financial
Security Assurance to commute all business reinsured by XLFA under
reinsurance agreements between the parties. XLCA has agreed to
directly reinsure a portion of such commuted business. In
addition, XLFA has entered into agreements to commute certain
other ceded reinsurance contracts.

The negotiations of the Master Transaction Agreement and the
Merrill Agreement, as well as the continuing discussions among
SCA, certain policyholders and other interested parties, have been
facilitated by the New York Insurance Department. SCA has also
worked closely with the Bermuda Monetary Authority, the UK
Financial Services Authority, the Delaware Department of Insurance
and other relevant authorities regarding these agreements.

While SCA expects the transactions contemplated by the Master
Transaction Agreement, the Merrill Agreement and the other related
agreements to close by August 15, 2008, there can be no assurance
that all the closing conditions will be satisfied or waived.
Therefore, there can be no assurance that the transactions
described under the Master Transaction Agreement, the Merrill
Agreement and other related agreements will be consummated or that
the New York Insurance Department and the Bermuda Monetary
Authority, or other regulators, will not take regulatory action at
any time with respect to SCA's operating subsidiaries.

             Agreement with Financial Counterparties

In consideration of the releases and waivers agreed to by the
Financial Counterparties as part of the Master Transaction
Agreement, XLCA has agreed to hold an aggregate amount of $820
million in cash (plus the interest thereon, premiums paid by the
Financial Counterparties from July 28 through October 15, 2008 and
any proceeds from the sale by the trust of the SCA shares, in the
event such shares are sold) for the purpose of commuting,
terminating, amending or otherwise restructuring existing
agreements with the Financial Counterparties pursuant to an
agreement to be negotiated with the Financial Counterparties. In
the event that such agreement is not reached by October 15, 2008,
XLCA has agreed to use such proceeds only to pay claims under the
credit default swaps of the Financial Counterparties. In addition,
through such date, XLCA and XLFA have agreed to restrictions on
their ability to commute, terminate, amend or otherwise
restructure policies and contracts to which either is a party.

                      Corporate Name Change

SCA will formally change its corporate name on August 4, 2008,
from Security Capital Assurance Ltd. to Syncora Holdings Ltd.  
SCA's operating subsidiaries will also change names on the same
date: XLCA will become Syncora Guarantee Inc. and XLFA will become
Syncora Guarantee Re Ltd. As of August 4, 2008, SCA is no longer
permitted to use the "XL" name. The Company's stock ticker symbol
will remain "SCA".

                          About XLCA

XL Capital Assurance Inc. (XLCA) delivers credit enhancement for
the obligations of debt issuers worldwide.  It guarantees US
municipal bonds; asset-backed securities; debt backed by utilities
and selected infrastructure projects; specialized risks, including
future flow securitizations and bank deposit insurance; and
collateralized debt obligations (CDOs). It provides financial
guarantee that is unconditional and irrevocable and, in the
process, help clients overcome a broad spectrum of strategic,
competitive and financial challenges.

                            About SCA

Security Capital Assurance Ltd (SCA) -- http://www.scafg.com/--   
through its subsidiaries -- XL Capital Assurance Inc., (XLCA) a
monoline financial guarantee insurance provider, and XL Financial
Assurance Ltd. (XLFA), a monoline provider of reinsurance to
financial guarantee insurers -- provides credit enhancement for
the obligations of debt issuers worldwide.  As reported by the
Troubled Company Reporter on June 23, 2008, Moody's Investors
Service downgraded to B2, from A3, the insurance financial
strength ratings of XL Capital Assurance Inc., XL Capital
Assurance (U.K.) Limited and XL Financial Assurance Ltd.  In the
same rating action, Moody's also downgraded the debt ratings of
Security Capital Assurance Ltd (NYSE: SCA -- preference shares to
Ca from B3) and a related financing trust.

                          *     *     *

As reported by the Troubled Company Reporter on June 23, 2008,
Moody's Investors Service downgraded to B2, from A3, the insurance
financial strength ratings of XL Capital Assurance Inc., XL
Capital Assurance (U.K.) Limited and XL Financial Assurance Ltd.  
In the same rating action, Moody's also downgraded the debt
ratings of Security Capital Assurance Ltd (NYSE: SCA -- preference
shares to Ca from B3) and a related financing trust.  The rating
action concludes a review for possible downgrade that was
initiated on March 4, 2008, and reflects the company's severely
impaired financial flexibility and the company's proximity to
minimum regulatory capital requirements relative to Moody's
estimations of expected case losses.   The outlook for the ratings
is negative.


SECURITY CAPITAL: Inks Forbearance and Waiver Pact with Lenders
---------------------------------------------------------------
Security Capital Assurance Ltd. entered into an amendment,
forbearance and limited waiver agreement with respect to its
Credit Agreement, dated as of Aug. 1, 2006, as amended.  Pursuant
to the Credit Agreement Amendment, SCA agreed:

   (i) to permanently reduce the availability under its revolving
       credit facility from $250.0 million to zero;

  (ii) to reduce the availability under the letter of credit
       facility to the amount of the letter of credit exposure as
       of July 28, 2008; and

(iii) that upon the closing of the Master Transaction Agreement,
       it will cash collateralize the remaining letters of credit
       after giving effect to the transactions contemplated by the
       Master Transaction Agreement.

In consideration of the foregoing, the lenders under the Credit
Agreement have agreed to:

   (i) forbear from declaring certain defaults, if any, set forth
       in the Credit Agreement Amendment;

  (ii) waive the defaults, if any, upon the satisfaction of
       certain conditions set forth in the Credit Agreement
       Amendment; and

(iii) grant certain waivers in connection with the consummation
       of the Master Transaction Agreement.

SCA and its principal operating subsidiaries, XL Capital Assurance
Inc. and XL Financial Assurance Ltd., also entered into an
agreement with XL Capital Ltd. and certain of XL Capital's
affiliates.  Certain financial institutions that are
counterparties to credit default swap agreements with XLCA are
also parties to the Master Transaction Agreement.

The Master Transaction Agreement provides for the termination,
elimination or commutation of certain reinsurance, guarantees and
other agreements with XL Capital and its subsidiaries in exchange
for a payment by XL Capital to SCA of $1.775 billion in cash and
8 million shares of XL Capital Class A Ordinary Shares to SCA's
subsidiaries, and the transfer of XL Capital's 46% ownership stake
in SCA to a trust.

Concurrent with the Master Transaction Agreement, SCA also entered
into an agreement with Merrill Lynch & Co., Inc. for the
termination of eight credit default swaps and the related
financial guarantee insurance policies that were issued by XLCA.

Additionally, as of June 30, 2008, due to significant adverse
development on loss reserves, XLCA will report negative statutory
surplus and XLFA will report negative total statutory capital and
surplus.  Upon the closing of the transactions contemplated by the
Master Transaction Agreement, the Merrill Agreement and related
agreements, XLCA expects to have positive statutory surplus, and
XLFA expects to have positive total statutory capital and surplus.
SCA and XL Capital have obtained approval from the New York
Insurance Department and the Bermuda Monetary Authority for the
Master Transaction Agreement and the transactions contemplated
thereby.  Other required approvals related to the agreement have
been received from the Delaware Department of Insurance.  The New
York Insurance Department has also approved the Merrill Agreement
and the transactions contemplated thereby.

"The agreements with XL Capital and Merrill Lynch represent a
significant step in the restructuring process of SCA and are
critical to our efforts to stabilize the company," Paul S.
Giordano, chief executive officer of sca, commented.  "While we
are very pleased with the progress made to date, our company
remains exposed to potentially significant adverse loss
development and there is still much work to be done.  In the next
phase, we will commence discussions with swap counterparties
seeking to commute, terminate or restructure our remaining credit
default swaps.  The New York Insurance Department, the Bermuda
Monetary Authority, the Delaware Department of Insurance and the
UK Financial Services Authority, as well as our other regulators,
have been extremely supportive in this process, and we look
forward to continuing to work constructively with them in the
future."

                       Corporate Name Change

SCA will formally change its corporate name on Aug. 4, 2008, from
Security Capital Assurance Ltd. to Syncora Holdings Ltd.  SCA's
operating subsidiaries will also change names on the same date:
XLCA will become Syncora Guarantee Inc. and XLFA will become
Syncora Guarantee Re Ltd.  As of Aug. 4, 2008, SCA is no longer
permitted to use the "XL" name.  The company's stock ticker symbol
will remain "SCA".

                           About SCA

Security Capital Assurance Ltd (SCA) -- http://www.scafg.com/--   
through its subsidiaries -- XL Capital Assurance Inc., (XLCA) a
monoline financial guarantee insurance provider, and XL Financial
Assurance Ltd. (XLFA), a monoline provider of reinsurance to
financial guarantee insurers -- provides credit enhancement for
the obligations of debt issuers worldwide.  As reported by the
Troubled Company Reporter on June 23, 2008, Moody's Investors
Service downgraded to B2, from A3, the insurance financial
strength ratings of XL Capital Assurance Inc., XL Capital
Assurance (U.K.) Limited and XL Financial Assurance Ltd.  In the
same rating action, Moody's also downgraded the debt ratings of
Security Capital Assurance Ltd (NYSE: SCA -- preference shares to
Ca from B3) and a related financing trust.

