TCR_Public/080828.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 28, 2008, Vol. 12, No. 205           

                             Headlines

AFFINITY TECHNOLOGY: Downplays Bankruptcy Filing, The Deal Reports
AGCO CORP: S&P Holds 'BB+' on Better Operating Performance
ALPHA FACTORS: Case Summary & Two Largest Unsecured Creditors
A & M DEVELOPMENT: Voluntary Chapter 11 Case Summary
AMERICAN HOME: Maturity of WL Ross Loan Facility Moved to November

AMERICAN HOME: Inks Deal with BofA on Collateral-Related Matters
AMERICAN HOME: Exclusive Plan Filing Period Extended to Sept. 2
AMERICAN HOME: AHM Servicing Amends $17MM Payment Request
AMERICAN HOME: Indymac Bank Moves $30.9MM Claim to Federal Deposit
AMERICAN IRONHORSE: To Auction Excess Parts on September 12

AMORTIZING RESIDENTIAL: Moody's Junks Five Class Certificates
APARTMENT REALTY: Case Summary & Two Largest Unsecured Creditors
ASARCO LLC: Americas Mining Files Reorganization Plan
ASCENDIA BRANDS: U.S. Trustee Forms Five-Member Creditors Panel
ATLANTIC WINE: Posts $294,690 Net Loss in 1st Qtr. Ended June 30

ATLAS LANDWORKS: Case Summary & 20 Largest Unsecured Creditors
AXM PHARMA: Enable Capital and M. Levine Declare 5.3% Stake
BAUGHER CHEVROLET: Case Summary & 20 Largest Unsecured Creditors
BANKUNITED FINANCIAL: Needs to Raise $400MM to Keep OTS Status
BELLISIO FOODS: Moody's Rates $160 Mi. Sr. Secured Notes at B1

BELLISIO FOODS: S&P Assigns 'B+' on $160,000,000 Credit Facility
BHM TECHNOLOGIES: Court Allows Solicitation of Votes on Plan
BHM TECHNOLOGIES: Committee Wants Letter Included Among Plan Docs
BHM TECHNOLOGIES: Court Approves Chanin as Committee Advisor
BILL ROHRBAUGH: Voluntary Chapter 11 Case Summary

BILL ROHRBAUGH: Section 341(a) Meeting Slated for September 17
BON-TON STORES: Net Loss Rises to $65MM in Period Ended August 2
BOSCOV'S INC: Mothers Work Balk at Request for $250MM DIP Loan
BOSCOV'S INC: Gets Court Approval to Close and Liquidate 10 Stores
BRAINTECH INC: June 30 Balance Sheet Upside-Down by $1,099,808

BRANDON BARBER: Files $10MM Suit at Legacy National, Flake & Kelly
CANYON CAPITAL: Class B-1L, B-2A, and B-2B Note Ratings Raised
CARDIAC MANAGEMENT: Wants Trenwith Securities as Investment Banker
CARDIAC MANAGEMENT: Files Schedules of Assets and Liabilities
CENTRAL GARDEN: Late 10-Q Filing Cues Nasdaq's Delisting Notice

CHESAPEAKE CORP: SCSF Equities, et al., Sell Outstanding Shares
CJ READY: Case Summary & 20 Largest Unsecured Creditors
CLAUDIA PHILLIPS: Case Summary & 20 Largest Unsecured Creditors
CMT AMERICA: Delivers Schedules of Assets and Liabilities
COMM 2004-LNB3: DBRS Puts Class K Through O Under Review Negative

COMMISSARY OPERATIONS: To Close Georgia Plant, W. Virginia Center
CONSPIRACY ENT: June 30 Balance Sheet Upside-Down by $11,345,481
COUNTERPATH CORP: BDO Dunwoody Expresses Going Concern Doubt
CSCM TRUST: Fitch Affirms Ratings for 25 Classes of Certificates
CSFB MORTGAGE: S&P Cuts 2005-C5 Class Q Notes to CCC+

CYBERONICS INC: July 25 Balance Sheet Upside-Down by $6.6 Million
DEATH ROW: Buyer Global Music to be Acquired by Mediatechnics
DEEPWATER DEVELOPMENT: Voluntary Chapter 11 Case Summary
DEEPWATER DEVELOPMENT: Section 341(a) Meeting Set for October 1
DELPHI CORP: Appaloosa Wants Fraud Claims Dismissed

DELTA AIR: Obtains $1 Billion Loan Prior to Northwest Merger
DELTA AIR: NWA Cancels Worldwide Pact, Uses Delta Global Services
DELTA AIR: Resolves $9 Mil. Hillsborough Aviation Authority Claim
DELTA AIR: Abett & Co. Discloses 10.10% Stake
DIGISCRIPT INC: Voluntary Chapter 11 Case Summary

DIGISCRIPT INC: Section 341(a) Meeting Slated for October 3
DISTRIBUTED ENERGY: Completes $12.9MM NPS Assets Sale to CB Wind
DISTRIBUTION EXPERTS: Case Summary & 20 Largest Unsec. Creditors
DOWNEY REGIONAL: Weak Balance Sheet Cues S&P to Cut Rating to CCC
DRINKS AMERICAS: Continuous Net Losses Raise Substantial Doubt

EDUCATION RESOURCES: Wants to Set October 17 as Claims Bar Date
EFOODSAFETY.COM INC: Losses Cues Gruber & Co. Going Concern Doubt
ELK VALLEY: Case Summary & 20 Largest Unsecured Creditors
ENERGY EXPLORATION: Earns C$806,619 in 2008 Second Quarter
ESPRE SOLUTIONS: June 30 Balance Sheet Upside-Down by $872,209

EUROSOCKS NORTH: Voluntary Chapter 11 Case Summary
EXECUTE SPORTS: June 30 Balance Sheet Upside-down by $6,685,847
FF&Y LLC: Chapter 11 Case Summary and Largest Unsecured Creditor
FF&Y LLC: Section 341(a) Meeting Scheduled for September 22
FREMONT HOME: Moody's Junks Eight Class Certificates

GENERAL SPRING: Case Summary & 20 Largest Unsecured Creditors
GENESIS RESTAURANT: Case Summary & 3 Largest Unsecured Creditors
GEOFFREY OSLER: Case Summary & 20 Largest Unsecured Creditors
GERARD THEOPHIL: Case Summary & 19 Largest Unsecured Creditors
GERDAU AMERISTEEL: Moody's Rates $405MM Sr. Unsec. Notes at Ba1

GERDAU SA: Moody's Revises Rating on $600 Million Bonds to Ba1
GINX INC: Voluntary Chapter 11 Case Summary
GMAC COMMERCIAL: Fitch Keeps CC/DR3 Rating on $25.3MM Class L Loan
GOODY'S FAMILY: Court Approves Amended Disclosure Statement
GRASSO PROPERTIES: Case Summary & 3 Largest Unsecured Creditors

GREGORY PERKINS: Case Summary & 20 Largest Unsecured Creditors
GREY WOLF: S&P Keeps 'BB-' on Watch Positive on Merger Pact
GSC ABS: Fitch Downgrades 9 Classes of Notes, Removes from RWN
HEALTHMARKETS INC: S&P Affirms 'BB' Rating; Outlook Negative
HECTOR JIMENEZ: Case Summary & 6 Largest Unsecured Creditors

HINES HORTICULTURE: Organizational Meeting Set for September 2
HINES HORTICULTURE: Gets Initial OK to Use BofA's $53MM DIP Loan
HOLLINGER INC: Toronto Stock Exchange Delists Common Shares
HRA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
IDLEAIRE TECHNOLOGIES: New Owners Have Resources to Bring Success

INDYMAC BANCORP: Proofs of Claim Due October 14
INNOVATIVE CARD: NASDAQ to Delist Shares from Non-Compliance
INTERMET CORP: Hearing on Cash Collateral Motion Set Sept. 3
INTERMET CORP: U.S. Trustee Forms Five-Member Creditors' Panel
IXI MOBILE: June 30 Balance Sheet Upside-Down by $11,352,000

JEFFERSON COUNTY: Replaces Advisors, Inches Closer to Bankruptcy
JOHN ECKHARDT: Voluntary Chapter 11 Case Summary
JP MORGAN: Fitch Affirms Ratings on 33 2006-LDP9 Mortgage Certs.
KANDY LLC: Voluntary Chapter 11 Case Summary
KINCAID TECH: Case Summary & 20 Largest Unsecured Creditors

KING PHARMA: S&P Says BB Rtg Unchanged on $1.4BB Bid for Alpharma
KING PHARMA: Proposed Buyout Prompts Moody's to Confirm Ratings
LEHMAN BROTHERS: Shares Up 16% on Likely Korea Bank Buyout
LEXICON UNITED: June 30 Balance Sheet Upside-Down by $623,504
LINENS N THINGS: Seeks Approval of $20MM Severance Plan

LINENS N THINGS: Trustee Objects to Houlihan as Financial Advisor
LINENS N THINGS: Committee Wants Traxi as Financial Advisor
LINENS N THINGS: Wants Ernst & Young's Scope of Services Expanded
LIN TELEVISION: Moody's Holds Low-B Ratings on 6.5% Sr. Sub. Notes
LONE OAK: Voluntary Chapter 11 Case Summary

LUMINENT MORTGAGE: Receives Demand Letter to Pay $41.2MM Notes
MAGNA ENTERTAINMENT: Amends Financing Agreement with MID Lenders
MERRILL LYNCH: Fitch Assigns DR Rating to 2006-C1 Certificates
MGP AUBURN: Voluntary Chapter 11 Case Summary
MINEOLA WATER: Case Summary & 20 Largest Unsecured Creditors

ML-CFC COMMERCIAL: Fitch Confirms Ratings for 25 Mortgage Certs.
ML CLO: Moody's Junk $26.5 Mil. Class C Senior Secured Notes
MOHAMMED JAMEELUDDIN: Voluntary Chapter 11 Case Summary
MONTOYA MEXICAN: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Fitch Affirms BB- Rating for $7.7MM Class L Certs.

MORGAN STANLEY: Fitch Affirms B- Rating on $15.9MM Class L Certs.
MORGAN STANLEY: Fitch Affirms C/DR6 Rating on $851 Class N Certs.
MORGAN STANLEY: Moody's Cuts Rating on $3 Mil. Class Notes to Ba2
MPM TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $11.3MM
MRS FIELDS: Moody's Junks $195 Mil. Senior Secured Notes

MTR GAMING: Likely Covenant Breach Cues Moody's to Confirm Ratings
MYRA SEAMAN: Voluntary Chapter 11 Case Summary
NATURALLY ADVANCED: Dale Matheson Raises Going Concern Doubt
NEENAH FOUNDRY: Moody's Junks $225 Million Senior Secured Notes
NETWOLVES CORP: Plan Confirmation Hearing to Continue August 29

NEXCEN BRANDS: Completes Restructuring of Bank Credit Facility
NORTHWEST AIRLINES: To Utilize Delta Global Services
PENN OCTANE: Posts $1,436,000 Net Loss in 2008 Second Quarter
PERFORMANCE TRANS: Files Amended Schedule of Postpetition Debts
PHILIP STEINBERG: Voluntary Chapter 11 Case Summary

PLASTECH ENGINEERED: Can Employ Groom Law as Benefits Counsel
PLASTECH ENGINEERED: Leamington Workers' Severance Pay Slashed 75%
PLASTECH ENGINEERED: Taps James Carroll as Liquidation Officer
POSTAL LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
PRIVATE RESIDENTIAL: Moody's Rates $62.2MM Class D Notes at Ba3

PRODUCTION SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
PROTOMAC GROUP: Involuntary Chapter 11 Case Summary
QUAPAW ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
RELIABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
ROTHMANS INC: June 30 Balance Sheet Upside-Down by C$213 Million

ROUGE INDUSTRIES: Panel Wants Deloitte FAS as Financial Advisor
S & A RESTAURANT: Court Approves Rosen Systems as Auctioneer
S & A RESTAURANT: Kane Russell is Ch. 7 Trustee's Lead Counsel
SEMGROUP LP: Bominflot Insists Ownership of Fuel Oil
SEMGROUP LP: Reserves $1,100,000 for 230 Laid-Off Employees

SEMGROUP LP: Samson Asserts $39,740,100 in Unpaid Oil and Gas
SEMGROUP LP: $2MM Eaglwing Funds Not Part of Estate, Vess Oil Says
SIMON WORLDWIDE: June 30 Balance Sheet Upside-Down by $15,506,000
SKYBUS AIRLINES: Zenith Aviation To Liquidate Covered Assets
SOLUTIA INC: Sells Shares to Repay $400,000,000 Bridge Credit

SOLUTIA INC: Hearing on DuPont Settlement Deal Set for Sept. 11
SOLUTIA INC: Resolving Last Few Bankruptcy Claims, Counsel Says
STANDARD PACIFIC: Stockholders Favor Conversion of $381MM Stock
SYNTAX-BRILLIAN: Court Approves Appointment of Chapter 11 Examiner
TRANSMERIDIAN EXPLORATION: Exchange Offer Deadline Moved to Sept.

UAL CORP: Wants Prelim Injunction Declared Against ALPA, et al.
UAL CORP: High Fuel Prices Prompt Closure of Airport Lounges
UNIVERSAL ENERGY: June 30 Balance Sheet Upside-Down by $4,482,090
US ENERGY: Files Joint Chapter 11 Reorganization Plan
VERMEER FUNDING: Fitch Ratings Junks $15.7 Million Class C Notes

WELEND ASSOCIATED: Case Summary & 20 Largest Unsecured Creditors
WENTWORTH ENERGY: Earns $5,574,208 in 2008 Second Quarter
WERNER LADDER: Court Extends Deadline to Remove Actions to Oct. 30
WERNER LADDER: Complaint Improperly Filed in N.Y., says Investcorp
ZIM CORP: Net Loss Narrows to $35,411 in Quarter Ended June 30

* S&P Downgrades 14 Ratings on Six 2004/2005 U.S. RMBS Deals
* S&P Cuts 69 Ratings on Ten 2006, 2007 US Alt-A RMBS Deals
* S&P Says July 2008 U.S. Alt-A RMBS Delinquency on the Rise
* S&P Says July 2008 Closed-End 2nd-Lien RMBS Delinquencies Up
* S&P Says July 2008 HELOC RMBS Delinquency Continues to Rise

* S&P Says July 2008 Prime Jumbo RMBS Delinquency on the Rise
* S&P Says July 2008 Subprime RMBS Delinquencies Continue to Rise
* S&P Says U.S. Consumer ABS Market Tested By Struggling Economy
* Spreads and CDX Widen As Defaults Continue, S&P Article Says
* S&P Sees More Downgrades for U.S. Financial Institutions

* S&P Says 1/4 of High-Yield Issues Trading at Distressed Levels
* US Not-For-Profit Health Care Sector's Credit Quality Slipping
* S&P Takes Ratings Action on Various U.S. Synthetic CDO Deals

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

                             *********


AFFINITY TECHNOLOGY: Downplays Bankruptcy Filing, The Deal Reports
------------------------------------------------------------------
Ben Fidler of The Deal, LLC, observes that bankrupt Affinity
Technology Group, Inc., did not post news of its Chapter 11
bankruptcy filing until the fourth paragraph in its press release.  
Mr. Fidler adds that after three paragraphs talking about the
Debtor's second quarter net losses, the next paragraph of the
statement begins with "In other news, Affinity announced that it
has filed [for Chapter 11]."

Despite the headline, which mentioned that the Debtor filed for
Chapter 11 in South Carolina, a reader with a short attention span
skimming the release might have simply thought Affinity suffered a
rough second quarter, claims Mr. Fidler.

Mr. Fidler recalls that a cardinal rule taught in Journalism 101
is to not bury the lead sentence.  Mr. Fidler clarifies that this
rule means that the most important part of a news story should not
be placed in the middle or on the bottom of its body.  The public
relations world has a very different take, especially when it
comes to negative news, Mr. Fidler points out.

Mr. Fidler comments that the Debtor's tactic, while not
revolutionary, is one of the most novel approaches he's
encountered.  Oftentimes when a company files for bankruptcy, a
press release will come out with a headline that won't say that
the company simply filed for Chapter 11, Mr. Fidler informs.  It
will typically say that the company will restructure debt by
filing for Chapter 11, or that it has filed to facilitate a sale,
seemingly as a way to soften the blow, according to Mr. Fidler.