                           *     *     *

As reported in the Troubled Company Reporter on June 23, 2008,
Moody's Investors Service has downgraded to B2, from A3, the
insurance financial strength ratings of XL Capital Assurance Inc.,
XL Capital Assurance (U.K.) Limited and XL Financial Assurance
Ltd.  In the same rating action, Moody's also downgraded the debt
ratings of Security Capital Assurance Ltd (NYSE: SCA -- preference
shares to Ca from B3) and a related financing trust.
                        

SIRIUS SATELLITE: Expects 25% Revenue Increase in 2008 2nd Quarter
------------------------------------------------------------------
SIRIUS Satellite Radio Inc. reported on Monday preliminary
financial results for the second quarter ended June 30, 2008,
including a 25% increase in revenue to $283.0 million, total
subscribers in excess of 8.9 million and a 70% decrease in its
adjusted loss from operations.

As of June 30, 2008, SIRIUS had 8.924 million subscribers, an
increase of 25% from June 30, 2007 subscribers of approximately
7.1 million.  Retail subscribers increased 7% in the second
quarter 2008 to 4.677 million from 4.365 million in the second
quarter 2007. OEM subscribers increased 53% in the second quarter
2008 to 4.247 million from 2.778 million in the second quarter
2007.  

Total gross subscriber additions for the quarter ended June 30,
2008, were 1.029 million, compared to 1.002 million for the
quarter ended June 30, 2007, and 1.003 million for the quarter
ended March 31, 2008.  During the second quarter 2008 SIRIUS added
279,820 new net subscribers, consisting of 246,221 from the OEM
channel and 33,599 from the retail channel.

Second quarter 2008 average monthly self-pay customer churn rate
was 1.6%, down from 2.1% in first quarter 2008.  The second
quarter 2008 conversion rate is estimated to be approximately 48%,
up from the first quarter 2008 conversion rate of approximately
47%.  

Total revenue for the second quarter 2008 is expected to be
approximately $283.0 million, an increase of 25% from the second
quarter 2007 total revenue of $226.0 million.  Operating expenses,
excluding depreciation and stock based compensation, are expected
to remain approximately flat in the second quarter 2008 as
compared to the second quarter 2007.  Second quarter 2008 adjusted
loss from operations is expected to be approximately
$24.0 million, an improvement of 70% from the adjusted loss from
operations of $79.0 million in the second quarter 2007.

                      About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) -- http://www.sirius.com/-- offers over 130 channels to its   
subscribers -- 69 channels of 100% commercial-free music and 65
channels of sports, news, talk, entertainment, data and weather
for a monthly subscription fee of $12.95.  SIRIUS is the Official
Satellite Radio Partner of the NFL and NASCAR, and broadcasts live
play-by-play games of the NFL as well as live NASCAR races.

As of June 30, 2008, SIRIUS radios were available as a factory and
dealer-installed option in 126 vehicle models and as a dealer
only-installed option in 45 vehicle models.

Forbes.com's Brian Wingfield reported Saturday that the Federal
Communications Commission finally approved late Friday the merger
between XM Satellite Radio Holdings and Sirius Satellite Radio, in
a 3-2 vote, following an agreement by the companies to voluntarily
pay a combined $19.7 million in fines for prior FCC violations.

As reported in the Troubled Company Reporter on May 14, 2008, the
company's balance sheet at March 31, 2008, showed $1.5 billion in
total assets and $2.3 billion in total liabilities, resulting in a
rougly $839.4 million stockholders' deficit.

                          *     *     *   

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service placed all ratings for Sirius
Satellite Radio Inc. under review for possible downgrade,
including the company's "Caa1" corporate family rating.  In
addition, Moody's downgraded the company's Speculative Grade
Liquidity rating to SGL-4 from SGL-2.


SOLOMON TECHNOLOGIES: Issues 6,821,360 Shares of Common Stock
-------------------------------------------------------------
Solomon Technologies Inc. issued 6,821,360 shares of common stock,
on July 21, 2008, par value $.001 per share, to three holders of
its Variable Rate Self-Liquidating Senior Secured Convertible
Debentures due Sept. 1, 2009.  These shares of common stock were
issued pursuant to the pre-redemption provisions of the
debentures.

On July 21, 2008, the company issued to Richard A. Fisher
1,583,334 restricted shares of common stock in payment for
services provided as corporate counsel to the company.

The company issued 8,775,306 shares of common stock, on June 18,
2008, par value $.001 per share, to two holders of its Variable
Rate Self-Liquidating Senior Secured Convertible Debentures due
April 17, 2009.  These shares of Common Stock were issued to one
holder pursuant to the pre-redemption provisions of the Debentures
and to the second holder pursuant to an agreement entered into
with the company to redeem the remaining one-half of that holder's
Debentures on July 1, 2008.

On June 20, 2008, the Company issued 4,573,016 shares of Common
Stock to three holders of its Debentures pursuant to the pre-
redemption provisions of the Debentures.

Headquartered in Tarpon Springs, Florida, Solomon Technologies
Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/--   
through its Motive Power and Power Electronics divisions,
develops, licenses, manufactures and sells precision electric
power drive systems.

Solomon Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $9,094,518 in total assets and $15,239,105
in total liabilities, resulting in a $6,144,587 total
stockholders' deficit.

                           *     *     *

Eisner LLP, in New York, expressed substantial doubt about Solomon
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 incurred significant recurring operating losses, has a
working capital deficit and capital deficit, is delinquent in the
payment of payroll taxes and balances to certain employees, and is
in default of certain notes and debentures.


SOLAR COSMETIC: Sells IP for $8.5MM; Resolves Feud with Committee
-----------------------------------------------------------------
Sun & Skin Care Research Inc.'s $8.5 million offer won at a
July 24, 2008 auction for the intellectual property and inventory
of Solar Cosmetic Labs Inc. and Solar Packaging Corp., The Deal's
John Blakeley states.  Sun & Skin overtook a $4 million offer by
stalking horse bidder, Village Suncare LLC, Debtor counsel, Peter
Shapiro, Esq., at Shutts & Bowen LLP, said.

Mr. Shapiro, The Deal says, said that Sun & Skin's bid was all
cash and guaranteed by May 31, 2009.

The Hon. Laurel Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida approved the sale to Sun & Skin, The
Deal reports.  The sale will close 10 days following issuance of a
court order, The Deal quotes Mr. Shapiro as saying.

As reported in the Troubled Company Reporter on July 7, 2008, the
Debtor and The Village Suncare LLC entered into an asset purchase
agreement in connection with the sale of substantially all of the
Debtors' intangible assets and certain inventory.  The agreement
provided that the purchaser will pay the seller $4,000,000 in
cash, among others.  Under the agreement, Village Suncare will
receivea $120,000 break-up fee.

The Deal reveals that the Debtor intends to use the sale proceeds
to satisfy a $2.4 million debtor-in-possession debt owed to
KeyBank NA.

        Creditors' Committee Abandons Case Conversion Motion

According to The Deal, since the sale generated twice as much cash
as expected, a dispute among the Debtors and the Official
Committee of Unsecured Creditors was resolved.  The Committee also
withdrew its motion to convert the Debtors' chapter 11 case to a
chapter 7 liquidation proceeding, The Deal notes.

The TCR on June 6, 2008, reported that the Committee contended
that certain provisions of the DIP financing entered with Key Bank
are defective.  The Committee pointed out that the agreement
allows the bank to get security interest and superiority claims in
the proceeds of the Debtors' bankruptcy avoidance actions that
violates the provisions under chapter 11.

In addition, the agreement has unreasonable termination provisions
with two to three days to cure certain defaults, which enable the
bank to terminate the agreement without court order, the Committee
added.

The Committee alleged that the agreement will allow the bank to
take control in the liquidation of its collateral, which will
result in the reduction of the Debtor's prepetition debt with
the bank.  The Debtors have sold most of their assets and is
identifying a qualified purchaser for their remaining assets at
present.

Key Bank said that the Committee's motion is devoid of merit.  
The bank added that the Committee's request to convert the
Debtors' case to chapter 7 at this stage of the proceeding is not
in the best interest of creditors and the estate.

The Debtors, the bank said, have continued to operate their
business and produce and ship product since the bankruptcy filing.  
The Debtors continue to pay their ongoing obligations, including
those to suppliers, employees, and taxing authorities.  The bank
said that the Debtors have been generating positive cash flow
under chapter 11.

Key Bank said that the Debtors have been actively marketing their
assets through the help of Development Specialists Inc.  
Conversion to chapter 7 now would destroy these efforts, the bank
asserted.

                       About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --     
http://www.bodyandearth.com/-- manufacture, markets and sells     
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.  

The company and Solar Packaging Corp. filed chapter 11 petition on
May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The Official Committee of Unsecured
Creditors is represented by Jeffrey P. Bast, Esq.  The Debtors'
schedule showed total assets of $13,925,425 and total liabilities
of $50,928,780.