Through its subsidiary, decisioning.com, Inc., Columbia, South
Carolina-based Affinity Technology Group, Inc. (OTCBB:AFFI) --
http://www.affi.net/-- owns a portfolio of patents that covers  
the automated processing and establishment of loans, financial
accounts and credit accounts through an applicant-directed remote
interface, such as a personal computer or terminal touch screen.
Affinity's patent portfolio includes U.S. Patent No. 5,870,721C1,
No. 5,940,811, and No. 6,105,007.

Affinity filed for Chapter 11 bankruptcy protection on August 19,
2008 (Bankr. D. S.C. Case No.: 08-04979).  G. William McCarthy,
Jr., Esq., at McCarthy Law Firm, LLC, represents the Debtor in its
restructuring efforts.  When it filed for bankruptcy, it listed
$9,455 in total assets and $4,975,278 in total debts.


AGCO CORP: S&P Holds 'BB+' on Better Operating Performance
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AGCO
Corp. to positive from stable.

"At the same time, we affirmed our 'BB+' corporate credit rating
on the company. Duluth, Ga.-based AGCO is the world's third-
largest agricultural equipment manufacturer and has sales
approaching $8 billion," S&P says.

"The outlook revision reflects AGCO's improved operating
performance, favorable prospects for the agricultural equipment
industry, and the company's less aggressive financial risk
profile," said Standard & Poor's credit analyst Dan Picciotto. The
company has improved its profitability and has reduced debt over
the past several years.

The ratings on AGCO reflect the company's satisfactory competitive
business position and aggressive financial profile. The latter
factor made AGCO vulnerable during the latest prolonged cyclical
downturn, but amid the market recovery of the past several years,
AGCO's credit measures have improved significantly, and its
financial policy appears to have become less aggressive. Although
agricultural equipment markets have traditionally been quite
cyclical, geographic diversity and currently favorable industry
trends provide support to AGCO's business. AGCO's operational
performance should continue to improve as the company focuses on
internal improvements and organic growth rather than acquisitions
to generate growth.

AGCO's revenues increased 27% year over year, net of currency
translation, in the first half of 2008, reflecting good overall
conditions in global agricultural equipment markets. In AGCO's
largest market, Europe (which accounts for nearly two-thirds of
total revenues), growth was 23%, and in South America, which
accounts for 17% of AGCO revenue, growth was slightly stronger, at
27%, as strong demand in Brazil (where AGCO has very good market
share) continues. Farm incomes are improving in Brazil partly
because of high soybean prices.

AGCO's presence in North America is moderate. The region
contributed about 22% of consolidated sales in 2007, while the
market accounts for about half of total worldwide demand. AGCO's
participation in the U.S. market is challenged by the company's
reliance on offshore Brazilian and European facilities for
manufacturing, which, because of the weak U.S. dollar, has reduced
competitiveness. Competition from leader Deere & Co. in the U.S.
is intense.

"AGCO has made some progress in reducing dealer inventories and
improving working capital as a percentage of sales. Increased unit
production and recent improvements in product and geographical
mixes have helped improve adjusted operating margin before
depreciation and amortization to nearly 9%.Although AGCO's credit
measures are currently above our expectations for the rating, they
vary considerably over the course of the operating cycle. Free
cash flow has recently been strong, in tandem with improved
operating performance," S&P says.

"The outlook is positive. We could raise the ratings if AGCO
demonstrates the ability to generate acceptable credit measures
for a higher rating; for example, if it maintains FFO to debt
above 40%, given strong cyclical market conditions. We could
revise the outlook back to stable if the company's credit measures
weaken meaningfully because of shareholder-friendly activity or
aggressive growth plans," S&P says.


ALPHA FACTORS: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alpha Factors
        5504 Monterey Road
        San Jose, CA 95138  

Bankruptcy Case No.: 08-54475

Chapter 11 Petition Date: August 15, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsels: Heinz Binder, Esq.
                  (heinz@bindermalter.com)
                  Law Offices of Binder and Malter
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700

                  Julie H. Rome-Banks, Esq.
                  (julie@bindermalter.com)
                  Law Offices of Binder and Malter
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700

                  Roya Shakoori, Esq.
                  (roya@bindermalter.com)
                  Binder and Malter
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: 408-295-1700

Total Assets: $1,216,350

Total Debts: $4,896,654

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

            http://bankrupt.com/misc/canb08-54475.pdf


A & M DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: A and M Development, Inc.
        10556 Combie Road, Suite 6386
        Auburn, CA 95602

Bankruptcy Case No.: 08-31696

Chapter 11 Petition Date: August 20, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Drive, Suite 250
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Total Assets: $3,790,300

Total Debts:  $2,297,000

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


AMERICAN HOME: Maturity of WL Ross Loan Facility Moved to November
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
on a final basis, a second amendment to the Debtor-in-Possession
Loan and Security Agreement, dated August 6, 2007, between certain
American Home Mortgage Investment Corp. debtors and WLR Recovery
Fund III, L.P., as administrative agent, under the $50,000,000 DIP
Facility.

Judge Christopher Sontchi has also authorized the Debtor-Borrowers
to use the Beltway Proceeds, and to pay an amendment fee of
$525,000, which will have an administrative expense status
pursuant to Section 503(b) of the Bankruptcy Code.

A full-text copy of the Second DIP Facility Amendment is available
for free at: http://ResearchArchives.com/t/s?315b

The Borrowers asked the Court to authorize, on an interim basis:

   (a) an extension of the DIP Facility's maturity date through
       and including August 18, 2008.  The current maturity date
       is August 6;

   (b) their retention of the proceeds from the sale of certain
       non-performing loans to Beltway Capital, LLC, and use of
       an aggregate amount of the proceeds not exceeding
       $9,000,000 for working capital and other corporate
       purposes; and

   (c) the payment to each Lender of a $225,000 amendment fee.

The Borrowers sought the Court's final authority to:

   (a) increase the amount of funds available to the Borrowers
       under the DIP Facility up to a maximum of $30,000,000.  
       The Second Amendment provides that the total available
       amount is reduced from $35,000,000 to $30,000,000.
       However, the availability is also amended to eliminate the
       reduction in availability by a lender purchased mortgage
       insurance reserve amount for $12,000,000.  As a result,
       the Second Amendment provides the Debtors with an
       additional availability of $7,000,000;

   (b) amend the definition of "Applicable Margin", effective as
       of August 6, 2008, to mean 12% per annum;

   (c) extend the Maturity Date through and including November 5,
       2008;

   (d) allow the Borrowers to retain the remaining Beltway
       Proceeds for up to $10,577,113, and use of the proceeds
       for working capital and other corporate purposes; and

   (e) allow them to pay each Lender an amendment fee aggregating
       $525,000, which together with the $225,000 amount paid
       pursuant to the Interim Order, represents a total amount
       of the amendment fee of $750,000.

                      About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

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


AMERICAN HOME: Inks Deal with BofA on Collateral-Related Matters
----------------------------------------------------------------
After several months of extensive negotiations, American Home
Mortgage Investment Corp. and its debtor-affiliates, the
Official Committee of Unsecured Creditors, and Bank of America,
N.A., as administrative agent for certain prepetition secured
parties, have achieved a consensual resolution of all known
outstanding issues among them through a stipulation signed by
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware.

BofA and the Debtors had several clashes over, among
other things, disposition of the Prepetition Secured Parties'
collateral.  BofA wanted the disposal of 3,400 mortgage loans --
which are part of the collateral -- that had outstanding amounts
aggregating $584,000,000.  BofA volunteered to market and sell
the rights to those loans by itself, asserting that their value
has "declined precipitously" due to the Debtors' refusal to
promptly take steps to sell the loans.

The salient terms of the Stipulation are:

   (a) The Debtors and the Creditors Committee will confirm they
       have no claims under certain loan documents against the
       Prepetition Secured Parties, or with respect to the
       Collateral other than those being resolved pursuant to the
       Stipulation.  They will reaffirm the prior releases, and
       agree not to assert further claims that were already
       released pursuant to the Prior Releases or the
       Stipulation;

   (b) BofA will receive complete dominion and control over, and
       discretion, with respect to the Mortgage Loans and all
       servicing rights related those loans;

   (c) If the Mortgage Loan transfer date does not occur within
       30 days after the effective date of the Stipulation, the
       Debtors will be entitled to reimbursement from the
       Collateral for servicing advances and other required
       amounts;

   (d) The Debtors will release all rights and claims against the
       Prepetition Secured Parties with respect to a certain
       dispute regarding payments made by American Home Mortgage
       Corp. to Lender Purchased Mortgage Insurance.  Pursuant
       the Parties' letter agreement, BofA will retain
       approximately $5,400,000 from funds that it currently
       holds;

   (e) The Prepetition Secured Parties assign the Debtors the
       lenders' rights, liens and claims with respect to funds
       amounting to $6,898,000 currently in the Designated Bank
       Accounts;

   (f) The Debtors will release all rights and claims against the
       Prepetition Secured Parties with respect to, among other
       things, amounts paid to obligations owing under the Loan
       Documents;

   (g) A new sharing agreement will replace the affected terms of
       a certain agreement, which was executed by the Creditors
       Committee and BofA regarding the sharing of Collateral and
       other cash receipts, to permit the Debtors to receive 50%
       of the proceeds of the Collateral after a "Benchmark
       Prepetition Claim" has been paid in full.  The Parties
       have agreed that the outstanding amount of the Benchmark
       Claim as of July 2, 2008, is $468,128,691; and

   (h) The Debtors will provide BofA with a list of, and certain
       documents or information with respect to, certain BofA
       state bond loans and Calyon state bond loans.

The Debtors believe that the Stipulation gives BofA the ability
to control the Mortgage Loan sale process, and supports the
Debtors' goal of maximizing value for the estates.  

A full-text copy of the Stipulation can be obtained for free at:

               http://ResearchArchives.com/t/s?315a

                         *     *     *

The Debtors and BofA sought and obtained the Court's permission
to redact, and file under seal, certain confidential information
from the Stipulation.  The Debtors asserted that the Confidential
Material could (i) affect the Debtors, their estates and
creditors with respect to currently pending and potential
litigation with certain third parties in their bankruptcy cases,
and (ii) impact, among other things, potential litigation against
BofA.

                     About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

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


AMERICAN HOME: Exclusive Plan Filing Period Extended to Sept. 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted a
request by American Home Mortgage Investment Corp. and its debtor-
affiliates to extend (a) their exclusive period to file a Chapter
11 plan through September 2, 2008; and (b) their exclusive period
to solicit and obtain acceptances for that Plan through
October 29.

Bank of America, N.A., administrative agent for the prepetition
secured parties argued that the length of the Debtors' requested
extension -- extending the exclusive plan filing period to Sept. 2
and the exclusive solicitation period to Oct. 29 -- was
unwarranted.  The Official Committee of Unsecured Creditors had
also raised informal issues regarding the Debtors' request for
extension.  Consequently, on July 17, 2008, Judge Christopher
Sontchi granted a narrower extension, with the plan filing
deadline moved only to August 19, and the solicitation deadline to
October 17.

Judge Sontchi, however, entered a second order, which approved
the time-frame proposed by the Debtors, after the Debtors filed
their Chapter 11 plan of liquidation on August 15.

                     About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

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


AMERICAN HOME: AHM Servicing Amends $17MM Payment Request
---------------------------------------------------------
American Home Mortgage Servicing, Inc., formerly known as AH
Mortgage Acquisition Co., Inc., and purchaser of the Debtors'
loan servicing business, amended its request to ask Judge
Christopher Sontchi of the U.S. Bankruptcy Court for the District
of Delaware to (i) allow its administrative expense claim
aggregating $17,238,989, and (ii) direct American Home Mortgage
Investment Corp., American Home Mortgage Corp. and AHM SV, Inc.,
as sellers, to pay the Claim as soon as reasonably practicable.

AHM Servicing previously listed the amount of its claim at more
than $12,000,000 for certain damages arising from the Sellers'
breaches of the Servicing Business asset purchase agreement.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, tells Judge Sontchi that ongoing review of
AHM Servicing's books and records identified additional
information affecting certain of its claims.  She discloses that
the Claim Amount includes:

   -- $4,592,887 in lender paid mortgage insurance premiums and
      prepayment penalties;

   -- $31,200 in respect of estimated costs to deliver certain
      business records to AHM Servicing;

   -- $1,496,586 in overpayment of advances;

   -- $2,976,298 in collections and payments related to paid in
      full loans that AHM SV failed to remit to third parties;

   -- $2,040,718 in liquidation proceeds;

   -- $738,384 in repurchases;

   -- $834,648 in guaranty fees;

   -- $2,423,759 in payment of clearing account deficiency; and

   -- $749,406 in expenses in connection with the foreclosure of
      certain loans that Wells Fargo Bank, N.A., the master
      servicer for the loans, did not agree AHM SV could pass
      onto the investors pursuant to the applicable servicing
      agreements.

AHM Servicing expressly reserves the right to further amend the
Claim to include additional claims, or to file an additional
request for allowance and payment of those claims.

                     About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

(American Home Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN HOME: Indymac Bank Moves $30.9MM Claim to Federal Deposit
------------------------------------------------------------------
IndyMac Bank, F.S.B., notifies the Court that it transferred
Claim No. 8677 asserted against the Debtors for $30,933,097 to
Federal Deposit Insurance Corporation, conservator of IndyMac
Federal Bank, F.S.B., on August 13, 2008.

FDIC is located at 1601 Bryan Street, in Dallas, Texas, while
IndyMac can be found at 3465 Foothill Boulevard, in Pasadena,
California.

                     About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

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


AMERICAN IRONHORSE: To Auction Excess Parts on September 12
-----------------------------------------------------------
Liquid Asset Partners LLC will hold an auction on Sept. 12, 2008,
at 9:00 a.m., at 4600 Blue Mound Road in Forth Worth in Texas, to
sell custom motorcycle parts worth $10 million owned by American
Ironhorse Motorcycle Company Inc.

The company says the excess motorcycle parts are not needed for
new production.

"Our office sales staff is ready to help with all orders," says
Liquid Asset Partners CEO Bill Melvin.  "Dealers or bulk buyers
willing to make a minimum purchase of $2000 can purchase through
our office sales staff starting today and they can see the full
inventory on our website!" says Melvin.  "We've got everything
needed to make a chopper: frames, wheels, gas tanks, fenders,
starters, six speed transmissions, engine parts, tires, plus nuts,
bolts, and hardware. We have to sell it all, regardless of cost or
loss!"

Liquid Asset is giving the industry from Sept. 12 to 14, 2008, to
place orders before opening the sale to the public.

"We have done this before and it was very effective; hundreds of
buyers purchased the basics needed to create their own bike for
pennies on the dollar," Melvin says.  "Swap meet dealers and
backyard garage mechanics will have a real treasure trove to pick
from. Everything must go, so come on in and make offers."

                     About American IronHorse

Based in Fort Worth, Texas, American IronHorse Motorcycle Company,
Inc., designs, manufactures, and markets custom v-twin
motorcycles.  AIH markets its motorcycles through a national
network of more than 100 dealers and is actively pursuing
international sales in Canada and the United Kingdom.

On March 25, 2008, American IronHorse consented to the move by a
group of creditors to place the company under chapter 11
bankruptcy protection before the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  On the
same day, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

Three creditors -- AG Nichlos, Jr., William E. Buford and Jim
Graham -- filed the involuntary petition against the company on
Feb. 29, 2008.  The petitioners are owed $120,000 by the company.

The petitioner's counsel is Troy D. Philips, Esq., at Glast,
Phillips & Murray, PC, in Dallas, Texas. Vincent P. Slusher, Esq.,
at Beirne Maynard & Parsons, LLP, represents the Debtor.


AMORTIZING RESIDENTIAL: Moody's Junks Five Class Certificates
-------------------------------------------------------------
Moody's downgraded 21 subordinate tranches from eight mortgage
backed securitizations issued by Amortizing Residential Collateral
Trust in 2001 and 2002.  The pools are backed by subprime first
lien adjustable-rate and fixed-rate loans.