SOLUTIA INC: Court to Hear Settlement of Avoidance Actions Today
----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates, in accordance with their
confirmed Fifth Amended Joint Plan of Reorganization, as modified,
sought the authority of the U.S. Bankruptcy Court for the Southern
District of New York to pursue, settle, abandon, release or
otherwise resolve certain pending avoidance actions without
further notice to any party or the consent or approval of
Monsanto Company, the Official Committee of Unsecured Creditors
or the Court.

On May 4, 2006, the Court approved the Debtors' employment of
Hodgson Russ LLP for the limited purpose of commencing and
prosecuting the Avoidance Actions, seeking recovery of
preferential transfers and fraudulent conveyances, made by the
Debtors pursuant to Chapter 5 and other relevant provisions of
the Bankruptcy Code or applicable state law.

By a separate order, on the same day, the Court also approved the
Debtors' employment of Rosen & Associates to represent them in
certain of the Avoidance Actions with respect to which Hodgson
Russ might have had a conflict.

The time for filing adversary proceeding complaints under
Sections 544, 547, 548 and 550 of the Bankruptcy Code expired on
Dec. 17, 2005.  Between Dec. 14 and 17, 2005, Hodgson Russ and
Rosen & Associates timely filed 82 complaints commencing the
Avoidance Actions against various defendants.  A list of the
82 Avoidance Actions is available at no charge at:

     http://bankrupt.com/misc/Solutia_82AvoidanceActions.pdf

In an effort to conserve judicial, legal, financial and other
resources, the Debtors sought and obtained extension of the
deadline to serve complaints in the Avoidance Actions.  The
Debtors stated that they anticipate their eventual plan of
reorganization might eliminate the necessity to further prosecute
certain of the Avoidance Actions, many of which involved
defendants who continued to do business with the Debtors, Garry
M. Graber, Esq., at Hodgson Russ LLP, in New York, related.

The Debtors' Plan was confirmed on Nov. 29, 2007, and became
effective on Feb. 28, 2008.

Several of the Avoidance Actions have been settled and dismissed
during the course of the Debtors' Chapter 11 proceedings.  None
of the defendants has sought to expedite the litigation of any of
the Avoidance Actions.  Six of the defendants have filed an
answer or other papers responsive to the complaints filed in the
Avoidance Actions.  No further proceedings or discovery has been
had in any of the adversary proceedings, according to Mr. Graber.

To conserve resources and achieve beneficial economies, and to
expedite resolution of the adversary proceedings that remain
pending, the Reorganized Debtors wish to exclusively pursue
certain Avoidance Actions based solely upon their business
judgment.

This matter will be presented to the Court today, July 30, 2008.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,      
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 129; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPHERIX INC: Share Rule Violation Cues Nasdaq to Delist Securities
------------------------------------------------------------------
Spherix Incorporated received written notification from NASDAQ
advising the company that the bid price of the company's common
stock for the last 30 consecutive business days had closed below
the minimum $1.00 per share required for continued listing on
NASDAQ.  This notice has no effect on the listing of the common
stock at this time.

Spherix has been provided an initial period of 180 calendar days,
or until Jan. 20, 2009, to regain compliance with the minimum
price requirement.  The notification further provides that NASDAQ
will provide written notification stating that the company has
achieved compliance if at any time before Jan. 20, 2009, the bid
price of its common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days.  Under certain
circumstances, NASDAQ has the discretion to require compliance for
a period in excess of ten 10 consecutive business days, but
generally such extended period does not exceed twenty 20
consecutive business days.

If the company does not regain compliance with this rule by Jan.
20, 2009, NASDAQ will provide notice to the company that its
common stock will be delisted from NASDAQ.  If the company
receives such a letter, the company will have an opportunity to
appeal the determination.

The company is considering seeking stockholder approval for a
reverse stock split to address the bid price deficiency.

                    About Spherix Incorporated
   
Headquartered in Beltsville, Maryland, Spherix Incorporated
(NASDAQ:SPEX) -- http://www.spherix.com/-- operated through two  
segments: InfoSpherix and BioSpherix prior to Aug. 15, 2007.
BioSpherix develops products for commercial applications, while
InfoSpherix provided contact center information and reservations
services for government and industry.  The company's focus is on
the non-food use of tagatose, which Spherix plans to market under
the name Naturlose.  Its principal efforts have been to explore
whether Naturlose is an effective treatment for Type 2 diabetes.


ST BERNARD: Completes Debt Refinancing, May Access $1.5MM Credit
----------------------------------------------------------------
St. Bernard Software Inc. completed its debt refinancing and
enhanced its line of credit with Partners for Growth II L.P.  The
agreement provides access to a $1.5 million revolving line of
credit that will be used to pay off a high interest rate bridge
note and provide access to additional working capital to support
the company's growth.

On July 21, 2008, St. Bernard entered into a Loan and Security
Agreement and certain other loan documents with Partners for
Growth, which became effective on July 23, 2008.  Pursuant to the
terms of the loan agreement, PFG provided St. Bernard with a
revolving line of credit in the amount not to exceed the lesser
of:

   (a) $1,500,000 at any one time outstanding; or

   (b) up to 30% of the amount of St. Bernard's aggregate Eligible
       Billings over a rolling three month period calculated
       monthly.

The annual interest rate on the Loan is set at Prime Rate, quoted
by Silicon Valley Bank as its Prime Rate from time to time, plus
3%.  St. Bernard is required to maintain a minimum borrowing
amount of at least $750,000 or pay PFG a minimum interest amount  
equal to $750,000, times the Applicable Rate, times the number of
days from the date of such failure to maintain the Minimum
Borrowing Amount to the maturity date.  Pursuant to the terms of
the loan agreement, St. Bernard paid PFG a one-time commitment fee
of $30,000 and agreed to reimburse PFG for PFG's reasonable
attorneys' fees in connection with the negotiation of the loan
agreement.

Subject to the requirement to maintain the minimum borrowing
amount or pay the minimum interest amount, St. Bernard may borrow,
repay and reborrow from time to time until the maturity date.
Proceeds of the initial loan amount will be used to pay all
indebtedness owing to Agility Capital LLC, with the remaining
amount to be used for working capital.

The loan agreement will terminate on July 20, 2010, on which date
all principal, interest and other outstanding monetary obligations
must be repaid to PFG.  The obligations under the loan agreement
are secured by a security interest in collateral comprised of
substantially all of St. Bernard's assets.

The loan agreement contains affirmative, negative and financial
covenants customary for credit facilities of this type, including,
among other things, limitations on indebtedness, liens, sales of
assets, mergers, investments, and dividends.  The loan agreement
also requires that St. Bernard maintain a Modified Net Income
greater than zero.  The loan agreement contains events of default
customary for credit facilities of this type and provides that
upon the occurrence and during the continuance of an event of
default, among other things, the interest rate on all borrowings
will be increased, the payment of all borrowings may be
accelerated, PFG's commitments may be terminated and PFG shall be
entitled to exercise all of its rights and remedies, including
remedies against the collateral.

A full-text copy of the agreement is available for free at
http://ResearchArchives.com/t/s?3029

In connection with the execution of the loan agreement, St.
Bernard issued a warrant to PFG on July 21, 2008, which allows PFG
to purchase up to 450,000 shares of St. Bernard common stock at an
exercise price equal to $0.46 per share.  The Warrant expires on
July 20, 2013.

A full-text copy of the warrants to purchase is available for free
at http://ResearchArchives.com/t/s?302a

The new agreement provides the company with several advantages,
including additional borrowing availability, dramatically reduced
interest rate, and greater flexibility in managing working
capital.

"We are pleased with the confidence that Partners for Growth has
shown in our growing business," Vince Rossi, president and CEO of
St. Bernard, said.  "Our continued delivery of operating results
has enabled us to establish this new relationship and gives us the
ability to better manage our growth.  This new credit facility
allows for greater flexibility, and will be used to support our
growth in 2008, and beyond."

                  About St. Bernard Software Inc

Headquartered in San Diego, California, St. Bernard Software Inc.
(OTC BB: SBSW) -- http://www.stbernard.com/-- provides security  
appliances and hosted solutions, including secure content
management and archiving.  The company sells and supports its
products directly and through solution partners worldwide.

St. Bernard Software Inc.'s consolidated balance sheet at
March 31, 2008, showed  $13,199,000 in total assets and
$21,281,000 in total liabilities, resulting in a $8,082,000 total
stockholders' deficit.


SUNCREST LLC: Committee Wants Chapter 11 Case Converted
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of SunCrest LLC asks the United States Bankruptcy Court for
the District of Utah in Salt Lake City to convert the Chapter 11
case of the Debtor to a Chapter 7 liquidation proceeding,
Bloomberg News reports.

According to Bloomberg, the Committee says that the sale, which
was approved in June 2008, by the Court, has no benefit to any
creditor other than Zion First National Bank.  As reported in the
Troubled Company Reporter on June 27, 2008, the bank made a credit
bid of at least $25,300,0000 beating an undisclosed bidder's
offer.  The Debtor owes $45,000,000 to Zion First.  

The Committee contends that the sale is meant for Zion First
to:

   -- exchange $25,000,000 of its secured debt;
   -- pay $250,000 cash; and
   -- assume the cost of curing contract defaults totaling
      $19,000,000.

The Committee's counsel, Bloomberg says, argued that there is not
enough cash left to pay the outstanding expenses of the Debtor's
Chapter 11 effort.

The Court has yet to set a date to consider the Committee's
conversion plea, Bloomberg notes.

                          About SunCrest

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in      
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  Joel T. Marker, Esq., at
McKay Burton & Thurman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 19 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors.  David
E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt
Lake City, Utah, represent the Committee in this case.  The Debtor
listed $46,442,365 in total assets and $96,587,367 in total debts.


SUPERIOR INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Superior Industries, Inc.
        33 Great Rd.
        P.O. Box 777
        Shirley, MA 01464

Bankruptcy Case No.: 08-42404

Chapter 11 Petition Date: July 28, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: David M. Nickless, Esq.
                     Email: dnickless.nandp@verizon.net
                  Nickless & Phillips, PC
                  625 Main St.
                  Fitchburg, MA 01420
                  Tel: (978) 342-4590
                  Fax: (978) 343-6383

Estimated Assets: $500,000 to $1,000,000

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

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

      http://bankrupt.com/misc/mab08-42404.pdf


SYNTAX-BRILLIAN: U.S. Trustee & Panel Balks at Sale Bid Procedures
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, and the
Official Committee of Unsecured Creditor object to a request to
approve proposed bidding procedures for the sale of certain assets
of Syntax-Brillian Corporation and its debtor-affiliates.

As reported in the Troubled Company Reporter on July 9, 2008, the
Debtors entered into an asset purchase agreement to sell certain
of their assets to Olevia International Group, LLC, which is under
common ownership with TCV Group.  Under the terms of the
agreement, Olevia International will assume $60 million of the
Debtors' secured debt obligations to Silver Point Finance LLC in
exchange for the purchased assets.  Silver Point committed to
provide up to $23 million in debtor-in-possession financing to
the Debtors under a certain DIP credit and guaranty agreement.  To
recall, the Debtors were allowed to access at least $7.5 million
in financing, on an interim basis.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?2f40

The U.S. Trustee and the Committee allege that the proposed sale
bid procedures contains unusual bidding protection in the event
the Debtors consummate the sale to another party.  The parties
point out that the $3 million break-up fee, or 5.8% of the
purchase price, is excessive.  The Committee asks the Court to
reduce the proposed amount of the break-up fee to $1.5 million.

The proposed 5.8% break-up fee doubles the 3% allowed in this
district, the U.S. Trustee contends.

Furthermore, any purchaser would be required to purchase Olevia
International's 51% interest in DigiMedia Technology Co., Ltd.,
other than the Debtors' assets, for $35 million under a competing
bid, the U.S. Trustee points out.  DigiMedia is a partner of the
Debtors.

Accordingly, the U.S. Trustee and the Committee ask the Court to
deny approval of the Debtors' proposed bid procedures.  A hearing
is set for July 30, 2008, at 11:00 a.m., to consider the parties'
request.

             Syntax-Brillian's Proposed Sale Protocol

Deadline for submitting competing offers is on Aug. 15, 2008, at
5:00 p.m. (Prevailing Eastern Time.)  Bid is accompanied by a cash
deposit in an amount equal to 10% of the purchase price.  

An auction will take place on Aug. 19, 2008, at 11:00 a.m., at the
law offices of Greenberg Traurig LLP, The Nemours Building, 1007
North Orange Street, Suite 1200 in Wilmington, Delaware.

A sale hearing is set for Aug. 20, 2008, to consider approval of
the Debtors' sale bid procedures.  Objections, if any, are due
Aug. 13, 2008.

The closing of the sale is expected to occur by Sept. 2, 2008.

                       About Syntax-Brillian

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 has
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


TIMOTHY RAGEN: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Timothy Michael Ragen
        300 Lee Boulevard
        Savannah, GA 31405

Bankruptcy Case No.: 08-41325

Chapter 11 Petition Date: July 25, 2008

Court: Southern District of Georgia (Savannah)

Debtors' Counsel: Richard C. E. Jennings, Esq.
                   (skipjenningspc@comcast.net)
                  Law Offices Of Skip Jennings, PC
                  115 W Oglethorpe Ave.
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at

           http://bankrupt.com/misc/gasb08-41325.pdf


TRADEWINDS AIRLINES: Files for Bankruptcy in Florida
----------------------------------------------------
TradeWinds Airlines Inc. filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code, before the U.S. Bankruptcy Court
for the Southern District of Florida in Miami, due to rising fuel,  
maintenance costs, and declining demand, various sources report.

The company listed assets of between $1 million and $10 million
and debts of between $10 million and $50 million, the reports say.

"[The company is] suffering from the same macro-economic
problems as other airlines, including the cost of fuel and
demand going down," a person familiar with the matter said. "[It]
is actually looking at several different strategies for
reorganization.  It's our intention to identify a bankruptcy exit
strategy within the next 60 days," this person relates.

According to Bloomberg News, other airlines who filed for
bankruptcy earlier this year includes:

   -- Aloha Airgroup Inc.;
   -- ATA Airlines Inc.;
   -- Skybus Airlines Inc.;
   -- Frontier Airlines Holdings Inc.; and
   -- Eos Airlines Inc.

"[The company] faced the perfect storm of adverse market
conditions," Bloomberg quoted Jeff Conry, chief executive officer
of TradeWinds, as saying.  "Fuel costs were at an all-time high,
capital and maintenance expenditures continued to increase, and
liquidity remained impaired."

TradeWinds Airlines, which is 77% owned by Watkins Aviation LLC,
has at least $30 million in secured debt, Bloomberg notes.  The
company owes approximately $5.6 million in claims to its unsecured
creditors, the report adds.

TradeWinds Airlines told the Court that it intends to reject five
leased 747s aircrafts of Boeing Co. that would save the company
roughly $1.7 million per month, Bloomberg says.

Scott Baena, Esq., of Bilzin Sumberg in Miami, represents the
company.

Reuters' Bill Berkrot reports that TradeWinds Airlines sued George
Soros on June 30, 2008, seeking to recover $54.9 million judgment
against C-S Aviation Services Inc., which is controlled by his
business partner, Pernendu Chatterjee.  The suit asserted that C-S
Aviation was grossly undercapitalized for the purpose of
defrauding potential judgment creditors, Mr. Berkrot says.

                     About TradeWinds Airlines

Headquartered at the Triad International Airport in Greensboro,
North Carolina, TradeWinds Airlines LLC -- http://www.tradewinds-
airlines.com/ -- operates A300-B4F freighter aircraft for domestic
and foreign customers.  The company has operations at Miami
International Airport and in Puerto Rico.


TRADEWINDS AIRLINES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: TradeWinds Airlines, Inc.
        5500 Northwest 36th Street, Room 586
        Miami, FL 33122

Bankruptcy Case No.: 08-20394

Related Information: Jeffrey Conry, president, filed the petition
                     on the Debtor's behalf.

Chapter 11 Petition Date: July 25, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Scott L Baena, Esq.
                  200 South Biscayne Boulevard 2500
                  Miami, FL 33131
                  Tel: (305) 350-2403
                  (sbaena@bilzin.com)

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/fasb08-20394.pdf


TRANSNATIONAL AUTO: May 31 Balance Sheet Upside-Down by $3.1MM
--------------------------------------------------------------
Transnational Automotive Group Inc.'s consolidated balance sheet
at May 31, 2008, showed $8,588,191 in total assets and $11,733,418
in total liabilities, resulting in a $3,145,227 stockholders'
deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,721,589 in total current assets
available to pay $11,733,418 in total current liabilities.

The company reported a net loss of $1,385,773 on total revenue of
$2,810,231 for the first quarter ended May 31, 2008, compared with
a net loss of $1,720,880 on total revenue of $1,580,043 in the
same period ended May 31, 2007.

Total revenue increased $1,230,188 or 78 % for the three month
period ended May 31, 2008, as compared to the three month period
ended May 31, 2007.  The increase in revenue over the prior year
period was attributed to the addition of 30 city buses during the
current quarter and $785,126 of government subsidies received in
the current period compared to $481,188 of government subsidies
received in the prior year period.  

The decrease in net loss for the three month period ended May 31,
2008, was attributed to the reduction in corporate overhead costs
compared to the previous year, and a decrease in financing costs
during the current quarter compared to prior year.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 31, 2008, are available for
free at http://researcharchives.com/t/s?301f

                          Going Concern

Kabani & Company Inc., in Los Angeles, expressed substantial doubt
about Transnational Automotive Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Feb. 29, 2008, and 2007.  
The auditing firm pointed to the company's significant loss for
the year ended Feb. 29, 2008, and working capital deficit.