The complete rating actions are:

Issuer: Amortizing Residential Collateral Trust

Downgrades:

  -- Series 2001-BC6; Class M-1, downgraded to Ba2 from Baa2
  -- Series 2001-BC6; Class M-2, downgraded to B3 from Ba1
  -- Series 2002-BC1; Class M-1, downgraded to Baa1 from Aa2
  -- Series 2002-BC1; Class M-2, downgraded to B1 from Baa1
  -- Series 2002-BC1; Class B, downgraded to B2 from Baa3
  -- Series 2002-BC2; Class M-1, downgraded to Baa3 from A3
  -- Series 2002-BC3; Class M-1, downgraded to A2 from Aa2
  -- Series 2002-BC3; Class M-2, downgraded to Ba1 from A3
  -- Series 2002-BC3; Class B-1, downgraded to B3 from Baa3
  -- Series 2002-BC6; Class M-1, downgraded to A1 from Aa2
  -- Series 2002-BC7; Class B-1, downgraded to C from Ba2
  -- Series 2002-BC7; Class B-2, downgraded to C from Ba3
  -- Series 2002-BC7; Class B-3, downgraded to C from Ba3
  -- Series 2002-BC8; Class M-1, downgraded to A1 from Aa2
  -- Series 2002-BC8; Class M-2, downgraded to Baa2 from A2
  -- Series 2002-BC8; Class M-3, downgraded to Ba2 from Baa2
  -- Series 2002-BC8; Class M-4, downgraded to B3 from Ba1
  -- Series 2002-BC9; Class M-1, downgraded to A1 from Aa2
  -- Series 2002-BC9; Class M-2, downgraded to Ba2 from Baa1
  -- Series 2002-BC9; Class M-3, downgraded to Ca from Ba2
  -- Series 2002-BC9; Class M-4, downgraded to C from Caa2

The downgrade actions are based on the fact that the bonds'
current credit enhancement levels, including excess spread where
applicable, are low compared to the current projected loss numbers
for the current rating levels.



APARTMENT REALTY: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Apartment Realty, LLC
        197 North Merton Suite 1
        Memphis, TN 38112  

Bankruptcy Case No.: 08-27799

Type of Business: The Debtor has a single asset real estate as
                  defined in Section 101(51B) of the U.S.
                  Bankruptcy Code.

Chapter 11 Petition Date: August 5, 2008

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: John E. Dunlap, Esq.
                  (jdunlap00@gmail.com)
                  1433 Poplar Avenue
                  Memphis, TN 38104
                  Tel: (901) 276-3334

Total Assets: $812,800

Total Debts: $1,346,000

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

            http://bankrupt.com/misc/tnwb08-27799.pdf


ASARCO LLC: Americas Mining Files Reorganization Plan
-----------------------------------------------------
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in its wholly owned indirect subsidiary, ASARCO LLC, by offering
full payment to ASARCO's creditors in connection with ASARCO's
Chapter 11 case.

The plan, which was submitted to the United States Bankruptcy
Bankruptcy Court for the Southern District of Texas in connection
with the full payment plan offered to ASARCO's independent Board
of Directors at a court hearing in June, details the terms of its
full payment plan offering creditors a 100% recovery on their
allowed claims.

Under the proposal, AMC would provide up to $2.7 billion in cash
as well as a $440 million guarantee to assure payment of all
allowed creditor claims, including payment of liabilities relating
to asbestos and environmental claims.  This contribution, together
with the $1 billion in cash on hand at ASARCO and including the
estimated value of ASARCO LLC, which would remain liable to
creditors, provides a total consideration of approximately
$6.74 billion, to be contrasted with approximately $2.6 billion
being made available under ASARCO's competing plan, which is being
sponsored by Sterlite.  AMC's plan is premised on the estimation
of the approximate allowed amount of the claims against
ASARCO.

AMC believes that its plan provides superior value and most
certainty to ASARCO's creditors since it remains the only proposal
offering creditors full value for their allowed claims.

AMC has been seeking to reclaim full equity ownership of its
indirect wholly owned subsidiary ASARCO LLC since it filed for
Chapter 11 protection in August 2005.  Since that time, ASARCO has
instead pursued a process to sell its assets over AMC's objection
and most recently filed a plan with the Bankruptcy Court pursuant
to which ASARCO's assets would be sold to a competing bidder,
Sterlite.

AMC asked the Court to be allowed to file its own plan of
reorganization and was granted permission to file such a competing
reorganization plan.  AMC believes ASARCO's plan, sponsored by
Sterlite, should be rejected on the basis that it offers creditors
far less value and is unreasonable for a number of reasons,
including the payment of asbestos claims and environmental claims
for more than 100 percent of the allowed amount of those claims.

                        About ASARCO LLC

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

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

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

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

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  


ASCENDIA BRANDS: U.S. Trustee Forms Five-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors of Ascendia Brands Inc. and its debtor-affiliates.

The Creditors Committee members are:

   1. Coty, Inc.
      Attn: Steven Danatos
      2 Park Avenue
      New York, New York 10016
      Tel: (212) 479-4338
      Fax: (212) 479-4328

   2. Zotos International, Inc.
      Attn: Carl R. Stella
      100 Tokeneke Road
      Darien, Ct. 06820
      Tel: (203) 656-7825
      Fax: (203) 656-7962

   3. Rand Display, Inc.
      Attn: David Kauffman
      3 Ethel Road, Ste. 310
      Edison, N.J. 08817
      Tel: (732) 787-2525
      Fax: (732) 287-2511

   4. Cognis Corporation
      Attn: John Schold
      5051 Estecreek Drive
      Cincinnati, Ohio, 45232,
      Tel: (513) 482-3157
      Fax: (513) 482-5574

   5. DeWolf Chemical Company, Inc.
      Attn: Henry DeWolf III
      400 Massasoit Avenue, East
      Providence, R.I. 02914
      Tel: (401) 434-3515
      Fax: (401) 434-5306

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and more than 80 countries as
well.  The company's customers include Walmart, Walgreens, Kmart,
Meijer Stores, Target, and CVS.

The company and six of its affiliates filed for Chapter 11
protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787).  
M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as their claims
agent.  When the Debtors file for protection against their
creditors, they listed total assets of $194,800,000 and total
total debts of $279,000,000.


ATLANTIC WINE: Posts $294,690 Net Loss in 1st Qtr. Ended June 30
----------------------------------------------------------------
Atlantic Wine Agencies Inc. reported a net loss of $294,690 on net
sales of $72,206 for the first quarter ended June 30, 2008,
compared with a net loss of $165,822 on net sales of $46,020 in
the same period ended June 30, 2007.

Net operating loss increased $80,481 to $244,291 in the three-
month period ended June 30, 2008, as compared to $163,810 for the
three-month period ended June 30, 2007.  This increase in net
operating loss is primarily attributable to an increase in
selling, general and administrative expenses to $266,950 for the
three-month period ended June 30, 2008, from $157,328 for the
three-month period ended June 30, 2007.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$2,123,688 in total assets, $1,920,276 in total liabilities, and
$203,412 in total stockholders' equity.

The company's consolidated balance sheet also showed strained
liquidity with $394,720 in total current assets available to pay
$1,920,276 in total current liabilities.

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?3151

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 25, 2008,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about Atlantic Wine Agencies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2008.  

The auditing firm disclosed that the company has incurred
cumulative losses of $8,511,289 since inception, has negative
working capital of $2,013,073, and has existing uncertain
conditions the company faces relative to its ability to obtain
capital and operate successfully.

At June 30, 2008, the company has an accumulated deficit of
$8,805,979 and a negative working capital of $1,525,556.

                       About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was   
incorporated in the State of Florida as New England Acquisitions,
Inc., on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company, through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


ATLAS LANDWORKS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Atlas Landworks, Corp.
        fka Atlas Landworks, LLC
        2130 Basin Street S.W., Ste. D
        Ephrata, WA 98823  

Bankruptcy Case No.: 08-03220

Type of Business: The Debtor is an excavation contractor.

Chapter 11 Petition Date: August 12, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Erik S. Bakke, Sr., Esq.
                  (erikb@jgdwlaw.com)
                  Johnson, Gaukroger, Drewelow & Woolett
                  139 South Worthen
                  P.O. Box 19
                  Wenatchee, WA 98807-0019
                  Tel: 509-663-0031
                  Fax: 509-663-6003

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

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

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

          http://bankrupt.com/misc/waeb08-03220.pdf


AXM PHARMA: Enable Capital and M. Levine Declare 5.3% Stake
-----------------------------------------------------------
Enable Capital Management LLC and Mitchell S. Levine declare
owning 1,185,202 shares of AXM Pharma Inc.'s common stock,
representing 5.3% of AXM's outstanding shares.

Based in Diamond Bar, California, AXM Pharma Inc. (Other OTC:
AXMP.PK) -- http://www.axmpharma.com/-- is a pharmaceutical   
company engaged in the production, marketing and distribution of
pharmaceutical products in China.  The company produces, markets
and distributes medicines in various dosages and forms in most
areas of medicinal treatment, as well as herbal remedies, vitamins
and adjunctive therapies.

As of March 31, 2006, the company's consolidated balance sheet
showed $10,641,129 in total assets and $10,763,844 in total
liabilities, resulting in a $122,715 total stockholders' deficit.

                           *     *     *

As disclosed in the Troubled Company Reporter on April 14, 2008,
while in the process of responding to comments from the Securities
and Exchange Commission with respect to its 2005 financial
statements, AXM Pharma Inc.'s audit committee determined that its
annual financial statements for the fiscal year ended Dec. 31,
2004, and all subsequent annual and quarterly financial statements
contain errors and omissions.  As a result, the audit committee
concluded that these financial statements are no longer reliable.  


BAUGHER CHEVROLET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Baugher Chevrolet Buick, Inc.
        2551 W. Main St.
        Waynesboro, VA 22980

Bankruptcy Case No.: 08-50862

Type of Business: The Debtor is a dealer for new and used cars,
                  trucks and SUVs.  The Debtor also provides
auto                  
                  financing, services, and parts.  See:
                  http://www.baugherautos.com/

Chapter 11 Petition Date: August 22, 2008

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: A. Carter Magee, Jr., Esq.
                  (cmagee@mfgs.com)
                  Magee Foster Goldstein & Sayers
                  P O BOX 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800

Total Assets: $2,931,782

Total Liabilities: $4,432,601

A copy of the Debtor's petition, which includes a list of its 20
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/vawb08-50862.pdf


BANKUNITED FINANCIAL: Needs to Raise $400MM to Keep OTS Status
--------------------------------------------------------------
Bloomberg News' David Mildenberg says BankUnited Financial Corp.,
Florida's largest bank, may lose its "well-capitalized" status
under federal rules for financial strength unless it attracts at
least $400 million of new capital.

BankUnited said in a regulatory filing with the Securities and
Exchange Commission that it has been advised by the OTS of certain
concerns that BankUnited has agreed to address.  Several of the
measures addressing these concerns were already in progress at the
time the Company and its subsidiary, BankUnited, FSB, entered into
agreements with the OTS to address the concerns.  At this time,
some of the measures have been completed and others are in
progress, the Company said.

BankUnited said the measures include efforts to seek to raise at
least $400 million of capital and to submit an alternative capital
plan that accounts for an inability to raise the $400 million.  
BankUnited has also agreed to maintain capital ratios
substantially in excess of the minimum required ratios to be
deemed well-capitalized upon raising the requisite capital.

Bloomberg notes that the company has posted more than $200 million
in losses in the last three quarters because of record
foreclosures.  In addition, Bloomberg says BankUnited's stock has
fallen 91% in the past 12 months, closing at $1.59 August 25 in
Nasdaq Stock Market trading.  Its market value stood at $56.7
million, Bloomberg says.

Based on a recent notification, the Bank believes that, if it does
not raise significant capital, the OTS will reclassify the Bank to
adequately capitalized primarily due to the deterioration in the
Bank's non-traditional mortgage loan portfolio, the concentration
of risk associated with that portfolio, and resultant need for
significant additional capital.  The Company is continuing its
efforts to raise capital.  Management believes that the Bank will
maintain its well-capitalized status if the Company's capital
raising efforts are successful.  There can be no guarantee that
any of the measures already taken or in progress by BankUnited
will be successful or satisfy the concerns of the OTS, and
additional restrictions may be imposed on BankUnited's activities
in the future which could have a material adverse effect on
BankUnited's financial position and operations.

Bloomberg also notes that regulators told BankUnited it must
notify the OTS before adding directors or senior executives,
paying dividends or signing contracts out of its normal course of
business.

The Bank's regulatory capital levels as of June 30, 2008, are:

Tier 1 Leverage Capital
  Amount                                    $1,079,132,000
  Actual Ratio                                           7.6%
  Well-Capitalized Minimum Ratio                         5.0%
  Adequately Capitalized Minimum Ratio                   4.0%

Tier 1 Risk-Based Capital
  Amount                                    $1,075,138,000
  Actual Ratio                                          12.6%
  Well-Capitalized Minimum Ratio                         6.0%
  Adequately Capitalized Minimum Ratio                   4.0%

Total Risk-Based Capital
  Amount                                    $1,183,043,000
  Actual Ratio                                          13.9%
  Well-Capitalized Minimum Ratio                        10.0%
  Adequately Capitalized Minimum Ratio                   8.0%

Effective June 30, 2008, for regulatory capital purposes,
BankUnited contributed $80 million in additional capital to its
bank unit.

BankUnited Financial Corp. (NASDAQ: BKUNA) is a full-service
financial institution. BankUnited's primary business currently
consists of the operations of BankUnited FSB, its principal
subsidiary.  With more than 80 full-service branches located in
Florida, BankUnited offers various retail and business deposit
products, as well as a variety of value-added, fee-based banking
services to retail customers and businesses in its market.  The
bank also offers residential, consumer and commercial loans.  At
June 30, 2008, BankUnited had assets of $14.1 billion and deposits
of $7.6 billion.


BELLISIO FOODS: Moody's Rates $160 Mi. Sr. Secured Notes at B1
--------------------------------------------------------------
Moody's Investors Service rated at B1 Bellisio Foods, Inc.'s
proposed $30 million asset based revolving credit and its proposed
$130 million senior secured first lien term loan, subject to
review of final documentation.  The new facilities, along with a
new unrated $35 million second lien term loan, will refinance
Bellisio's existing $30 million senior secured revolving credit
and its senior secured term loan.  Upon refinancing, the ratings
on the existing facilities will be withdrawn.  Moody's affirmed at
B1 Bellisio's corporate family rating and probability of default
rating.  The rating outlook remains stable.

Ratings assigned:

  -- New $30 million 5 year senior secured first lien asset based
     revolving credit at B1 (LGD3, 43%)

  -- New $130 million 5 year senior secured first lien term loan  
     at B1 (LGD3, 43%)

Ratings affirmed

  -- Corporate family rating at B1
  -- Probability of default rating at B1

  -- Ratings affirmed, and to be withdrawn upon refinancing; lgd%
     adjusted

  -- $30 million senior secured revolving credit due April 2009 at
     B1 (LGD4). LGD % to 51% from 57%

  -- $148 million senior secured term loan due April 2011 at B1
     (LGD4); LGD% to 51% from 57%

A first lien on substantially all assets, with the exception of
the physical assets that secure IRBs, will be granted to the first
lien lenders.  The second lien lenders will have a second lien on
the same security.  In addition, borrowings under the $30 million
revolving credit will be subject to a borrowing base.  
Subsidiaries will guarantee both the first and second lien
facilities.

The affirmation of Bellisio's ratings was based on Moody's
expectation that Bellisio's solid market share, established
brands, and ability to pass along costs in terms of higher prices
will allow the company to generate free cash flow over the
intermediate term.

Moody's notes that the company's existing revolving credit expires
in April 2009.  Should this revolving credit not be replaced in a
timely manner, as currently contemplated, Moody's may need to
reevaluate Bellisio's liquidity and long-term ratings.

Headquartered in Minneapolis, Minnesota, Bellisio Foods, Inc. is
the third largest producer of frozen entrees in the United States.  
Bellisio's brand portfolio includes Michelina's, BUNdinos, The
Family Table, Fusion Culinary and, most recently, Joy of Cooking.  
The company also produces private label goods. Sales for the
twelve months ended April 20, 2008 were approximately
$364 million.


BELLISIO FOODS: S&P Assigns 'B+' on $160,000,000 Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Duluth, Minn.-based Bellisio Foods Inc., including the 'B'
corporate credit rating. At the same time, Standard & Poor's
assigned its 'B+' issue-level rating and '2' recovery rating to
Bellisio's proposed $160 million senior secured credit facility,
indicating the expectation for substantial (70%-90%) recovery in
the event of a payment default. The issue-level ratings on the
proposed facility are based on preliminary documentation and are
subject to revision on receipt and review of final documentation.
The outlook is negative.

"The company will use the proceeds of the proposed transaction to
refinance existing bank debt and to pay fees and expenses," noted
Standard & Poor's credit analyst Christopher Johnson. "We will
withdraw the ratings on the existing $30 million senior secured
revolving credit facility and $175 million senior secured term
loan on successful completion of the refinancing," he continued.
Bellisio Foods will have about $189 million in debt at the close
of the transaction.

The rating on Bellisio reflects its narrow product portfolio, the
highly competitive nature of the frozen dinner category, risks
associated with its planned new product launches, and moderately
high debt levels. The company's generally stable market shares and
history of relatively stable and moderate cash flow generation
partially mitigate these factors.

"The outlook on Bellisio is negative. We are concerned that the
company will face challenges to limit margin compression and
generate meaningful sales growth for the remainder of fiscal 2008
given current economic conditions, which could further diminish
covenant cushion by fiscal year end. We could lower the ratings if
liquidity becomes constrained. This could occur if the company
does not generate sales growth in the second half of fiscal 2008
and EBITDA margins decline to about 13%. However, if the company
can improve the cushion under its proposed leverage covenants in
the coming quarters, we could consider an outlook revision to
stable," S&P says.


BHM TECHNOLOGIES: Court Allows Solicitation of Votes on Plan
------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan has allowed BHM Technologies Holdings, Inc., and its
debtor-subsidiaries to begin soliciting votes for, and support of,
their Joint Plan of Reorganization, as amended on August 5, 2008,
after having held that the disclosure statement, as twice revised,
adequately explains the terms of the Plan.

Various parties filed objections to the "adequacy" of the
information in the Disclosure Statement but addressed the
objections by filing amended versions to the Plan and the
Disclosure Statement.  Accordingly, the Court ruled that the
Disclosure Statement contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

The Debtors will send solicitation packages to holders of claims
in Classes S-3 (Holders of Prepetition First Lien Debt), U-2
(ongoing trade creditors who will continue to provide goods to
the Debtors), and U-4 (other general unsecured claimants), who
will be required to submit their ballots by September 19.  The
Debtors expect acceptances of the Plan by voting claimants as (i)
it has signed plan support agreements with majority of the First
Lien Lenders, (ii) ongoing trade creditors are being paid in full,
and (iii) other general unsecured will receive shares of the
reorganized Debtors' stock if they vote in favor of the Plan.

The Court ruled that holders of Class U-1 -Convenience Claims were
unimpaired and would be deemed to accept the Plan.  Holders of
administrative claims and priority tax claims were also deemed to
support the Plan as they would receive full recovery.

BHM notes that creditors will fare better under the Plan than in
a Chapter 7 liquidation scenario.  In a liquidation scenario, BHM
expects that First Lien Lenders would not recover the full amount
of their secured claims, and all other creditors would recover
nothing.

The solicitation process will culminate in a confirmation hearing,
scheduled for September 29, 2008, when the Debtors will show to
the Court that the Plan satisfies the requisites to confirmation
under Section 1129 of the Bankruptcy Code.

The Court has approved this schedule:

     Deadline to Submit Ballots to
     Kurtzman Carson Consultants         Sept. 19, 2008

     Deadline to File Confirmation
        Objections                       Sept. 19, 2008

     Deadline to Submit Replies to
        Confirmation Objections          Sept. 25, 2008

     Confirmation Hearing on Plan        Sept. 29, 2008

The Debtors, on August 8, submitted to the Court an amended
version to their August 5 Plan and Disclosure Statement, which
provide (i) "Any avoidance actions accruing to the Debtors and/or
Debtors in Possession under Chapter 5 of the Bankruptcy Code
shall be deemed waived as of the Effective Date", and (ii) some
minor changes to the prior versions.

A black-lined copy of the Disclosure Statement that will be
included in the solicitation package is available for free at:

     http://bankrupt.com/misc/BHM_Aug8DiscStatement.pdf

A black-text copy of the Plan is available at:

     http://bankrupt.com/misc/BHM_Aug8Plan.pdf

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BHM TECHNOLOGIES: Committee Wants Letter Included Among Plan Docs
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of BHM Technologies Holdings, Inc., and its debtor-
affiliates asks the United States of Western District of Michigan
to approve a letter that detailed its position with respect to the
Joint Plan of Reorganization of the BHM Technologies Debtors as
containing adequate information under Section 1125 of the
Bankruptcy Code.  The Committee also asks the Court to direct the
Debtors to include the Letter with the Solicitation Packages or,
alternatively, authorize the Committee itself to send out the
Letter to the general unsecured creditors.

The Debtors have refused to include the Committee's letter in the
solicitation package that they will send to voting creditors,
because it contains qualifications and does not fully and
unconditionally supports the Plan, as amended.

Judith Greenstone Miller, Esq., at Jaffe Raitt Heuer & Weiss,
P.C., in Southfield, Michigan, relates that because of the cost
involved with sending out the Letter, as well as potential
confusion that might arise in connection with the Committee
sending out the Letter, the Committee prefers that the Letter be
included with the Solicitation Package.

Ms. Miller avers that the Committee Letter (i) contains accurate
and adequate information, (ii) will assist creditors in
determining how to vote on the Amended Plan, and (iii)
facilitates the Committee's compliance with its fiduciary duties
delineated in Section 1103(b) of the Bankruptcy Code.

In light of the Debtors' objection to the Letter, the Committee
is concerned that, absent seeking and obtaining the Court's
approval, it and its members will risk the imposition of claims
or liability from the Debtors.

Ms. Miller states it is important that the Committee be
authorized to send out the Letter because:

   (a) sending the Letter to the creditors is consistent with and
       complies with the fiduciary duty of a committee to "advise
       those represented by the committee of the committee's
       determinations as to any plan formulated" under Section
       1103(c)(3).

   (b) in a complex, large case of this type, creditors look to
       the committee regarding the plan, information about the
       plan, and the committee's assessment of the plan in
       determining and assisting them on how to vote on the plan.

   (c) it is unusual that a committee would not send a letter to
       creditors regarding its advice on a plan and failure to
       send a letter could negatively impact creditors with
       respect to how to vote on the plan.

   (d) sending a letter where the Amended Plan is complex,
       detailed, and confusing to a creditor, assists a creditor
       in determining how to vote on the Amended Plan.

                       The Committee Letter

     Dear Creditors:

          The Debtors filed voluntarily Chapter 11 petitions on
     May 19, 2008.  The U.S. Trustee appointed an Official
     Committee of Unsecured Creditors on June 5, 2008.  In accord
     with its prescribed duties, the Committee and its
     professionals have been consulting with the Debtors and
     their professionals regarding administration of the estates,
     the assets, liabilities and financial condition of the
     Debtors, the formulation of a plan, and other pertinent
     matters.

          The Debtors recently filed a Disclosure Statement and
     Joint Plan of Reorganization under Chapter 11 of the
     Bankruptcy Code.  The Court held a hearing on the adequacy
     of the information contained in the Disclosure Statement on
     August 7, 2008, at which time, the Court approved the
     Disclosure Statement, the Plan, and the exhibits thereto to
     be sent to creditors entitled to vote on the Plan.  
     Therefore, you will be receiving a copy of the Plan and
     Disclosure Statement, along with a ballot, seeking your vote
     with respect to the Plan.

          The Plan is unusual in that it creates two separate
     classes of unsecured creditors.  One, class (Class U-2 under
     the Plan), unsecured trade creditors that are continuing to
     do business with the Debtors, will be entitled to receive
     100% cash payment on their Allowed Claims by means of six
     equal monthly payments once their claims are allowed.  
     Unsecured creditors who do not fall into the definition of
     Class U-2 are separately classified into Class U-4, along
     with a group of other unsecured creditors.  This class is to
     receive shares of stock in the reorganized Debtors.  Class
     U-4 is dominated by the deficiency claims of the first and
     second lien holders who have voluntarily agreed to reduce
     their secured claims by tens of millions of dollars and who
     opted to have their unsecured claims treated as Class U-4
     claims.  Class U-4 also contains claims of those subject to
     rejection of their contracts, a noteholder, claimants in
     litigation and others.  There is meaningful legal authority
     supporting the Debtor's creation of the two classes of
     unsecured creditors.  Thus, even if the Committee elected to
     challenge that treatment, the outcome of that legal
     challenge is uncertain.  Specific reference and attention
     should be given to the Class U-2 and Class U-4 definitions
     in the Plan and the treatment afforded to members of those
     classes.

          The Plan is also unusual in that the Debtors had
     already negotiated its terms with the first and second lien
     lenders and the stockholders before the bankruptcy was
     filed, based on term sheets and plan support agreements.  
     Moreover, the Plan proposes two types of plans: a "New
     Money" Plan and a "No New Money" Plan.  As part of the "New
     Money" Plan, Atlantic Equity Partners, the stockholder of
     the Debtors, placed $12,500,000 in escrow to be used to fund
     the Plan as part of its plan support agreement.  Absent a
     "material adverse change" or failure to confirm the "New
     Money" Plan, the funds placed in escrow cannot be released
     and returned to AEP.  The Debtors presented the Plan as a
     foregone conclusion, in contrast to a more typical situation
     where the Plan is developed jointly with the Committee and
     other parties-in-interest.  Therefore, the Committee had an
     uphill battle in negotiating changes to the Plan against the
     already unified front of these significant parties.

          According to the Debtors, the "primary purpose of the
     Plan is to substantially de-leverage the Debtors' balance
     sheet and put into place a sustainable long-term capital
     structure under what is commonly referred to as a "leveraged
     buy-out."  The Plan provides for releases of claims against
     the participants in the leveraged buy-out transactions, in
     exchange for the concessions made by the first and second
     lien lenders, as well as the equity holders under the Plan.

          The Committee has reviewed the general structure of the
     leveraged buy-out transactions and the realistic
     alternatives available to the unsecured creditors.  While
     there is some possibility that the Committee could through
     litigation attack and unwind the leveraged buy-out
     transactions, that battle could threaten the profitability
     or size of the Debtors' business, or even its continued
     viability.  In addition, success in this effort would not
     necessarily translate into a greater return to unsecured
     creditors than that offered in the Plan.  The success of the
     Debtors' business so that it would have the ability to make
     any payments to unsecured creditors, and the relative
     return to unsecured creditors, as well as the likelihood of
     success in objecting to the Plan, were important factors in
     the Committee's deliberations.

          Despite the referenced difficulty in negotiating any
     changes to the Plan, the Committee was successful in
     extracting important concessions from the Debtors regarding
     the Plan.  Specifically, the Committee was able to: (a)
     ensure a specific date for the commencement of payment and
     issuance of shares to Class U-2 and Class U-4 creditors,
     respectively; (b) clarify (and in the Committee's opinion
     significantly expand) the number and types of creditors
     falling into Class U-2; (c) obtain a waiver of the Debtors'
     ability to bring in excess of $60,000,000 of potential
     preference claims against unsecured creditors; and (d) limit
     certain setoff rights of the Debtors and preserve certain
     statutory lien rights.

          With these modifications of the Plan, the Committee
     believes: (a) that the Plan provides a far greater benefit
     to unsecured creditors generally than a liquidation of the
     Debtors; (b) that the Plan provides a significant return for
     the vast majority in number of the unsecured creditors,
     those in Class U-2); and (c) if the Plan structure dividing
     the unsecured creditors into two classes is found to be
     unconfirmable, the dividend to Class U-2 unsecured creditors
     would be significantly less, the stock issuance to Class U-4
     may not occur and there would be a very substantial risk
     that the reorganization would fail, based on the Plan
     support agreements unwinding and the "New Money" provided by
     AEP would be lost.  That would leave unsecured creditors
     with the prospect of having to pursue the leveraged buy-out
     claims and seek a litigated resolution of their unsecured
     claims.

          Considering all of the foregoing facts and
     circumstances, the Committee supports approval of the Plan.

          The Committee urges each unsecured creditor to
     carefully review and analyze the Plan and its terms.  The
     Committee would be pleased to respond to any questions that
     you have regarding the Disclosure Statement, the Plan or
     this letter.  If you have any questions, please contact Jay
     L. Welford or Judith Greenstone Miller, the Committee's
     counsel at (248) 351-3000 or email them at
     jwelford@jaffeelaw.com or jmiller@jaffelaw.com or via
     facsimile at (248) 351-3082.

                                    Very truly yours,

                               The Official Committee of
                                 Unsecured Creditors of
                         BHM Technologies Holdings, Inc., et al.
                                                                               
     cc:   Jay L. Welford
           Judith Greenstone Miller
           The Members of the Committee
           Chanin Capital Partners

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Court Approves Chanin as Committee Advisor
------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the retention of Chanin Capital Partners as the
financial advisor of the Official Committee of Unsecured Creditors
of BHM Technologies Holdings, Inc., and its debtor-subsidiaries.

The Court says that based upon the testimony and other evidence
it received on August 7, 2008, it will not deny Chanin Capital
Partners' financial expertise and independent advice on matters
crucial to the Official Committee of Unsecured Creditors'
statutory and fiduciary role.

The Court adds that he understands and shares the concerns of
the Debtors' First Lien Lenders, including the multiplier effect
and need to minimize professional expenses but disagrees with the
suggestion that the Committee can rely on information transmitted
to it by the Debtors' financial advisors, without the independent
advice to assist the Committee in digesting the information, is
doubtful.  The argument that the Committee can rely on
AlixPartners, LLP, and Rothschild Inc., the Debtor's court-
appointed advisors, confuses financial information with
professional advice, the Court says.

The Court says that:

   (a) Chanin's retention is necessary to permit the Committee to
       fulfill its statutory and fiduciary role;

   (b) Chanin is a fitting choice; and

   (c) the proposed compensation arrangement is reasonable,
       subject to the procedures and requirements of Section 330
       of the Bankruptcy Code and related authorities.

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

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

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BILL ROHRBAUGH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bill Rohrbaugh's Charter Service, Inc.
        3395 Main Street, P.O. Box 690
        Manchester, MD 21102

Bankruptcy Case No.: 08-20471

Related Information: William Lamar Rohrbaugh, president, filed
                     the petition on the Debtor's behalf.

Chapter 11 Petition Date: August 15, 2008

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Ronald J Drescher, Esq.
                  (ecf@drescherlaw.com)
                  Drescher & Associates
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000

Estimated Assets: $1 million to $10 million

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

A copy of the Debtor's petition containing a list of its largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/MDb08-20471.pdf


BILL ROHRBAUGH: Section 341(a) Meeting Slated for September 17
--------------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
creditors of Bill Rohrbaugh's Charter Service, Inc. at 11:00 a.m.,
on Sept. 17, 2008, at 341 meeting room #2650, 101 West Lombard
Street in Baltimore, Maryland.

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.

William Lamar Rohrbaugh, president of Manchester, Maryland-based
Bill Rohrbaugh's Charter Service, Inc., filed a chapter 11
petition on behalf of the Bill Rohrbaugh's Charter Service on
Aug. 15, 2008 (Bankr. D. Md. Case No. 08-20471).  Judge Nancy V.
Alquist presides over the case.  Ronald J Drescher, Esq., at
Drescher & Associates, represents the Debtor in its restructuring
efforts.  The Debtor estimated assets of $1 million to $10 million
and debts of $100,000 to $500,000.


BON-TON STORES: Net Loss Rises to $65MM in Period Ended August 2
----------------------------------------------------------------
The Bon-Ton Stores Inc. reported results for the second quarter of
fiscal 2008 ended Aug. 2, 2008.

For the 13-week period ended Aug. 2, 2008, the company reported a
net loss of $33.8 million, including a $17.8 million non-cash pre-
tax goodwill impairment charge, compared with a net loss of $15.0
million for the thirteen-week period ended Aug. 4, 2007.  

For the twenty-six-week period ended Aug. 2, 2008, the company
reported a net loss of $67.9 million compared with a net loss of
$44.3 million for the comparable period last year.