As of May 31, 2008, the company has an accumulated deficit of
$19,761,959 as well as a working capital deficiency of $9,011,829.

                  About Transnational Automotive

Based in Los Angeles, Calif., Transnational Automotive Group Inc.
(OTC BB: TAMG) -- http://www.transauto-group.com/-- and its  
wholly-owned and majority-owned subsidiaries are engaged in the
development and operations of mass public transportation systems
in Cameroon, Africa.  The company's current operations are
comprised of an intra-city bus transit system in the capital city
of Yaounde under the brand name, LeBus, and an inter-city bus
transit system between Yaounde and Douala, known as LeCar.


TRICOM SA: Court Allows Use of Credit Suisse' Collateral
--------------------------------------------------------
At the behest of the Tricom, S.A. and its debtor-affiliates and
Credit Suisse International, the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation permitting
the Debtors to use the bank's collateral, which consists of real
properties and telecommunications equipment securing the
$25,529,781 loan the Debtors obtained from the bank.

As of the petition date, Tricom had made all interest payments
required under the secured debt documents.  However, Tricom has
not made any postpetition interest payments to Credit Suisse.
Subsequent to the petition date, the Debtors have continued to
use the Credit Suisse collateral in the ordinary course operation
of their businesses.  

In return for the continued use of the collateral, the Debtors
shall pay to Credit Suisse:

   (a) amounts corresponding to the interest that would accrue on
       the bank's secured claims for $25,529,781 at the contract
       rates for each month beginning March 2008; and

   (b) fees and expenses of Credit Suisse's counsel.

If the Debtors fail to make timely payments, they have to cure
the default within seven days after receiving a notice of default
from Credit Suisse.

In consideration of the Ad Hoc Committee of Unsecured Creditors'
suggestion, the Court ruled that all payments made by the Debtors
will be considered payment in full of all accrued postpetition
interest on account of Credit Suisse's secured claims in the
event their Prepackaged Joint Chapter 11 Plan, or any other plan
providing similar treatment of the bank's secured claims, is
confirmed and becomes effective.

The parties agreed that Credit Suisse will not be allowed to seek
(i) additional postpetition interest; (ii) interest at any rate
other than the non-default contract rate on any unpaid
installment of interest; and (iii) penalties, fees or costs under
the secured debt documents other than those provided for under
the stipulation and the Plan Support and Lock-up Agreement.

                     About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Court Adjourns Plan Status Conference Hearing to Aug. 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
adjourns the hearing scheduled for August 6, 2008, to August 7,
2008.  Matters to be discussed at the August 7 hearing include the
status conference on the confirmation of the Debtors' Prepackaged
Joint Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on July 8, 2008, the
Court adjourned to an indefinite date the hearing to consider
confirmation of Tricom S.A. and its U.S. affiliates' Prepackaged
Chapter 11 Plan and approval of the Disclosure Statement
explaining the Plan.  The Court said, however, did not reset the  
August 6, 2008 status conference hearing on issues related to the
Plan confirmation.

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


UBS AG: May Be Forced to Buy Back $25BB Illiquid Securities
-----------------------------------------------------------
UBS AG's U.S. units -- UBS Securities LLC and UBS Financial
Services Inc. -- are facing a multi-billion U.S. dollar securities
fraud lawsuit filed by Attorney General Andrew M. Cuomo against
the firms.

The lawsuit charges UBS with falsely selling and marketing auction
rate securities as safe, highly liquid, and cash-equivalent
securities.  However, Mr. Cuomo said the representations were
deceptive as the auction rate securities market came under
tremendous strain, leaving the securities with mounting liquidity
risks that eventually blocked thousands of customers across New
York and the nation from accessing their holdings.

According to Mr. Cuomo, UBS customers are currently holding more
than $25 billion in illiquid, long-term paper as a result of UBS's
fraudulent misrepresentations and illegal conduct.

Mr. Cuomo's investigation into UBS also discovered that as the
securities market started to collapse, the bank's top executives
quickly sold-off US$21 million in personal holdings of auction
rate securities, but continued to market the securities to its
consumers.  Internal UBS e-mails subpoenaed by Cuomo detail top
executives' efforts to sell-off personal holdings of auction rate
securities.

"Not only is UBS guilty of committing a flagrant breach of trust
between the bank and its customers, its top executives jumped ship
as soon the securities market started to collapse, leaving
thousands of customers holding the bag," said Mr. Cuomo.  "Today
we bring the first nationwide lawsuit against UBS, seeking to
recover billions of dollars for customers and sending a resounding
message to the rest of the industry that this type of deceptive
behavior will not be tolerated."

Mr. Coumo stated that UBS misrepresented the risks of auction rate
securities to its retail clients and other customers.  UBS
Financial Advisors marketed auction rate securities to UBS
customers as liquid, short-term investments that were similar to
money market instruments with interest rates that would reset at
periodic auctions based on the bids submitted by market
participants.  Customers then received account statements that
identified auction rate securities as cash equivalent securities.  
UBS's representations were false; in fact, UBS knew that the
auction rate securities market was becoming increasingly strained
and that UBS was considering various options with respect to
auction rate securities, including letting auctions fail.

Mr. Coumo went on to say that UBS's fraudulent sales practices
proved effective - UBS stood out as a market leader in auction
rate securities sales.  As of February 2008, UBS had more than
50,000 customer accounts holding auction rate securities,
including over 7,000 New York customer accounts.  On February 13,
2007, UBS stopped supporting its auctions, and UBS customers
learned, much to their shock and dismay, that they could not get
access to billions in what they believed was as liquid as cash.

In the final months of 2007 and in the early weeks of 2008, Mr.
Coumo said UBS's management became increasingly concerned with the
unsustainable growth in its holdings of auction rate securities
and its need to support auctions in order to avoid auction
failures.  UBS created an auction rate securities working group
specifically to address the floundering market.  During this
period, UBS also looked for ways to have its financial advisors
sell auction rate securities and lessen the mounting pressure of
UBS's growing inventory.  While many options were discussed, the
only one that was repeatedly implemented was to re-double sales
efforts to UBS clients.

Mr. Coumo also noted that despite UBS's aggressive marketing of
auction rate securities to consumers, the bank's top management
continued to demonstrate serious concern over the health of the
overall market.  Furthermore, at least seven working group members
sold a collective US$21 million of their personal auction rate
securities after the working group had been formed.

Mr. Coumo's lawsuit seeks to require UBS to buy back auction rate
securities from defrauded customers at par.  It also seeks
disgorgement of ill-gotten gains, restitution and other damages,
and injunctions from further violations of New York's Martin Act.  
The lawsuit was filed in the Supreme Court of New York, New York
County.

The case is being handled by Assistant Attorneys General Pamela
Lynam Mahon, Ethan Zlotchew, and Christopher Mulvihill, as well as
Economist for the Division of Economic Justice Kitty Kay Chan,
under the supervision of Investor Protection Bureau Chief David A.
Markowitz and Executive Deputy Attorney General for Economic
Justice Eric Corngold.

                          UBS Responds

The bank will "vigorously defend" itself against the allegations
in the suit, and "categorically rejects any claim that the firm
engaged in a widespread campaign" to shift auction-rate debt off
its books and into client accounts, UBS spokeswoman Karina Byrne
said in an e-mailed statement sent to Bloomberg News.

"While UBS does not believe that there was illegal conduct by any
employee, we have found cases of poor judgment by certain
individuals and are evaluating appropriate disciplinary measures
for these individuals," Ms. Byrne added.

               UBS Offers to Repurchase US$3.5 Bil.
                   of Auction Preferred Stock

UBS said in a July 15 press statement that it is actively
developing a structure that would offer to purchase any and all
auction preferred stock issued by registered closed-end tax-exempt
funds and held by eligible UBS advisory and brokerage clients in
their UBS accounts.  If this structure is implemented and the
offer is consummated, UBS clients who accept the offer will
receive cash in an amount equal to the liquidation preference of
their auction preferred stock plus any accrued and unpaid
dividends (which is the amount they would receive if auctions for
these securities were clearing).  Implementation will be subject
to a number of transactional structuring factors, including
compliance with all applicable legal requirements. In order to be
eligible for this offer, the auction preferred stock must have
been held in the client's UBS account on July 15, 2008.

These offers, if consummated, are intended to be financed by the
net proceeds of remarketed preferred securities to be issued in
one or more private placements by a newly-created Trust.  This
Trust will be controlled by UBS and will be consolidated in UBS's
consolidated financial statements.  The Trust Preferred will pay a
dividend rate that will reset based on weekly remarketings
performed by a designated remarketing agent.  The Trust Preferred
will be supported by a Liquidity Put or similar demand feature
provided by UBS or another highly rated bank.  It is anticipated
that the Trust Preferred and the accompanying Liquidity Puts will
be eligible for investment by money market funds.

Auction preferred stock is a preferred equity security that pays
dividends that are reset by an auction typically held every seven
or 28 days.  These auctions have consistently been failing since
February 2008.  Consequently, many holders desiring to sell these
securities, including UBS clients, have been unable to do so,
although dividends continue to be paid at pre-determined maximum
rates.