At Aug. 2, 2008, the company's balance sheet showed total assets
of  $2.0 billion, total liabilities of $ 1.7 billion and
shareholders' equity of approximately $300 million.     

"Our second quarter financial results reflect the continuation of
the difficult macro-economic environment," Bud Bergren, president
and chief executive officer, commented.  "Despite this, we
successfully reduced our comparable store inventories by
approximately 9%.  In addition, we continue to review our expenses
and are pleased that during the second quarter we realized a net
reduction of $9.3 million in our selling, general and
administrative expenses.  Lastly, we reduced our debt levels and
increased our excess borrowing capacity under our credit facility,
which improved our balance sheet as compared with the second
quarter of fiscal 2007."

"We are taking the appropriate actions in this environment by
controlling our inventories, expenses and capital expenditures and
identifying sales opportunities," Mr. Bergren continued.  "We have
many opportunities that we expect to take advantage of during the
important fall and holiday seasons, such as new merchandise
offerings, expanded eCommerce, fresh marketing initiatives and a
new proprietary credit card loyalty program. We remain confident
these actions will benefit both the short- and long-term growth of
our company."

For the second quarter of fiscal 2008, comparable store sales
decreased 5.7%.  Total sales for the thirteen weeks ended Aug. 2,
2008 decreased 5.0% to $673.4 million compared with $708.6 million
for the prior year period.

Year-to-date comparable store sales decreased 5.1%. Year-to-date
total sales decreased 5.0% to $1,373.6 million compared with
$1,446.2 million for the same period last year.

Other income in the second quarter of fiscal 2008 decreased to
$21.5 million compared with $22.3 million in the second quarter of
fiscal 2007.  Year-to-date other income decreased to $44.3 million
compared with $45.1 million in the prior year period.  The
decrease in the second quarter and year-to-date fiscal 2008
amounts reflects the reduced sales volume.

Selling, general and administrative expenses in the second quarter
of fiscal 2008 decreased $9.3 million to $246.4 million compared
with $255.7 million in the second quarter of fiscal 2007.  The
SG&A expense rate for the second quarter of fiscal 2008 was 36.6%
compared with 36.1% for the second quarter of fiscal 2007,
reflecting the reduced sales volume in the second quarter of
fiscal 2008.  Year-to-date SG&A expenses decreased $13.8 million
compared with the prior year period.  The year-to-date SG&A
expense rate increased by 0.9 percentage point to 36.6% compared
with 35.7% in the prior year period, reflecting the reduced sales
volume in fiscal 2008.

                              Guidance

"In light of the challenging retail climate which shows minimal
signs of easing for the remainder of fiscal 2008, inventory,
capital and expense management remain key focal points," Keith
Plowman, executive vice president and chief financial officer,
commented.  "As previously stated in our July sales press release,
our excess borrowing capacity under our credit facility at the end
of the second quarter of fiscal 2008 was $238 million, an increase
compared with $229 million at the end of the second quarter of
fiscal 2007, reflecting the strength of our balance sheet and
reductions in our debt."

"Our revised guidance for full-year fiscal 2008 EBITDA is a range
of $200 to $213 million and diluted earnings per share is a range
of $(0.45) to $(0.95) without the write-off of goodwill and
$(1.17) to $(1.67) including the write-off of goodwill, continued
Mr. Plowman.  Assumptions reflected in this guidance include:

   * Comparable store sales decrease in the range of 3.5% to 5.0%;
   * Gross margin rate of 35.6%;
   * SG&A expense dollars decrease from the prior year;
   * Capital expenditures of $70 million (net of landlord
     contributions); and
   * Estimated diluted weighted average shares outstanding of 16.8
     to 17.0 million."

"In a tough retail environment, we believe we need to indicate a
range of potential outcomes, reflecting that the economy and
retail environment may remain challenging for the balance of 2008.
We expect to generate positive cash flow in fiscal 2008 and reduce
our debt levels, despite the non-cash goodwill charge and the
potential results for the year.  Our current estimate for cash
flow is a range of $40 million to $50 million for the year,
permitting us to reduce our year-end debt levels by this amount as
compared to the year-end fiscal 2007 balances.  This cash flow
estimate does not reflect the additional benefit of the working
capital reductions the company has enacted in response to the
continuing difficult retail environment.  Our balance sheet is
stronger than the comparable period in the prior year as evidenced
by our reduced debt levels and strong excess borrowing
availability.  We remain confident that we are well-positioned to
take advantage of opportunities when the economy shows signs of
recovery."

                    About The Bon-Ton Stores

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 280 department stores, which      
includes 11 furniture galleries, in 23 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and
Younkers nameplates and, under the Parisian nameplate, three
stores in the Detroit, Michigan area.  The stores offer a broad
assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.

                           *     *     *

Moody's Investors Service placed The Bon-Ton Stores Inc.'s senior
unsecured debt rating at Caa1 in February 2008.  The rating still
holds to date with a stable outlook.


BOSCOV'S INC: Mothers Work Balk at Request for $250MM DIP Loan
--------------------------------------------------------------
Mothers Work Inc. objects to Boscov's Inc. and its affiliated
debtors' request for DIP financing to the extent, if any, that the
request seeks authorization to grant lines on merchandise owned by
Mothers Work and sold in Motherhood Maternity(R) departments
within the Debtors' stores pursuant to a license agreement.

As reported in the Troubled Company Reporter on Aug. 11, 2008, the
Debtors obtained authority from the U.S. Bankruptcy Court for the
District of Delaware, on an interim basis, to obtain up to
$250,000,000 of senior revolving loans, to be funded in
conjunction with up to $25,000,000 "last out revolver advance,"
from Bank of America, N.A., as administrative agent for a group of
lenders.

The DIP Facility will be used, among other things, (i) to
refinance on a rolling basis the obligations owing under the more
than $300,000,000 Prepetition First Lien Credit Facility and pay
related transaction fees and expenses; (ii) for working capital
and general corporate purposes of the Debtors; and (iii) for the
payment of postpetition expenses arising in connection with the
Debtors' bankruptcy cases.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, contends that the License Agreement is not a
consignment, a sale on approval or a sale or return, nor any
other arrangement through which the Debtors could obtain any
interest in the Merchandise sufficient for a security interest to
attach.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com-- is America's largest family-owned    
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of $479
million in its bankruptcy filing.  

(Boscov's Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Gets Court Approval to Close and Liquidate 10 Stores
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Boscov's Inc. and its affiliated debtors to commence the sale and
closings of their stores at 10 locations, on a final basis.  
During the Aug. 12, 2008, auction, the Debtors selected a joint
venture between Gordon Brothers Retail Partners, LLC, and Hilco
Merchant Resources LLC, as the highest bidder to act as agent for
the Store Closing Sales.

As reported in the Troubled Company Reporter on Aug. 11, 2008, the
Debtors sought to close and liquidate the inventory and other
assets of 10 of their stores located at:

   * Monroeville Mall, in Monroeville, Pennsylvania,
   * South Hills Village Mall, in Pittsburgh, Pennsylvania,
   * Oxford Valley Mall, in Langhorne, Pennsylvania,
   * Montgomery Mall, in North Wales, Pennsylvania,
   * Harrisburg East Mall, in Harrisburg, Pennsylvania,
   * Monmouth Mall, in Eatontown, New Jersey,
   * White Marsh Mall, in Baltimore, Maryland,
   * Marley Station Mall, in Glen Burnie, Maryland,
   * Owings Mills Mall, in Owings Mills, Maryland, and
   * Piedmont Mall, in Danville, Virginia.

The Court then permitted the Debtors to enter into an agency
agreement with the Sales Agent, a blacklined copy of which is
available for free at http://ResearchArchives.com/t/s?311e

The Debtors will deposit all proceeds from the Closing Store
Sales to their bank accounts, and furnish the DIP Agent a written
certificate of the deposits, on a daily basis.

The Sales Agent will be granted a superpriority administrative
status on their claims, with respect to the Agency Agreement.  
The Joint Venture's claims, however, will be junior to those of
the DIP Agent, Prepetition First Lien Agent, the Prepetition
Second Lien Agent under the DIP Financing.

All sales of merchandise and owned furniture, fixtures and
equipment from the Closing Sales will be free and clear of all
encumbrances pursuant to Section 363(f) of the Bankruptcy Code,
provided that any encumbrance will attach to the Guaranteed
Amount, Recovery Amount, proceeds payable to the Debtors from the
FF&E dispositions, and amounts reimbursed by the Sales Agent to
the merchant with respect to expenses, and will have the same
priority as the encumbrance on the merchandise and owned FF&E.

The Agent is authorized to supplement the merchandise in the
Closing Stores with augmented goods of like kind and quality as
is customarily sold in the Closing Stores.

Goods owned by sublessees, licensees, department lessees or
concessionaires of the Debtors, including goods held in
consignment, or as bailee, and Rugs America Corporation's
licensed FF&E will not constitute merchandise under the Agency
Agreement.  The Sales Agent, however, may make arrangements with
respect to (i) Licensee goods existing as the Closing Stores at
the Sale Date provided that those arrangements are not less
favorable to the Debtors, and (ii) any additional Licensee goods
to be brought in to the Closing Stores by the sublessees,
licensees, and concessionaires.

The Taxing Authorities may file their objection before 30 days
following the Sale Date.  If the parties are unable to resolve
their dispute within 15 days from receipt of objection notice,
the parties may forward their dispute to the Court by filing a
motion to enforce their rights.  

RBS Asset Finance Inc., the Debtors' lessor of certain FF&E at
their Marley Station, Owings Mills, Oxford Valley and White Marsh
locations, have consented to the sale of their FF&E.  All net
proceeds from the sale will be paid directly to RBS.  Proceeds
from the sale of any disputed FF&E will be deposited into an
escrow account, and will not be subject to liens of the DIP
Lenders, until the Court determines that the proceeds are not
from RBS' FF&E.

                       Objections Resolved

CW Capital Asset Management LLC, as Special Servicer for Wells
Fargo Bank N.A., as trustee for the Registered Holders of Banc
of America Commercial Mortgage Pass-Through Certificates, does
not consent to the sale of FF&E to the extent that the FF&E are
Non-owned CWCAM FF&E.  The Court ruled that all CWCAM FF&E that
is sold by the Agent will be deemed to be Non-Owned CWCAM FF&E
unless otherwise disputed in writing by the Debtors.  The
Disputed FF&E will be deemed owned FF&E unless also disputed in
writing by CWCAM within 10 days of receipt of the Debtors'
notice.

All FF&E owned by landlords at Marley Station, Monroeville Mall,
Montgomery Mall, Owings Mills, Oxford Valley Mall, South Hills
Village, and White Marsh, that are sold by the Sales Agent will
be deemed non-owned by the Landlords, unless the Debtors dispute,
by written notice to Agent and Landlords that property is non-
owned by these Landlords.  The Disputed FF&E will be deemed owned
unless the Landlords assert otherwise within 10 days of receipt
of the Debtors' notice.

Ritz Camera Center Inc., is authorized to enter the Closing
Stores in which it conducts business, and may remove its
inventory, equipment and fixtures.  The Debtors and the Sales
Agent are prohibited from selling Ritz Camera's inventory without
Ritz written consent.  Ritz, however, may enter into an agreement
with the Agent for the disposition of its furniture, fixtures and
equipment as part of the Store Closing Sales without further
Court approval.  

No equipment leased by the Debtors, or that is otherwise not owed
by the Debtors may be sold during the Store Closing Sales with
out the written consent of the lessor or owner.  Objections by
CBL Associates Management, Inc.; Sacco of Monmouth, LLC; and
General Growth Properties, Inc., were overruled.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com-- is America's largest family-owned    
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of
$479 million in its bankruptcy filing.  

(Boscov's Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BRAINTECH INC: June 30 Balance Sheet Upside-Down by $1,099,808
--------------------------------------------------------------
Braintech Inc.'s consolidated balance sheet at June 30, 2008,
showed $2,510,776 in total assets and $3,610,584 in total
liabilities, resulting in a $1,099,808 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,461,736 in total current assets
available to pay $3,610,584 in total current liabilities.

The company reported a net loss of $1,312,382 on sales of
$1,100,406 for the second quarter ended June 30, 2008, compared
with a net loss of $1,234,035 on sales of $600,562 in the same
period of 2007.

The increase in sales year over year is attributable to the
increase in the minimum purchase guarantee in accordance with the
terms of the company's Exclusive Global Channel Partner Agreement
with ABB Inc.

Selling, general and administration (SG&A) expenses increased
$1,444,252, or 204.6%, to $2,150,300 for the three month period
ended June 30, 2008, from $706,048 for the three month period
ended June 30, 2007.  The increase was mainly due to the
recognition of $1,290,000 in stock based compensation arising from
the issuance of shares of common stock to the company's chief
executive officer.

Interest and financing expenses decreased $906,236, or 97.7%, to
$21,649 for the three month period ended June 30, 2008, from
$927,885 for the three month period ended June 30, 2007.  The
decrease was mainly due to certain financing expenses incurred in
2007 for which there was no corresponding expense in 2008.  These
2007 expenses include $877,500 for the fair value of equity issued
as compensation to the bank loan guarantors.  

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?3157

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Smythe Ratcliffe LLP, in expressed substantial doubt about
Braintech Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditor pointed to the
company's recurring losses from operations.

                       About Braintech Inc.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly-
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the company's
research and development activities, and employs a majority of the
company's technical personnel.

The company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The company's  
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.


BRANDON BARBER: Files $10MM Suit at Legacy National, Flake & Kelly
------------------------------------------------------------------
Brandon Barber, who does business as Lynnkohn, LLC, with Seth
Kaffka, filed a complaint on August 20, 2008, at the Washington
County Circuit Court against lender Legacy National Bank of
Springdale and Flake & Kelley Management, Inc., doing business as
Flake & Kelley Commercial, seeking $10 million, according to
Andrew Jensen of Arkansas Business.

Mr. Barber accused Legacy National of conspiring to maximize his
$18.7 million in liabilities on the project with the intention of
repurchasing the building and profiting from the sale of its
condos, Mr. Jensen reports.  Mr. Jensen recalls that Flake & Kelly
entered into an agreement in May 2008 with Wayne Swofford, the
receiver appointed by the Circuit Court, to market the Legacy
Building owned by Mr. Barber in Fayetteville, Arkansas.

According to Mr. Jensen, Mr. Barber alleges that Legacy National
blocked pending condo sales by improperly ordering Flake & Kelley
to not accept any offers until after the foreclosure sale of the
building, which was scheduled on August 21, 2008.  The lawsuit,
which was filed on the same day Lynnkohn filed for Chapter 11
bankruptcy protection with U.S. Bankruptcy Court for the Western
District of Arkansas, postponed the sale of the building, Mr.
Jensen points out.

The lawsuit identifies Legacy National -- which signed a
regulatory agreement with the Office of the Comptroller of the
Currency (OCC) on April 24, 2004 -- as main culprit and describes
Flake & Kelley as a complicit party, according to Mr. Jensen.

"Flake Commercial is also at fault because it knew or should have
known that Legacy Bank did not have authority to refuse to accept
offers on the Property," Mr. Jensen quotes the lawsuit.  "Flake
knew or should have known it was to follow the orders of the
Receiver and the Court," adds the lawsuit according to Mr. Jensen.

In a statement, however, Legacy National's attorney, Marshall Ney,
said the lawsuit by Mr. Barber -- which alleged tortuous
interference, violations of the Deceptive Trade Practices Act,
fraud, breach of contract and breach of fiduciary duty --is
without merit, Mr. Jensen also reports.

Based in Fayetteville, Arkansas, Brandon Barber and Seth Kaffka
develops real estate in northwest Arkansas as Lynnkohn, LLC.  The
Debtors filed for Chapter 11 bankruptcy petition on August 20,
2008 (Bankr. W.D. Ark. Case No. 08-73301).  K. Vaughn Knight,
Esq., at Knight Law Firm, PLC, represents the Debtors in their
restructuring efforts.  When they filed for bankruptcy, they
listed $35,365,102 in total assets and $31,618,598 in total debts.


CANYON CAPITAL: Class B-1L, B-2A, and B-2B Note Ratings Raised
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1L, B-2A, and B-2B notes issued by Canyon Capital CDO 2001-1
Ltd., a high-yield arbitrage collateralized bond obligation (CBO)
transaction managed by Canyon Capital Advisors LLC. Concurrently,
we removed the rating on class B-1L from CreditWatch with positive
implications, where it was placed Aug. 1, 2008.

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes since the
last upgrades in May 2007. These factors include the de-levering
of the transaction through the paydown of approximately $63
million to the class A-2L notes since May 2007. According to the
most recent trustee report (dated July 17, 2008), the class B-1L
overcollateralization ratio was 153%. This compares with a
reported ratio of 126% at the time of the last upgrade. The class
B-2 overcollateralization ratio improved during that period as
well, increasing to 129% from 115%.

RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE
   
Canyon Capital CDO 2001-1 Ltd.

            Rating                         Balance
Class   To      From               Current     Previous
-----   --      ----               -------     --------
B-1L     AA+     A/Watch Pos          35.00        35.00

RATINGS RAISED

Canyon Capital CDO 2001-1 Ltd.

            Rating                         Balance
Class   To      From               Current     Previous
-----   --      ----               -------     --------
B-2A     BBB+    BB+                   6.00         6.00
B-2B     BBB+    BB+                  10.00        10.00

OTHER OUTSTANDING RATINGS

Canyon Capital CDO 2001-1 Ltd.

Class      Rating       Balance
-----      ------       -------
A-2L        AAA            8.138
A-3L        AAA           10.000
A-3         AAA           34.000
   
TRANSACTION INFORMATION
Issuer:            Canyon Capital CDO 2001-1 Ltd.
Co-issuer:         Canyon Capital CDO 2001-1 (Delaware) Corp.
Current manager:   Canyon Capital Advisors LLC
Underwriter:       Bear Stearns Cos.
Trustee:           Bank of New York, NY
Transaction type:  Arbitrage high-yield CBO
   
TRANCHE                           PRIOR      CURRENT
INFORMATION                       ACTION     ACTION
Date (M/YYYY)                     5/2007     8/2008
-------------                     ------     -------
A-2L note bal. (mil. $)            71.66      8.13     
A-3L note bal. (mil. $)            10.00      10.00
A-3 note bal. (mil. $)             34.00      34.38
Class A O/C ratio (%)              153.22     258.87
Class A O/C ratio min. (%)         120.0      120.0
B-1L note bal. (mil. $)            35.00      35.00
Class B-1L O/C ratio (%)           125.45     153.80
B-2A note bal. (mil. $)            6.00       6.00
B-2B note bal. (mil. $)            10.00      10.00
Class B-2 O/C ratio (%)            115.68     129.12

O/C -- Overcollateralization.


CARDIAC MANAGEMENT: Wants Trenwith Securities as Investment Banker
------------------------------------------------------------------
Cardiac Management Systems, Inc. and its debtor-affiliates asked
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Jeffrey R. Manning at Trenwith
Securities, LLC, as their investment banker.

Mr. Manning will analyze the business, operations and financial
position of the Debtors and prepare them for an expedited sale of
their assets, among others.

In an engagement letter, the Debtors will pay Trenwith $40,000 as
retainer for three months and $10,000 for subsequent months of
service.  Trenwith is expected to earn $325,000, plus 3% of
consideration in excess of $8 million, but reduced to $200,000 in
the event that the Debtors' assets are sold to parties on a short
list of potential buyers with whom the Debtors have already
initiated discussions.  The engagement is terminable upon 30 days'
notice.

                      About Cardiac Management

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  Patrick S. Scott & Associates P.A. represents the
Debtors in their restructuring efforts.


CARDIAC MANAGEMENT: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Cardiac Management Systems, Inc. delivered to the U.S. Bankruptcy
Court for the Southern District of Florida its schedules of assets
and liabilities, disclosing:

   Name of Schedule                       Assets     Liabilities
   ----------------                     ----------   -----------
   A. Real Property
   B. Personal Property                    $55,236
   C. Property Claimed as Exempt
   D. Creditors Holding Secured
      Claims
   E. Creditors Holding Unsecured
      Priority Claims
   F. Creditors Holding Unsecured                    $15,405,113
      Nonpriority Claims
                                        ----------   -----------
      TOTAL                                $55,236   $15,405,113

                      About Cardiac Management

Based in Miami, Florida, Cardiac Management Systems, Inc. and its
affiliates provide management services and medical laboratory
facilities.  The company and 14 of its affiliates filed for
Chapter 11 protection on June 30, 2008 (Bankr. S.D. Fla. Lead Case
No. 08-19029).  Patrick S. Scott & Associates P.A. represents the
Debtors in their restructuring efforts.


CENTRAL GARDEN: Late 10-Q Filing Cues Nasdaq's Delisting Notice
---------------------------------------------------------------
Central Garden and Pet Company received a Nasdaq Staff
Determination letter on August 13, 2008.

The company has delayed the filing of its Form 10-Q for the
quarter ended June 28, 2008, while its Audit Committee completes a
review of issues raised in a letter from a company employee.  The
company expects to file the Quarterly Report as soon as
practicable after the completion of the review.

The Audit Committee's review is primarily related to whether a
reserve should have been established for the end of fiscal 2005
relating to a customer dispute that was settled in early fiscal
2006.  The filing of the Quarterly Report will enable the company
to become current in its filing obligations.

The Nasdaq Staff Determination letter indicated that the company
is not in compliance with Nasdaq Marketplace Rule 4310(c)(14)
because it did not timely file the Quarterly Report.  As a result,
unless the company requests a hearing in accordance with Nasdaq
Marketplace Rules, the company's securities would be delisted from
Nasdaq at the opening of business on August 22, 2008.

The company intends to timely request a hearing before a Nasdaq
Listing Qualifications Panel to appeal the Nasdaq's Staff
determination, which will stay the delisting until the Panel has
reached a decision.  The decision is generally made in
approximately 60 days from the request.

However, there can be no assurance that the Panel will grant the
company's request for continued listing of its Class A common or
its common stock.  If the company files its Quarterly Report
before the hearing or the Panel's decision, it will once again be
in compliance with the Nasdaq Marketplace Rules and the potential
delisting will be moot.

                       About Central Garden
  
Based in Walnut Creek, Calif. Central Garden & Pet Company
(Nasdaq: CENT/CENTA) -- http://www.central.com/-- markets and    
produces branded products for the lawn & garden and pet supplies
markets.  The company's products are sold to specialty independent
and mass retailers.

Central Garden & Pet Company has approximately 5,000 employees,
primarily in North America and Europe.

At June 30, 2008, the company's consolidated balance sheet showed
$1.33 billion in total assets, $809.1 million in total
liabilities, $2.7 million in minority interest, and $522.7 million
in total shareholders' equity.  Balance sheet information is
preliminary.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Service affirmed its 'CCC+' senior
subordinated debt ratings on Central Garden & Pet Co.  The outlook
is negative.


CHESAPEAKE CORP: SCSF Equities, et al., Sell Outstanding Shares
---------------------------------------------------------------
SCSF Equities, LLC, Sun Capital Securities Offshore Fund, Ltd.,
Sun Capital Securities Fund, LP, Sun Capital Securities Advisors,
LP, Sun Capital Securities, LLC, Marc J. Leder, and Rodger R.
Krouse, sold all 1,198,879 shares of Chesapeake Corp.'s common
stock at an average price per share of $0.83 on Aug. 1, 2008.

As of Aug. 1, 2008, the companies do not beneficially own, or have
power to vote or dispose of, any shares of Chesapeake Corp. common
stock.

A sale on July 31, 2008 of 40,394 shares of Chesapeake Corp.
common stock at an average price per share of $1.80, decreasing
the total number of shares of common stock owned by SCSF Equities
at al. to 1,198,879 shares of common stock.

On August 1, 2008, the ceased to be the beneficial owner of more
than 5.0% of Chesapeake Corp.'s outstanding Common Stock.

Headquartered in Richmond, Virginia, Chesapeake Corporation
(NYSE: CSK) -- http://www.cskcorp.com/-- is a supplier of        
specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche
end-use markets.  Chesapeake has 47 locations in France,
Ireland, United Kingdom, North America, China, HongKong, among
others and employs approximately 5,500 people.

                         *     *     *

As disclosed in the Troubled Company Reporter on Aug. 11, 2008,
Moody's Investors Service downgraded Chesapeake Corporation's
Corporate Family Rating to Caa2 from B2 and its Probability of
Default Rating to Caa2 from B3.  Concurrently, Moody's downgraded
the company's senior unsecured revenue bonds to Caa3 from B3 and
senior subordinated notes to Caa3 from Caa1.  All credit ratings
remain on review for possible downgrade.

Standard & Poor's Ratings Services lowered its ratings on
Chesapeake Corp.  The corporate credit rating was lowered to
'CCC+' from 'B'.  The ratings remain on CreditWatch, where they
were placed on July 2, 2008, with negative implications.


CJ READY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CJ Ready Mix, LLC
        P.O. Box 3048
        London, KY 40743  

Bankruptcy Case No.: 08-61029

Chapter 11 Petition Date: August 8, 2008

Court: Eastern District of Kentucky (London)

Debtor's Counsels: Allison F. Arbuckle, Esq.
                   200 North Upper Street
                   Lexington, KY 40507
                   Tel: (859) 231-5800
                   E-mail: aarbuckle@wisedel.com

                   Dean A. Langdon, Esq.
                   200 North Upper Street
                   Lexington, KY 40507
                   Tel: (859) 231-5800
                   E-mail: langdonbk@wisedel.com

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

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

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

            http://bankrupt.com/misc/kyeb08-61029.pdf


CLAUDIA PHILLIPS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Claudia Phillips
        905 Alexandra Court
        Oak Park, CA 91377-5835

Bankruptcy Case No.: 08-15935

Chapter 11 Petition Date: August 14, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Claudia L Phillips, Esq.
                  5699 Kanan Rd Suite 425
                  Agoura Hills, CA 91301
                  Tel: 310-597-3534
                  Fax: 818-735-0139
                  E-mail: celpmgp@aol.com

Estimated Assets: $500,000 to $1,000,000

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

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

             http://bankrupt.com/misc/cacb08-15935.pdf


CMT AMERICA: Delivers Schedules of Assets and Liabilities
---------------------------------------------------------
CMT America Corp., aka Fairvane Corp., submitted to the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

   Name of Schedule                       Assets     Liabilities
   ----------------                     ----------   -----------
   A. Real Property
   B. Personal Property                 $9,651,473
   C. Property Claimed as Exempt
   D. Creditors Holding Secured                      $12,566,887
      Claims
   E. Creditors Holding Unsecured                       $118,322
      Priority Claims
   F. Creditors Holding Unsecured                     $7,667,781
      Nonpriority Claims
                                        ----------   -----------
      TOTAL                             $9,651,473   $20,352,990

Headquartered in Farmington, Connecticut, CMT America Corp., aka
Fairvane Corp., is a 70-store women's clothing retailer.  The
company filed for chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts.  The Debtor selected Administar Services
Group LL as its claims agent.  The U.S. Trustee for Region 2 has
yet to appoint an Official Committee of Unsecured Creditors.


COMM 2004-LNB3: DBRS Puts Class K Through O Under Review Negative
-----------------------------------------------------------------
DBRS placed Classes K through O of COMM 2004-LNB3's Commercial
Mortgage Pass-Through Certificates, Series 2004-LNB3 Under Review
with Negative Implications and discontinued the rating of Class A-
1.

The decision to place Class K through O Under Review with Negative
Implications is the primary result of a projected significant loss
associated with the workout of The Tower loan (1.8% of the pool).
In June 2008, the loan was transferred to special servicing after
becoming 60 days delinquent.  The borrower notified the master
servicer that it would no longer be able to make monthly payments
and a July 2008 inspection by the special servicer revealed
numerous deferred maintenance issues and need for capital
improvements.  As of August 2008, the loan is 120 days delinquent
and the special servicer is moving forward with foreclosure
proceedings.  The loan was added to the DBRS HotList in
October 2007 because of increased vacancy and a low DSCR (1.02x,
76.2% occupied as of YE2006).  Currently, CoStar reports the
subject is 59.9% occupied, well below the Class B submarket
vacancy rate of 17.1%.  The property is located in Franklin
Township, New Jersey (approximately 40 miles southwest of New
York) and has a loan psf of $98.  Given the decline occupancy,
causing an inability to service the existing debt at a low 5.93%
coupon, and the costs associated to cure the deferred maintenance,
DBRS expects the value of the property has declined considerably.

In addition, DBRS is monitoring the performance of three crossed
multi-family properties in Florida, (Beyman (Crossed Rollup),
combined 2.0% of the pool) which are watchlisted for low DSCRs.
The three loans have been on the servicer's watchlist since
July/August 2007 and have experienced a decline in the combined
DSCR (0.83x as of YE2007) after switching to P&I debt service
payments in January 2007.  The properties last reported
occupancies of 88% to 93% (YE2007) but may have suffered damage
from Tropical Storm Fay; the county of two of the properties
experienced an extraordinary amount of rainfall in a short period
of time in the last week.  In all, ten of the 14 loans on the
watchlist are multi-family properties (5.3% of the transaction).

The transaction has seasoned for approximately 50 months and has
had collateral reduction of 6.0% since issuance.  Positive credit
events include the full defeasance of 12 loans (20.9% of the pool)
and the partial defeasance (23.6% of the loans whole-loan balance)
of the AFR/Bank of America Portfolio loan.  Five loans (30.0% of
the pool), Garden State Plaza (A), 731 Lexington Avenue  Bloomberg
Headquarters (AAA), DDR Macquarie Portfolio (A (low)), Tysons
Corner (AAA) and AFR/Bank of America Portfolio (AA) are shadow-
rated by DBRS.

DBRS will continue to gather information on the aforementioned
loans and will provide a full Performance Update in the next few
months.

Issuer: COMM 2004-LNB3
Debt Rated: Commercial Mortgage Pass-Through Certificates, Series
2004-LNB3, Class A-1
Rating Action: Discontinued - Repaid
Rating: Discontinued
Trend: --
Latest Event: Aug. 26, 2008

Issuer: COMM 2004-LNB3
Debt Rated: Commercial Mortgage Pass-Through Certificates, Series
2004-LNB3, Class K
Rating Action: Under Review - Negative
Rating: BB
Trend: --
Latest Event: Aug. 26, 2008

Issuer: COMM 2004-LNB3
Debt Rated: Commercial Mortgage Pass-Through Certificates, Series
2004-LNB3, Class L
Rating Action: Under Review - Negative
Rating: BB (low)
Trend: --
Latest Event: Aug. 26, 2008

Issuer: COMM 2004-LNB3
Debt Rated: Commercial Mortgage Pass-Through Certificates, Series
2004-LNB3, Class M
Rating Action: Under Review - Negative
Rating: B (high)
Trend: --
Latest Event: Aug. 26, 2008

Issuer: COMM 2004-LNB3
Debt Rated: Commercial Mortgage Pass-Through Certificates, Series
2004-LNB3, Class N
Rating Action: Under Review - Negative
Rating: B
Trend: --
Latest Event: Aug. 26, 2008

Issuer: COMM 2004-LNB3
Debt Rated: Commercial Mortgage Pass-Through Certificates, Series
2004-LNB3, Class O
Rating Action: Under Review - Negative
Rating: B (low)
Trend: --
Latest Event: Aug. 26, 2008


COMMISSARY OPERATIONS: To Close Georgia Plant, W. Virginia Center
-----------------------------------------------------------------
A facility of Commissary Operations Inc., dba COI Foodservice
Distribution and Manufacturing in Tifton, Georgia, will be closing
by October, Angie Thompson and Florence Rankin of The Tifton
Gazette report.  About 200 workers will be affected.

In addition, 100 employees of the company's wholesale food Jackson
County distribution center in Ripley, West Virginia, will be
displaced when the center will close.

As disclosed in the Troubled Company Reporter on July 24, 2008,
the unit of COI Acquisition Co. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code before the U.S. Bankruptcy Court
in Nashville, Tennessee, blaming declining demand and rising fuel
costs.  Papers filed with the Court says the company lost money in
May when Roadhouse Grill Inc. started winding down in bankruptcy
court.  The company stated that six other distribution agreements
also were terminated.

Protection from creditors in bankruptcy was not enough to support
the company, it had to pare off costs, The Tifton Gazette, citing
Human Resource VP Randolph Wilkerson, notes.