On July 15, 2008, UBS clients held an aggregate of approximately
US$3.5 billion of auction preferred stock issued by registered
closed-end tax-exempt funds in their UBS accounts (valued at
liquidation preference).

The proposed structure, and the proposed offer to UBS's clients,
are intended to be fully supportive of ongoing industry efforts to
resolve liquidity issues regarding auction preferred stock.

UBS clients who elect not to sell their auction preferred stock in
the proposed offer would retain their ability to sell in
connection with implementation of any prospective industry
proposals referred to above, as part of any redemptions by the
issuing funds or in secondary market transactions.  However, there
can be no assurance when, or if, any of these alternatives will be
available to holders of auction preferred stock.

                          About UBS AG

Based in Zurich, Switzerland, UBS AG -- http://www.ubs.com/-- is  
a global provider of financial services for wealthy clients.  
UBS's financial businesses are organized on a worldwide basis into
three Business Groups and the Corporate Center.  Global Wealth
Management & Business Banking consists of three segments: Wealth
Management International & Switzerland, Wealth Management US and
Business Banking Switzerland.  The Business Groups Investment Bank
and Global Asset Management constitute one segment each.  The
Industrial Holdings segment holds all industrial operations
controlled by the Group.  Global Asset Management provides
investment products and services to institutional investors and
wholesale intermediaries around the globe.  The Investment Bank
operates globally as a client-driven investment banking and
securities firm.  The Industrial Holdings segment comprises the
non-financial businesses of UBS, including the private equity
business, which primarily invests UBS and third-party funds in
unlisted companies.


UNICO INCORPORATED: Chairman Ray C. Brown Buys 39,768 More Shares
-----------------------------------------------------------------
Unico Incorporated disclosed that chairman Ray C. Brown purchased
39,768 shares of Unico common stock at a price of $0.096 per
share.  The purchase brings the total number of common shares that
Mr. Brown owns to 72,223.

Unico also reported additional improvements and repairs that have
been made as a result of testing of the completed floatation
circuit at the mill and processing facility at the Deer Trail Mine
in Marysvale, Utah.  The improvements were undertaken in order to
facilitate more effective and efficient operations at the mill,
and the company looks forward to the next steps at the facility,
which are expected to include the production of concentrate.

"I am pleased to add to my common stock position in Unico as the
company is preparing to initiate processing operations at the Deer
Trail mill facility," Mr. Brown commented.  "Management believes
that this property has tremendous potential, and we look forward
to seeing additional progress at the site."

Based in San Diego, California, Unico Inc. (OTC BB: UNCO)
-- http://www.unicomining.com/-- is a publicly traded natural   
resource company in the precious metals mining sector that is
focused on the exploration, development and production of gold,
silver, lead, zinc, and copper concentrates at its two mine
properties: the Deer Trail Mine and the Silver Bell Mine.

As reported in the Troubled Company Reporter on July 21, 2008,
Unico Incorporated's consolidated balance sheet at May 31, 2008,
showed $6,644,783 in total assets and $16,809,803 in total
liabilities, resulting in a $10,165,020 stockholders' deficit.

At May 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $46,724 in total current assets
available to pay $16,809,803 in total current liabilities.

                       Going Concern Doubt

HJ Associates & Consultants LLP, in Salt Lake City, expressed
substantial doubt about Unico Incorporated's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Feb. 29, 2008.  The
auditing firm pointed to the company's significant losses,
accumulated deficit and deficit in working capital.

The company has incurred losses of $62,436,208 from its inception
through May 31, 2008.  It has not established any revenues with
which to cover its operating costs and to allow it to continue as
a going concern.   


USA SPRINGS: Taps Two Law Firms as Counsel; U.S. Trustee Objects
----------------------------------------------------------------
USA Springs Inc. asks the U.S. Bankruptcy Court for the District
of New Hampshire for authority to employ the law firms of Hyatt &
Flynn PLLC and Munroe & Chew as counsel.

Hyatt Flynn and Munroe Chew will mainly give the Debtor legal
advice with respect to its duties, obligations and powers as
Debtor and perform all other legal that may be necessary and
appropriate in furtherance of the Debtor's duties, obligations or
powers.

Munroe & Chew will be working together with Hyatt Flynn in
connection with the Debtor's Chapter 11 case and may share fees
received by it with that law firm.  On June 25, 2008, Munroe &
Chew received $4,500 from the Debtor representing advance payment
in the Debtor's bankruptcy case.

Munroe and Chew's attorneys currently bill at $220 to $300 per
hour, $105 per hour for paralegals.  Earl D. Munroe, Esq.,
currently bills at $300 per hour.  Hyatt Flynn did not provide the
Court with a schedule of its fees.

Earl D. Munroe, Esq., a partner at Munroe Chew, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtor or the Debtor's estate.    

Tto the best of the Debtor's knowledge, neither the law firm of
Hyatt Flynn nor the firm of Munroe & Chew have any connection with
the Debtor, its creditors, or any other party in interest, or
their respective accountants or attorneys, which will represent an
interest adverse to the estate.

                  United States Trustee Objects

On July 16, 2008, the United States Trustee for Region 1, objected
to the employment of Hyatt Flynn and Munroe Chew by the Debtor,
claiming that in order for a professional to be employed, the
application must be accompanied by a "verified statement of the
person to be employed, setting forth the person's connections with
the Debtor, creditors, and other party in interest, their
respective attorneys and accountants, the United States Trustee,
or any person employed in the Office of United States Trustee.",
pursuant to Bankruptcy Rule 2014.  

The United States Trustee tells the Court that there is no
corresponding Rule 2014 Statement given by Armand M. Hyatt, Esq.,  
and because of this, the application cannot be approved.  The
United States Trustee further tells the Court that at the
organizational meeting of the Debtor's twenty largest unsecured
creditors, Mr. Hyatt reported that he is a minority shareholder in
the Debtor.

In view of the foregoing, the United States Trustee has requested
the Court to deny the Debtor's request at it pertains to the
employment of Hyatt Flynn, and require Mr. Hyatt to state all
parties to his fee agreement, and for such other and further
relief as is just.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  When the Debtor filed for protection from its
creditors, it listed estimated assets of between $50 million and
$100 million, and estimated debts of between $10 million to $50
million.


USA SPRINGS: U.S. Trustee Names 3-Member Creditors Panel
--------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, the United
States Trustee for Region 1 appointed three members to the
Official Committee of Unsecured Creditors in USA Springs Inc.'s  
Chapter 11 case.

The Creditors Committee consists of:

   (1) W.C. Cammett Engineering Inc.
       Attn: Tim Cammett, Controller
       297 Elm Street
       Amesbury, MA 01913
       Tel: (978) 388-2157
       Fax: (978) 388-0428
      
   (2) DIOM, LLC
       Attn: Steven Collins, President
       5 Tsienneto Road, Suite 78
       Derry, NH 03038
       Tel: (603) 231-0679
       Fax: N/A
       Email: DIOM@comcast.net
      
   (3) NHSC Inc.
       Kenneth B. Bailey, Business Manager
       202 Kent Place
       Newmarket, NH 03857
       Tel: (603) 659-3559
       Fax: (603) 659-7750
       Email: kbailey@nhsc.net

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of between $50 million
and $100 million, and estimated debts of between $10 million to
$50 million.


USA SPRINGS: Creditors Panel May Retain Harman Law as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire has
granted permission to the Official Committee of Unsecured
Creditors appointed in USA Springs Inc.'s Chapter 11 bankruptcy
case to employ Terrie Harman, Esq. and the law firm of Harman Law
Offices, as its counsel.

The Harman Law Offices will mainly advise the Committee with
respect to its powers and duties in the Debtor's Chapter 11 case,
as well as assist the Committee in analyzing and negotiating any
plan of reorganization filed in the Debtor's case.

Terrie Harman, Esq., the owner of the law firm of Harman Law
Offices, assured the Court that his firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code, and that the firm does not hold any interest materially
adverse to the Debtor, the Debtor's estate, and the Committee.

The customary hourly rate charged by Terrie Harman is $260.00, and
other rates are charged by timekeepers at rates beginning at
$75.00 per hour which charges are billed and allocated to the
specific matter for which services are rendered.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of between $50 million
and $100 million, and estimated debts of between $10 million to
$50 million.


USA SPRINGS: Files Schedules of Assets and Liabilities
------------------------------------------------------
USA Springs Inc. filed with the U.S. Bankruptcy Court for the
District of New Hampshire, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             ------------   -----------
  A. Real Property                $ 27,000,000
  B. Personal Property             100,000,335
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $10,771,330
     Secured Claims                                       
  E. Creditors Holding                                12,000
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                             3,130,571
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $127,000,335   $13,913,901

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of between $50 million
and $100 million, and estimated debts of between $10 million to
$50 million.


VERSO TECHNOLOGIES: Mulls Sale of Switching Business to Pay Debts
-----------------------------------------------------------------
Verso Technologies Inc. and its debtor-affiliates are planning a
fourth sale of its assets under chapter 11 proceeding, Ben Fidler
writes for The Deal.  The assets for sale include voice-over-
Internet-protocol applications and switching business, known as
Softswitch, enabling end-to-end IP communications, The Deal says.