The paper adds that the Tifton-Tift County Chamber of Commerce's
CEO, Brady Day, has created approaches to aid affected workers
find jobs, to reconcile assistance plans with non-profit social
services agencies, to seek a new tenant for the COI building, and
to handle concerns from the Tift County Development Authority's
financial involvement with the company.

Headquartered in Nashville, Tennessee, Commissary Operations Inc.
dba COI Foodservice Distribution and Manufacturing --
http://www.coifoodservice.com/-- is a multi-facility food service  
distribution operation and supplier which delivers to more than
1,200 restaurants in 29 U.S. states.  For more than 40 years, the
company's full-service operation has supplied products to well-
known national restaurant chains such as Shoney's, Ryan's and
Applebee's.  It also provides food or agriculture organization
services, common fund for commodities services, international fund
for agricultural development services, food distribution services
and food supply services.  The company has two more centers in
West Virginia, and Georgia, other than the one in Tennessee.

The company filed for Chapter 11 protection on July 22, 2008
(Bankr. M.D. Tenn. Case No. 08-06279).  Barbara Dale Holmes, Esq.,
David Phillip Canas, Esq., Glenn Benton Rose, Esq., Tracy M.
Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner, PC, in
Nashville, Tennessee, represent the Debtor.  When the Debtor filed
for protection from its creditors, it listed both assets and debts
between $50 million and $100 million.


CONSPIRACY ENT: June 30 Balance Sheet Upside-Down by $11,345,481
----------------------------------------------------------------
Conspiracy Entertainment Holdings Inc.'s consolidated balance
sheet at June 30, 2008, showed $5,086,314 in total assets,
$16,152,395 in total liabilities, and $279,400 in minority
interest, resulting in a $11,345,481 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,115,291 in total current assets
available to pay $16,152,395 in total current liabilities.

The company reported net income of $3,012,317 for the second
quarter ended June 30, 2008, compared with a net loss of $418,023
in the corresponding period last year.

Revenues for the three months ended June 30, 2008 were $1,518,992,
compared to $819,330 for the three months ended June 30, 2007.
This represents an increase of $699,662 or 85.4% from the previous
year.  The company had one flat fee release plus one new release
in addition to large reorders of its Winter Sports (Wii) title for
the quarter.

Net operating income increased to $139,459 for the three months
ended June 30, 2008, compared to net operating income of $87,479
for the three months ended June 30, 2007.

The increase in profitability was primarily due to a gain on
valuation of derivative liability of $2,846,864 during the three
months ended June 30, 2008, as opposed to a a loss on valuation of
derivative liability of $425,965 during the three months ended
June 30, 2007.

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?3158

                     Going Concern Disclaimer

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Conspiracy Entertainment Holdings Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
accumulated deficit, negative working capital, and net loss.

                  About Conspiracy Entertainment

Based in Santa Monica, Calif., Conspiracy Entertainment Holdings
Inc. (OTC BB: CPYE) -- http://www.conspiracygames.com/-- is an    
independent publisher of interactive entertainment software
focussing mainly on its home market the United States but partly
licenses its products to international companies as well.

The company publishes content for all viable gaming platforms
including the Microsoft Xbox / Xbox 360(TM), Nintendo Wii(TM),
handheld platforms such as Nintendo's DS(TM) and Game Boy(R)
advance and personal computers.


COUNTERPATH CORP: BDO Dunwoody Expresses Going Concern Doubt
------------------------------------------------------------
BDO Dunwoody LLP raised substantial doubt about CounterPath
Corporation's ability to continue as a going concern after
auditing the financial statements of the company, formerly known
as CounterPath Solutions, Inc., for the year ended April 30, 2008.

The auditing firm reported that the company had an accumulated
deficit of $18,479,483 at April 30, 2008, and incurred a net loss
for the year then ended of $12,534,919.

Its net loss increased from $3,364,651 a year ago.  The company's
revenues for the year ended April 30, 2008, increased to
$9,086,900 from $5,724,941 in the prior year.

This represents an increase of $3,361,959 from the same period
last year.  The company generated $6,437,192 in software revenue
for the year ended April 30, 2008, compared with $4,099,369 for
the year ended April 30, 2007, representing an increase of
$2,337,823.  The increase in software revenue was driven by
continued growth in sales of consumer-oriented softphone software
as well as new sales of enterprise-oriented softphone and
conferencing software as a result of the acquisition of NewHeights
Software Corporation in August 2007.  

For the year ended April 30, 2008, service revenues were
$2,649,708 compared with $1,625,572 for the year ended April 30,
2007.  The increase of $1,024,136 in service revenue reflects the
increase in software revenue as service revenue involves
customizing and supporting deployed software.  International
revenue outside of North America grew by 24% during the year ended
April 30, 2008, compared with the year ended April 30, 2007,
driven by Latin American and European software sales.  North
American revenue increased 108%, compared with the year ended
April 30, 2007, driven primarily by the North American oriented
sales of products acquired in the NewHeights acquisition.

                        Liquidity Problems

Presently, cash flow generated from operations is not sufficient
to meet operating and capital expenses.  The company has incurred
operating losses since inception, and management projects this to
continue for the next nine to 12 months.  At April 30, 2008, the
company has cash of $6,223,613 and working capital of $7,645,909.  

Management, however, projects that under the current operating
plan, the company will require about $22,000,000 to $24,000,000 to
fund its ongoing operating expenses and working capital
requirements through April 30, 2009.  Management anticipates that
this will be funded through cash flow generated from operations,
working capital, potential rationalization and external financing.

The company depends on a mix of revenues and outside capital to
pay for the continued development of its technology and the
marketing of its products.  Such outside capital may include the
sale of additional stock and commercial borrowing.  There can be
no assurance that capital will continue to be available if
necessary to meet these continuing development costs or, if the
capital is available, that it will be on terms acceptable to the
company.

The issuance of additional equity securities would result in a
dilution, possibly a significant dilution, in the equity interests
of the company's current stockholders.  Obtaining commercial
loans, assuming those loans would be available, will increase the
company's liabilities and future cash commitments.  If the company
will be unable to obtain financing in the amounts and on terms
deemed acceptable, its business and future success may be
adversely affected.

Additionally, the continuation of the company as a going concern
is dependent upon the continued financial support from its
stockholders, the ability of the company to obtain necessary
equity financing to continue operations, and to generate
sustainable significant revenue.  

There is no guarantee that the company will be able to raise any
equity financing or generate profitable operations.  As at
April 30, 2008, the company has not yet achieved profitable
operations and had an accumulated deficit of $18,479,483 since
incorporation.  These factors raise substantial doubt regarding
the company's ability to continue as a going concern.

Management is implementing a plan to address these uncertainties
to enable the company to continue as a going concern through the
end of fiscal 2009 and beyond.  This plan includes new equity
financing in amounts sufficient to sustain operations.

At April 30, 2008, the company's balance sheet showed $31,568,359
in total assets, $5,891,483 in total liabilities, and $25,676,876
in total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3147

                  About CounterPath Corporation

Based in Vancouver, British Columbia, Counterpath Corporation
(OTCBB: CPAH) -- http://www.counterpath.com/-- designs and  
develops multimedia application software.  Software applications
are based on session initiation protocol, which is the
recognized standard for interactive end points that involve
multimedia elements such as voice, video, instant messaging,
presence, online games and virtual reality.


CSCM TRUST: Fitch Affirms Ratings for 25 Classes of Certificates
----------------------------------------------------------------
Fitch affirms Credit Suisse Commercial Mortgage Trust 2006-C1,
commercial mortgage pass-through certificates as:

  -- $57,823,642 class A-1 'AAA';
  -- $235,000,000 class A-2 'AAA';
  -- $336,916,000 class A-3 'AAA';
  -- $155,000,000 class A-AB 'AAA';
  -- $698,000,000 class A-4 'AAA';
  -- $576,577,000 class A-1-A 'AAA';
  -- $300,356,000 class A-M 'AAA';
  -- $236,531,000 class A-J 'AAA';
  -- $3,003,562,222 class A-X 'AAA';
  -- $125,306,365 class A-Y 'AAA';
  -- $18,772,000 class B 'AA+';
  -- $37,545,000 class C 'AA';
  -- $33,790,000 class D 'AA-';
  -- $22,526,000 class E 'A+';
  -- $33,790,000 class F 'A';
  -- $30,036,000 class G 'A-';
  -- $33,790,000 class H 'BBB+';
  -- $30,036,000 class J 'BBB';
  -- $37,544,000 class K 'BBB-';
  -- $15,018,000 class L 'BB+';
  -- $11,263,000 class M 'BB';
  -- $11,264,000 class N 'BB-';
  -- $3,754,000 class O 'B+';
  -- $3,755,000 class P 'B';
  -- $7,509,000 class Q 'B-';

Classes S and CCA are not rated by Fitch.

The affirmations are due to the pool's stable performance since
issuance.  As of the July 2008, distribution report, the
transaction has paid down 1.9% to $2.95 billion from $3.00 billion
at issuance.  There are two specially serviced loans which
comprise less than 0.2% of the pool.  Expected losses are
anticipated to be minimal and not impact the trust.

Three loans maintain their investment grade shadow ratings: 230
Park Avenue (9.5%), Saint Louis Galleria (5.8%) and NEI Portfolio
(2.4%).  The 230 Park Avenue, also know as the Helmsley Building,
is a 1.2 million square foot, 34-story office tower located in
midtown Manhattan in New York City.  Occupancy as of March 31,
2008 was 93%, up from issuance occupancy of 89%.  Year-end 2007
servicer reported debt service coverage ratio on net operating
income was 1.79 times compared to 1.45x at issuance.

The second largest shadow rated loan is the Saint Louis Galleria,
a 1.2 million sf regional mall located in St. Louis, MO. Current
major anchors are Dillard's and Macy's; major tenants are Mark
Shale, Galleria 6 Cinemas, Limited and Express.  YE 2007 servicer
reported DSCR on NOI was 2.07x compared to 1.91x at issuance.
Additionally, June 30, 2008, occupancy was 96.25%, stable since
issuance.

The NEI Portfolio is comprised of 26 office, retail and
multifamily properties located primarily in California with some
properties in Connecticut, Florida, Virginia, Arizona, Texas and
Oregon.  The note is a $70 million 10-year interest only loan that
matures on December 1, 2015.  The YE 2007 servicer reported DSCR
on NOI was 2.87x.


CSFB MORTGAGE: S&P Cuts 2005-C5 Class Q Notes to CCC+
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston (CSFB) Mortgage Securities Corp.'s
series 2005-C5. Concurrently, S&P affirmed its ratings on the
remaining classes from this transaction.

The lowered ratings reflect the credit concerns with 12 of the 20
loans in the pool that reported debt service coverage (DSC) below
1.0x. In addition, the downgrades reflect anticipated credit
support erosion upon the eventual resolution of one of the two
assets with the special servicer.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

There are 20 loans in the pool, totaling $56.3 million (2.0%),
that have reported a DSC lower than 1.0x. The loans are secured
primarily by a variety of office, retail, and multifamily
properties. The loans experienced an average decline in DSC of
53.8% since issuance. Of the 20 loans, Standard & Poor's has
credit concerns with 12 loans (1.6%). Most of these loans have
experienced a combination of declining occupancy and higher
operating expenses. The other eight loans generally had reserves,
which may be used pay debt service or relatively low amounts of
debt per sq. ft./unit/room compared with other properties in the
market.   

There are two delinquent loans in the pool totaling $6.0 million
(0.2%) with the special servicer, CWCapital Asset Management LLC.
Details of the specially serviced loans are:

     -- The Gator Crossing asset has a total exposure of $3.7
million and was transferred to the special servicer in June 2007
due to monetary default and is now classified as real estate owned
(REO). The property is currently being marketed for sale and, as
of the second-quarter of 2008, the property was 36% occupied. The
most recent appraisal, from July 2008, valued the property at $2.6
million. Standard & Poor's expects a moderate loss upon the
liquidation of this asset.

     -- The Sinking Spring Marketplace loan has a total exposure
of $2.8 million and is 90-plus-days delinquent. The loan was
transferred to the special servicer in June 2006 because the
borrower had been arrested on allegations of fraud. The borrower's
estate is currently being liquidated in bankruptcy court. A
contract to buy the property and assume the loan has been
submitted to the bankruptcy trustee. The loan is secured by an
18,260-sq.-ft. retail property built in 1998 in Sinking Spring,
Pa. As of August 2008, occupancy was 95%. Once the assumption of
the loan has been finalized, Standard & Poor's expects the loan to
be returned to the master servicer, Capmark Finance Inc.
(Capmark).

As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 278 loans with an aggregate balance of $2.88 billion,
compared with 280 loans with a balance of $2.90 billion at
issuance.  Capmark reported financial information for 98% of the
pool. Ninety percent of the servicer-provided information was
full-year 2007 data. Based on this data, Standard & Poor's
calculated a weighted average DSC of 1.84x for the pool, up from
1.74x at issuance. Loans secured by cooperative apartment
properties secure 3.6% of the pool. To date, the trust has
experienced two losses totaling $2.6 million.

Capmark reported a watchlist of 46 loans with an aggregate
outstanding balance of $258.7 million (9.0%). The largest loan on
the watchlist and the 12th-largest loan in the pool is the
Southwest Commons loan. The loan is secured by a 309,173-sq.-ft.
retail property in Littleton, Colo.  The loan appears on the
watchlist because the servicer advanced $222,431 for real estate
taxes. The borrower has agreed to pay for the advances in three
monthly installments starting in October 2008. As of Dec. 31,
2007, the property reported a DSC of 1.47x.

The top 10 loans have an aggregate outstanding pooled trust
balance of $963.5 million (33.4%) and a weighted average DSC of
1.69x, up from 1.67x at issuance. Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures, and all of the
properties were characterized as "good."  

The credit characteristics of the 375 Park Avenue, 120 Wall
Street, and MK Plaza loans are consistent with those of
investment-grade obligations. The credit characteristics of the
Northland Center Mall are no longer consistent with those of an
investment-grade obligation. Details of these loans are:

     -- The largest loan in the pool, the 375 Park Avenue loan,
has a trust balance of $273.8 million (9.5%) and a whole-loan
balance of $310.0 million. The whole loan consists of a $273.8
million senior participation and a $36.2 million junior
participation that is securitized on a nonpooled basis. In
addition, there is $252.5 million of mezzanine debt, which is
secured by a pledge of partnership interests in the borrowing
entity. The whole loan is secured by the "Seagram's Building", a
39-story office building totaling 791,993 sq. ft. located between
52nd and 53rd Streets on Park Avenue in New York City. The
reported DSC was 2.54x as of year-end 2007, and occupancy was 95%
as of March 2008, compared with a DSC of 2.14x and occupancy of
98% at issuance. Standard & Poor's adjusted net cash flow (NCF)
has increased 22.2% since issuance.

     -- The fifth-largest loan in the pool, the 120 Wall Street
loan, has a balance of $70.0 million (2.4%). The loan is secured
by a 34-story, class B office building totaling 607,172 sq. ft. on
Wall Street in the Financial District of New York City. The
reported DSC was 2.94x as of year-end 2007, and occupancy was 100%
as of June 2008, compared with a DSC of 2.45x and 99% occupancy at
issuance. Standard & Poor's adjusted NCF has increased 11.0% since
issuance.

     -- The 19th-largest exposure in the pool, The Northland
Center Mall loan, has a balance of $30.1 million (1.0%). The loan
is secured by 537,716 sq. ft. of a 1.4 million-sq.-ft. regional
mall in Detroit, Mich. Occupancy was 77.2% as of Aug. 12, 2008,
and the year-end 2007 DSC was 1.81x. Standard & Poor's adjusted
net value for this loan is down 28.0% since issuance primarily due
to lower reimbursements and higher expenses.

     -- The 27th-largest exposure in the pool, the MK Plaza loan,
has a balance of $20.0 million (0.7%). The loan is secured by a
554,649-sq.-ft. suburban office building in Boise, Idaho.
Occupancy was 94% as of Dec. 31, 2007, and the year-end 2007 DSC
was 4.41x. Standard & Poor's adjusted NCF has increased 15.5%
since issuance.