The Deal relates that the Debtors have not named a stalking horse
bidder but will do so prior to the sale, Ashley Ray, Esq., at
Scroggins & Williamson said.  Mr. Ray asserted that the auction
and sale hearing dates will be disclosed after the U.S. Bankruptcy
Court for the Northern District of Georgia issues an order
approving the proposed bidding procedures, The Deal notes.

The Deal says that the Debtors generated nearly $8 million from
three previous sales.  According to the Deal, Verso had sold off
its Verilink and iMarc products to Communications Test Design Inc.
for $3.4 million; its Mobile Blackhaul business to Comtech EF Data
Inc. for $3.84 million; and some of its intellectual property to
Foundry Networks Inc. for $500,000.  The Debtors used the sale
proceeds to pay part of its debts, including a $6.54 million owed
to senior lender, Laurus Master Fund Ltd., The Deal adds.  
Laurus's debt has not been fully satisfied.

                     About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides    
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.08-
67659).  J. Robert Williamson, Esq., at Scroggins and Williamson,
represents the Debtors in their restructuring efforts.  The
Debtors selected Logan and Company Inc. as their claims agent.  
The Debtors proposed to hire John L. Palmer at
NachmanHaysBrownstein Inc. as their chief administration officer.  
The U.S. Trustee for Region 21 appointed creditors serve on an
Official Committee of Unsecured Creditors.  Darryl S. Laddin,
Esq., at Arnall Golden Gregory LLP, and Michael S. Fox, Esq., at
Olshan Grundman Frome Rosenzweig & Wolosky LLP, represent the
Committee in these cases.  When the Debtors filed for protection
against their creditors, they listed total assets of $34,263,000
and total debts of $36,657,000.


VERTIS HOLDINGS: Court to Consider Chapter 11 Plan on August 26
---------------------------------------------------------------
ACG Holdings, Inc., informs parties-in-interest in a notice filed
in its bankruptcy proceedings that Judge Christopher S. Sontchi
will convene a hearing on August 26, 2008, at 10:00 a.m, to
consider compliance of the Joint Prepackaged Plan of
Reorganization of ACG Holdings, Inc., Vertis Holdings, Inc., and
their respective debtor-affiliates with the disclosure and
confirmation requirements under the Bankruptcy Code.

The Joint Plan and its accompanying disclosure statement were
filed by ACG and Vertis on July 15, 2008.  The Plan contemplates a
merger of the Vertis Debtors and the ACG Debtors and a
comprehensive financial restructuring of the ACG Debtors'
existing equity and debt structures.

Any objections to the Joint Plan must be filed with the Court no
later than August 19, 2008.  It must be in writing, state the
name of the objection party, and state with particularity the
basis and nature of any objection to the Plan.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets $100 million to
$500 million and estimated debts of $500 million to $1 billion.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print  
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


VERTIS HOLDINGS: Wants Filing of Schedules Extended to Sept. 25
---------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, Vertis Holdings, Inc.
and ACG Holdings, Inc., and their debtors-affiliates are required
to file, within 15 days of their bankruptcy filing:

   -- schedules of assets and liabilities,
   -- schedules of executory contracts and unexpired leases,
   -- lists of equity holders,
   -- schedules of current income and expenditures, and
   -- statements of financial affairs.

However, Rule 1007-1(b) of the Local Rules of Practice and
Procedure for the United States Bankruptcy Court for the District
of Delaware, provides that if the total number of creditors in a
debtor's Chapter 11 case exceeds 200, the debtor must file the
Schedules and Statements within 30 days of the Petition Date.

Vertis and ACG are currently required to file their Schedules and
Statements by August 14, 2008.

Vertis, however, notes that the preparation of the Schedules and
Statements that relate to more than its 50,000 creditors will
require significant expenditure of time and effort.

Similarly, ACG asserts that given the large number of its
creditors, the complexity of its businesses and its limited
staffing, the 30-day extension period under Local Rule 1007-1(b)
is not sufficient.

For these reasons, Vertis asks the Court to extend the time
within which it may file its Schedules and Statements through and
including September 25, 2008.  ACG asks the Court to extend
its schedules and statements filing deadline, through and
including September 29, 2008.

In the event ACG seeks to establish a claims bar date, the Debtor
seeks to have its Schedules and Statements filing deadline
extended to a date that is 10 days after the filing of a Bar Date
motion.

Moreover, Vertis and ACG ask Judge Christopher S. Sontchi to
permanently waive the requirement for them to file the Schedules
and Statements upon the effective date of their Prepackaged Plan
of Reorganization.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors they listed estimated assets $100 million to
$500 million and estimated debts of $500 million to $1 billion.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print  
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.


XM SATELLITE: Launches Offering of $400 Million New Senior Notes
----------------------------------------------------------------
XM Satellite Radio Holdings Inc. has launched an offering of
$400 million aggregate principal amount of new senior notes.  The
offering is part of a series of transactions to refinance certain
debt of XM in connection with the pending merger with SIRIUS
Satellite Radio Inc.

The offering will be structured in a manner that will permit it to
be unwound if the merger is not consummated.  The closing of the
pending merger remains subject to the approval from the Federal
Communications Commission and satisfaction of other applicable
conditions.

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite       
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

At June 30, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.9 billion in total liabilities,
and $60.2 million in minority interest, resulting in a roughly
$1.2 billion stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM Satellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


XM SATELLITE: S&P Keeps Dev. Watch After Approval of Sirius Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Washington, D.C.-based XM Satellite Radio Holdings Inc. and
subsidiary XM Satellite Radio Inc., including the 'CCC+' corporate
credit rating, remain on CreditWatch with developing implications,
where S&P placed them on March 4, 2008.
     
The proposed merger between XM and Sirius Satellite Radio Inc.
(CCC+/Watch Dev/--) was approved by the FCC on July 25, 2008.
CreditWatch Developing indicates that S&P may raise, lower, or
affirm ratings.  S&P could raise the ratings if the proposed
merger is accompanied by significant refinancing and cost
rationalization.  S&P could lower the ratings with or without a
merger if sizable maturities are not addressed and if the company
cannot progress rapidly toward consistent positive discretionary
cash flow.  S&P initially placed the ratings on CreditWatch on
Feb. 20, 2007, then with positive implications, based on the
company's definitive agreement to an all-stock "merger of equals"
with Sirius Satellite Radio.
     
At the same time, Standard & Poor's also assigned its 'CCC-'
rating to XM Satellite Radio Inc.'s proposed $550 million Rule
144A exchangeable senior subordinated notes due 2014, and placed
the rating on CreditWatch with developing implications, along with
the other ratings on the company.
     
"We believe a combined company could achieve significant initial
operating cost savings," said Standard & Poor's credit analyst Hal
F. Diamond.  A merger would also entail much longer term capital
investments to rationalize and consolidate the two satellite and
terrestrial infrastructures before all expected cost savings could
be realized.


* Moody's Reports: U.S. Credit Card Performance Mixed in May
------------------------------------------------------------
For May 2008, U.S. credit card performance, as tracked by Moody's
Credit Card Indices, was mixed. Moody's Indices track key
performance metrics of over $457 billion of U.S. bank credit card
loans backing securities rated by Moody's.

The credit card industry is in the midst of a challenging period
and collateral performance will likely get worse before it gets
better. For some trusts, a further weakening of the collateral
performance may put downward rating pressure on some outstanding
credit card ABS ratings — especially those relating to subordinate
classes.

Nonetheless, from an historical perspective excess spread, which
is essentially the difference between the revenues and expenses in
a securitized transaction, remains, on average, relatively high.
In the credit card securitization market, excess spread is a
keenly watched indicator of the relative strength of a given
credit card trust. That's because when the three-month average
excess spread falls below zero, the related bonds typically begin
to amortize ahead of schedule.

In May, the excess spread index was 7.09%. With the excess spread
index at this level, most trusts are positioned to absorb
substantial further deterioration in collateral performance before
hitting a performance-based early amortization event. For example,
holding all other performance metrics constant, charge-off rates
could theoretically double on an average transaction from where
they are today (6.41%) before causing an early amortization event.

Moody's believes that the charge-off rate index is poised to
surpass the peaks following previous recessions due to fundamental
(i.e., challenging economic headwinds) and technical (i.e.,
normalization of bankruptcy filings) factors. In May, the charge-
off rate index rose to 6.41% and has risen sequentially (month
over month) for the past eight months. After the last two economic
contractions, in 1991 and 2001, charge-off rates peaked at just
over 7%.

The delinquency rate, often a harbinger of the near-term trend in
future charge-off rates, fell sequentially (month over month) for
the second month in a row, though it was still up on a year over
year basis. Early stage delinquencies remain relatively stable;
however, delinquency roll rates and the proportion of late stage
delinquencies remain comparatively high. That is, once cardholders
fall behind on their credit card payments, it is increasingly
difficult for them to become current again.

In May, the payment rate index was 18.60% - more than a point
higher than last month, but still down compared to a year ago. The
payment rate is a measure of cardholders' willingness and ability
to repay their credit card debt; therefore, the higher the payment
rate, the stronger the credit, all other thing's being equal. On
average, the payment rate has fallen this year compared to last as
rising prices for necessities like food and fuel have made it
increasingly difficult for cardholders to maintain credit card
payments within the historically high range of 18% to 20%.

The sequential improvement in the delinquency and payment rates
may have been an indirect result of the economic stimulus payments
mailed to more than 130 million households. It is doubtful that
this sequential improvement will continue for long if the economy
does not improve in the second half of the year.

For the third month in a row, the average yield index on credit
cards dropped from its year-earlier rate. May yield was 18.16%,
down from 19.15% a year ago. Since September 2007, the Fed has cut
its key Fed Funds Rate by a total of 3.25%. Over the same period
of time, the yield on credit card portfolios has slid by just over
1.0%, indicating that the drop in interest rates has been passed
through to cardholders on a lagged and muted basis. Risk-based re-
pricing and the presumed increase in late fee revenues (as
delinquency rates have risen) have helped to maintain yield at its
current level while interest rates have fallen. Even variable rate
cards, which typically adjust to the Prime or LIBOR rate, have
"floor" rates below which rate drops will not be passed on to
cardholders.

These findings are detailed in Moody's Credit Card Credit Indexes
for May 2008.

MAY 2008 CHARGE-OFF RATE ROSE TO 6.41%

The May charge-off rate rose to 6.41%, up 37% from the rate a year
ago, 4.68%. The rise in May marks the seventeenth consecutive
month of year-over-year increase and the eighth consecutive month
of month-over-month increase.

The charge-off rate measures those credit card account balances
written off as uncollectible as an annualized percent of total
loans outstanding.

MAY 2008 DELINQUENCY RATE ROSE TO 4.47%

The May 2008 delinquency rate, which measures the proportion of
account balances for which a monthly payment is more than 30 days
late as a percent of total balances, rose to 4.47% from 3.68% a
year ago. However, the delinquency rate index fell month to month
for the second consecutive month in May.

MAY 2008 PAYMENT RATE FELL TO 18.60%

In May 2008, cardholders paid back, on average, 18.60% of their
credit card debts -- about 4.9% lower than last year's May rate of
19.55%. The drop in May marks the tenth consecutive month of year-
over-year decrease.

MAY 2008 YIELD FELL TO 18.16%

Yield (the annualized percentage of income, primarily finance
charges and fees, collected during the month as a percent of total
loans) fell to 18.16% from 19.15% a year ago. The drop in May
marks the third consecutive month of year-over-year decrease.
Prior to this the yield experienced eleven consecutive month of
year-over-year increase.

MAY 2008 EXCESS SPREAD FELL TO 7.09%

The one-month excess spread, which is the yield less the expenses
of the related credit card asset-backed transactions (e.g. coupon,
servicing fee and charge-offs), dropped to 7.09% in May from its
year-prior level of 7.60%. However, the excess spread remains
relatively high by historical standards -- the long-term average
excess spread margin is 5.82%.


* S&P Says Distress Ratio on US Investment-Grade Hits 252 Bps
-------------------------------------------------------------
Standard & Poor's U.S. investment-grade composite credit spread
tightened to 252 basis points on Friday, still 68% wider than at
the five-year moving average and 24% wider than the beginning of
the year.  With continued pressure on financial institutions and
banks, investment-grade credit spreads are expected to remain
range-bound at present high levels.
     
Standard & Poor's U.S. speculative-grade composite credit spread
also tightened, though more subtly, to 731 bps. By comparison,
this is 27% wider than the start of the year and 72% wider than
the five-year moving average.  The speculative-grade credit spread
is poised for continued volatility, commensurate with an
escalation in speculative-grade defaults over the course
of this year.


* S&P Says Oil and Gas Industry Continues to Thrive on High Prices
------------------------------------------------------------------
Upgrades in the oil and gas industry continue to outpace
downgrades by almost a 5 to 1 margin.  Most companies in the
sector are benefiting from the high prices for oil and natural
gas, according to an article, "Ratings Roundup: High Prices Boost
Global Oil And Gas Credit Quality, But Refiners Are Feeling The
Heat."
     
While exploration and production and oilfield services companies
are enjoying the dizzying price of crude oil, refiners are taking
a hit.  Soaring crude prices and weakening gasoline demand in the
U.S. have collapsed once lofty margins and deteriorated cash flows
for refining companies.
     
"E&P will report robust earnings for the first half of 2008 and
oilfield services financial measures should continue to be strong,
but the refining and marketing sector will struggle," said
Standard & Poor's credit analyst Paul Harvey.
     
Speculative-grade issuers have benefited the most from the robust
hydrocarbon prices.  In the first half of 2008, 15 of 21 upgrades
and 21 of 24 positive outlook revisions were in the speculative-
grade sector, which has a greater focus on near-term financial
performance.  Strong cash flows have allowed companies to pursue
internal and acquisition-based growth, while maintaining healthy
financial measures. The positive ratings trend is likely to
persist as both E&P and service companies continue to generate
above average financial measures and solid growth.


* Chadbourne & Parke Names London and NY Lawyers as Partners
------------------------------------------------------------
Chadbourne & Parke LLP named David Gallai, Jennifer Handz, Dennis
Hopkins and Scott Naidech as LLP partners in the firm.

"These four new partners exemplify the high quality of attorneys
across Chadbourne's practices," Charles K. O'Neill, managing
partner, said.  "They have impressed clients and colleagues with
their outstanding legal skills and dedication to client service.  
I have followed their careers closely and congratulate each of
them on this major achievement."

Mr. Gallai, New York Office, Employment and Employee Benefits.
Mr. Gallai practices in the areas of employment counseling,
executive compensation, and employee benefits.  He advises
management on issues such as compliance with anti-discrimination,
employee-leave, and related statutes, reductions in force,
workplace policies and procedures, employee discipline and
discharge, and wages and hours issues.  He also advises clients on
a broad range of executive compensation and employee benefit
matters, including non-qualified deferred compensation
arrangements.  He was a Chadbourne summer associate in 1998 and
has been a Chadbourne associate since 1999.  Mr. Gallai received a
B.A., cum laude, from the University of Pennsylvania in 1996 and a
J.D., cum laude, from the Georgetown University Law Center in
1999.

Ms. Handz, London Office, Russia and the CIS.  Ms. Handz is a
banking and finance specialist with a broad range of experience in
project finance, secured and unsecured lending including
acquisition financing, equity financing and restructuring focusing
on Russia and the CIS, well as central and eastern Europe.  She
has represented lenders and borrowers on transactions in the
property, telecommunications, oil and gas, municipal
infrastructure, steel and manufacturing sectors.  Ms. Handz had
been an MNP partner in Chadbourne & Parke in London.  Prior to
joining the firm in 2006, she had been a senior counsel with the
European Bank for Reconstruction and Development in London.
Ms. Handz received both an LL.B. and a B.Juris. from the
University of Western Australia in 1985.

Mr. Hopkins, New York Office, Intellectual Property.  Mr. Hopkins
focuses his practice on all aspects of intellectual property, with
an emphasis on patent, copyright and trade secret litigation.  He
has significant experience in all phases of IP litigation,
including mediations, trials and appeals.  In addition,
Mr. Hopkins' practice includes counseling clients on issues
relating to litigation strategies and intellectual property
management.  His IP experience also includes drafting and
negotiating agreements and licenses, preparing written opinions,
and providing general IP counseling to clients, including
counseling on patent, copyright, trade secret and trademark
matters.  Prior to joining Chadbourne, Mr. Hopkins was an
associate with Orrick, Herrington & Sutcliffe LLP in New York.  He
received a B.S. in nuclear physics/engineering from the United
States Military Academy at West Point in 1988 and a J.D. from
Rutgers University School of Law in 1998.

Mr. Naidech, New York Office, Corporate.  Mr. Naidech represents
an array of private fund sponsors in the structuring,
establishment and operation of their funds.  He has formed buyout,
growth capital, real estate and venture capital funds ranging in
size from $100 million to over $16 billion of committed capital,
including both geography-focused and industry-focused funds.  In
addition to private funds, Mr. Naidech advises clients on a number
of other complex business transactions, including leveraged
buyouts, recapitalizations, acquisitions and divestitures, as well
as general corporate matters.  Prior to joining Chadbourne as
counsel, he practiced with Kirkland & Ellis LLP and Linklaters
LLP, where he worked extensively with a number of prominent fund
sponsors.  Mr. Naidech received a B.A. from Emory University in
1994, a J.D. from Temple University's Beasley School of Law in
1997 and an LL.M. from the Georgetown University Law Center in
1999.

                    About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal  
services, including mergers and acquisitions, securities, project
finance, private funds, corporate finance, energy, communications
and technology, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The firm has offices in
New York, Washington, DC, Los Angeles, Houston, Mexico City,
London, Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and
Beijing.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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.

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