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

RATINGS LOWERED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-C5

             Rating
Class     To        From   Credit enhancement (%)
N         B+        BB-                       1.95
O         B         B+                        1.82
P         B-        B                         1.56
Q         CCC+      B-                        1.18

RATINGS AFFIRMED
   
Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-C5

Class     Rating         Credit enhancement (%)
A-1       AAA                             30.47
A-2       AAA                             30.47
A-3       AAA                             30.47
A-AB      AAA                             30.47
A-4       AAA                             30.47
A-1A      AAA                             30.47
A-M       AAA                             20.28
A-J       AAA                             12.39
B         AA+                             11.51
C         AA                               9.84
D         AA-                              9.08
E         A+                               8.44
F         A                                7.42
G         A-                               6.15
H         BBB+                             5.38
J         BBB                              4.24
K         BBB-                             3.09
L         BB+                              2.84
M         BB                               2.33
A-X       AAA                               N/A
A-SP      AAA                               N/A
A-Y       AAA                               N/A

N/A -- Not applicable.


CYBERONICS INC: July 25 Balance Sheet Upside-Down by $6.6 Million
-----------------------------------------------------------------
Cyberonics Inc.'s balance sheet at July 25, 2008, showed total
assets of $143.7 million and total liabilities of $150.3 million,
resulting a stockholders' deficit of $6.6 million.

The company reported net income of $2.1 million for the first
quarter, compared with a net loss of $8.2 million in the first
quarter of fiscal 2008.

Cash increased by $10.1 million to $101.1 million in the completed
quarter.  This increase reflects positive operating cash flow of
$6.6 million and an additional $4.1 million resulting from the
exercise of stock options.

Worldwide net sales for the first quarter of fiscal 2009 were
$33.7 million compared to $29.1 million in the comparable period
of fiscal 2008, representing an increase of 16%.  Net product
sales in the quarter attributable to the epilepsy indication were
$32.6 million, an increase of $5.8 million, or 22%, over the first
quarter of fiscal 2008, while net sales attributable to the
depression indication declined to $0.7 million from $2.2 million
in the same period in the prior year.

U.S. net product sales attributable to the epilepsy indication
increased to $25.8 million, compared with $20.9 million in the
comparable period of fiscal 2008, an increase of $4.9 million, or
23%.

International net sales increased by 19% in the first quarter of
fiscal 2009 to $7.1 million, up from $6.0 million reported in the
first quarter of the prior fiscal year, due primarily to pricing
improvements, a higher proportion of sales through direct channels
and the impact of foreign currency movements.

Net sales for the quarter included $0.4 million related to the
license fee of $9.5 million received during the third quarter of
fiscal 2008.

                  Liquidity and Capital Resources

Net cash provided by operating activities during the thirteen
weeks ended July 25, 2008, was $6.6 million as compared to net
cash used in operating activities of $2.3 million during the same
period of the previous fiscal year.  The reasons for the increase
in cash provided by operating activities was increased sales,
higher gross-profit percentage and reduced overall expenses.

Net cash used in investing activities during the thirteen weeks
ended July 25, 2008, was $0.2 million compared to net cash used in
investing activities of $0.3 million during the same period of the
previous fiscal year.  This amount represents investment in
property and equipment.  

Net cash provided by financing activities during the thirteen
weeks ended July 25, 2008 was approximately $4.0 million compared
to net cash provided by financing activities of approximately
$4.2 million during the same period of the previous fiscal year.  
The reason for the cash provided by financing activities for both
periods is the proceeds from issuance of common stock pursuant to
stock option exercises.

                About Cyberonics and VNS Therapy(TM)

Cyberonics Inc. (NASDAQ: CYBX) -- http://www.cyberonics.com/-- is   
a medical technology company with core expertise in
neuromodulation. The company developed and markets the Vagus Nerve
Stimulation (VNS) Therapy(TM) System, --
http://www.vnstherapy.com/-- which is FDA-approved for the   
treatments of epilepsy and treatment-resistant depression.  The
VNS Therapy System uses a surgically implanted medical device that
delivers electrical pulsed signals to the vagus nerve.  Cyberonics
markets the VNS Therapy System in selected markets worldwide.


DEATH ROW: Buyer Global Music to be Acquired by Mediatechnics
-------------------------------------------------------------
Mediatechnics Corporation has agreed to purchase Global Music
Group - New York, the company that won the bid to acquire the
assets of Death Row Records Inc. in June 2008 for $24 million.  
Mediatechnics intends to provide Global Music with the funds
needed to complete the acquisition.

The deal would give Mediatechnics Corp. ownership of Global Music
Group, which will hold upon completion of the purchase -- free and
clear of all liens, claims and encumbrances -- all of the assets
that comprise Death Row Records, including Death Row's catalog of
master recordings and published music, as well as all trademarks
and other intellectual property, licenses, artist and writer
agreements, works in progress, and options.   An independent
valuation of the bankruptcy estate completed last month placed the
catalog value at $32 million.

The Death Row catalog includes a significant amount of previously
unreleased material by the late Tupac "2Pac" Shakur and other top
artists, as well as almost all of the previously released music of
Dr. Dre and 2Pac.  The 2Pac music has spawned great interest with
the media since the possibility of its imminent release became
news.

Founded in 1991 by Marion "Suge" Knight and Dr. Dre, Death Row
Records established itself as one of the biggest labels at the
forefront of the '90s gangsta rap music era, and, for all intents
and purposes, defined the genre. The label was home to such
artists as Dr. Dre, Snoop Dogg, Tha Dogg Pound as well as 2Pac.

By the early 2000s, Death Row was besieged with several crippling
lawsuits and criminal convictions for founder Suge Knight.  In
April of 2006, Knight sought bankruptcy protection for himself and
the label.  On June 24 of this year, the U.S. Bankruptcy Court for
the Central District of California approved the sale of Death Row
to Global Music Group - New York for $24 million, and Global Music
placed a deposit with the court.

Mediatechnics President Richard Wilson said, "The acquisition of
Global Music and Death Row Records will represent a landmark
turning point for our company.  Together with our subsidiaries,
the Live Network and CRD Technologies, the prospects of co-
branding, licensing and new product development are astounding."  
He continued, "We're driving hard to lock in all of the
complicated pieces of this puzzle necessary to successfully
conclude this remarkable deal."

Susan Berg, President of Global Music Group - NY, said, "We are
delighted by the prospects that this imminent transaction could
bring to our two companies and believe the outcome, both
financially and creatively, can be an incredible force."  Berg
qualified Global Music Group as a bidder with the Federal
Bankruptcy Court prior to the auction in June, putting up more
than one million dollars on deposit.

Mediatechnics' transaction remains contingent upon several
factors, not the least of which is the closing of the financing
and the subsequent payment to, and acceptance by, the Bankruptcy
Court and its trustee.  While many factors outside the control of
Mediatechnics could yet affect whether or not the transaction is
completed, the company is currently in possession of a Letter of
Intent from a lender to fund the transaction, and has been
informed by GMG-NY that it is likely that the purchase will be
accepted when funds are proven and delivered.

                      About Death Row

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.  The
U.S. Trustee for Region 17 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Pachulski Stang Ziehl & Jones as its counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $1,500,000 and total debts of $119,794,000.


DEEPWATER DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Deepwater Development Company, LLC
        4315 South Hesperides Drive
        Nags Head, NC 27959

Bankruptcy Case No.: 08-05747

Related Information: Michael Kin Lam, Sr., member and manager,
                     filed the petition on the Debtor's behalf.

Chapter 11 Petition Date: August 26, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Jason L. Hendren, Esq.
                  (bwood@bradynordgren.com)
                  Brady, Nordgren, Morton & Malone, PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, NC 27612
                  Tel: (919) 782-3500
                  Fax: (919) 573-1430

Estimated Assets: $1 million to $10 million

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

A copy of the Debtor's petition containing a list of its largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/NCeb08-05747.pdf


DEEPWATER DEVELOPMENT: Section 341(a) Meeting Set for October 1
---------------------------------------------------------------
The Bankruptcy Administrator for the U.S. Bankruptcy Court in
Eastern District of North Carolina (Wilson) will hold a meeting of
creditors of Deepwater Development Company, LLC at 10:00 a.m., on
Oct. 1, 2008, at USBA Creditors Meeting Room, 1760 B Parkwood
Boulevard 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.

Nags Head, North Carolina-based Deepwater Development Company, LLC
was placed under chapter 11 bankruptcy by its member and manager,
Michael Kin Lam, Sr., on Aug. 26, 2008 (Bankr. E.D.N.C. Case No.
08-05747).  Judge J. Rich Leonard presides over the case.  Jason
L. Hendren, Esq., at Brady, Nordgren, Morton & Malone, PLLC,
represents the Debtor in its restructuring efforts.  The Debtor
listed assets between $1 million and $10 million and debts between
$100,000 and $500,000.


DELPHI CORP: Appaloosa Wants Fraud Claims Dismissed
---------------------------------------------------
BankruptcyLaw 360 reports that Appaloosa Management LP has asked a
court to throw out claims and strike allegations brought by Delphi
Corp. in relation to a $2.55 billion planned investment that
didn't push through.

As reported by the Troubled Company Reporter on August 15, 2008,
the Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued a ruling granting in part and
denying in part, each of the motions of Appaloosa, Harbinger Del-
Auto Investment Company Ltd., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Goldman Sachs & Co. and UBS Securities LLC for
the dismissal of the complaints filed against them by the Debtors,
pursuant to Rules 9(b), 12(b)(6) and (12)(f) of the Federal Rules
of Civil Procedure, as incorporated by Rules 7009 and 7012(b) of
the Federal Rules of Bankruptcy Procedure.

As disclosed in the TCR on Aug. 7, 2008, Delphi accused Appaloosa
and other investors of defrauding the Court by stating that they
had every intention of performing under the Equity Purchase and
Commitment Agreement.  Appaloosa, however, argued that Delphi
cannot seek specific performance because it is currently unable to
perform under the conditions-precedent of the EPCA, including
obtaining commitment to its $6,100,000,000 debt financing and the
completion of the rights offering.

Delphi's exit from Chapter 11 has been derailed as a result.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000
in total assets and $23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide $2,550,000,000 in equity financing to
Delphi.


DELTA AIR: Obtains $1 Billion Loan Prior to Northwest Merger
------------------------------------------------------------
Delta Air Lines Inc., disclosed that it obtained a $1,000,000,000
loan to give it greater financial flexibility as completion of its
merger with Northwest Airlines nears.

Delta's merger with Northwest is expected to close by the end of
the year.  BusinessWeek says Delta expects to spend $600,000,000
to integrate the two companies.

Ed Bastian, Delta's president and chief financial officer, said
in an interview that the draw is part of a credit line that was
made available to the airline upon its exit from bankruptcy court
protection last year, The Wall Street Journal reports.  

"It's not being done out of any financial duress or any operating
needs for cash," The Atlanta Journal-Constitution quotes Mr.
Bastian as saying.

According to Mr. Bastian, with the company's $3.7 billion in cash
at the end of July, including the $1 billion option exercised,
Delta will have sufficient liquidity through the end of the year.
"We believe we will have more than sufficient cash on hand at the
closing to manage the integration process and run the day-to-day
business," Mr. Bastian said in the memo to employees, reports
BusinessWeek.

Reports further note that Delta renegotiated its Visa/MasterCard
credit card processing agreement to extend the contract period
through Dec. 31, 2011.  Mr. Bastian said there will continue to
be no cash holdback requirement.  The agreement also provides for
all Visa/MasterCard processing for Northwest following the close
of the consolidation.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: NWA Cancels Worldwide Pact, Uses Delta Global Services
-----------------------------------------------------------------
In light of its proposed merger with Delta Air Lines, Inc.,  
Northwest Airlines Corp. ended its contract with French-owned
Worldwide Flight Services for ground services at Bradley
International Airport, and decided to use Delta Global Services, a
Delta subsidiary, Courant.com reports.

Delta spokeswoman Susan Elliott has stated that Delta Global won
the Contract in competitive bidding.  With Northwest's reduced
schedule at Bradley Airport, Worldwide's services are no longer
necessary, Northwest's Vice President for Communications Tammy
Lee told Courant.com.

As a result of the canceled Agreement, Worldwide told the
Department of Labor that it plans to shut down operations at the
Bradley Airport effective October 2, 2008, and contemplates 74
job cuts, says the report.

Delta Global plans to employ 30 additional employees at Bradley
Airport, and are considering Worldwide's workers who are
represented by the Transport Workers Union of America, Ms.
Elliott said.

Worldwide employees have "hard-to-obtain" security clearances;
hence the Union is "cautiously optimistic" that they would find
work with Delta, Courant.com says, quoting Union spokesperson
Jamie Horwitz.

                     About Northwest Airlines

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

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.      

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: Resolves $9 Mil. Hillsborough Aviation Authority Claim
-----------------------------------------------------------------
Hillsborough County Aviation Authority issued bonds, in December
1982, to Delta Air Lines, Inc., with The Bank of New York Mellon,
formerly the Bank of New York, as Indenture Trustee.  Pursuant to
the 1982 Indenture, Delta used the proceeds to construct a hanger,
a maintenance facility and other improvements to a Tampa
International Airport property in Florida.  The bonds were
refinanced in 1988 and 1993.

HCAA and BNY filed a claim for $8,110,311 against Delta,
asserting debt service payments when Delta discontinued its
periodic rent payments upon rejection of the Lease.  HCCA also
has a separate $4,181,735 claim for periodic payments, which the
Debtors also refuse to pay.

In September 2007, Delta filed its counterclaim, seeking
declaratory judgment that the Lease is a "true lease" and
recovery of postpetition payments made to HCAA and BNY.

To avoid the complexities, expenses and risks associated with
litigating the obligations under the Lease, the Parties have
reached a settlement, under which they essentially agree that:

   (a) BNY's Claim will be allowed for $8,000,000;
   (b) HCAA's Claim will be allowed for $846,584; and
   (c) BNY will pay Delta $202,000 to settle its Counterclaim.

Delta has agreed to allow BNY and HCAA unsecured Class 4 Claims
under the Reorganized Debtors' Plan.  Additionally, HCCA will
receive a distribution of new Delta common stock with respect to
Delta's payment to HCAA.

The Agreement also provides that BNY and the former, present and
future holders of record and of beneficial interests in the Bonds
will not have any other claim in Delta's cases or otherwise with
regard to the Lease and the Indenture or the Bonds.

Similarly, HCAA will not have any other claim against Delta or
otherwise with regard to the Lease and the Indenture or the
Bonds.

Under the Agreement, BNY and HCAA fully and finally will
discharge the Reorganized Debtors from the BNY and HCAA Claims.  
In the same manner, Delta will release the BNY and HCAA from any
and all claims.

The Agreement is deemed to settle and resolve all disputes with
respect to any causes of action and claims resulting from,
related to, or arising out of Delta's obligations under the
Lease, the Indenture or the Bonds.

The Parties asked Judge Adlai S. Hardin of the U.S. Bankruptcy
Court for the Southern District of New York to approve their
Settlement Agreement.

A copy of the deal is available for free at:

  http://bankrupt.com/misc/Delta,BNY&HCAA_SettlementAgreement.pdf

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


DELTA AIR: Abett & Co. Discloses 10.10% Stake
---------------------------------------------
In a Form 13G filed with the Securities and Exchange
Commission, Lord, Abbett & Co. LLC disclosed that it beneficially
owns 30,698,022 shares of Delta Air Lines, Inc., common stock.

The Company has a sole voting power of 27,750,818, and has the
option to dispose 30,598,273 shares.

The shares constitute 10.10% of the 303,892,307 shares of Delta
common stock that are outstanding as of June 30, 2008.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DIGISCRIPT INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: DigiScript, Inc.
        1410 Donelson Pike, Suite B-5
        Nashville, TN 37217
        Tel: (615) 850-6924

Bankruptcy Case No.: 08-07584

Related Information: Marshall Graves filed the petition on the
                     Debtor's behalf.

Chapter 11 Petition Date: August 25, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Elliott Warner Jones, Esq.
                  (ejones@dsattorneys.com)
                  Drescher & Sharp PC
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111

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

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition containing a list of its largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/TNmb08-07584.pdf


DIGISCRIPT INC: Section 341(a) Meeting Slated for October 3
-----------------------------------------------------------
The United States Trustee for Region 8 will convene a meeting of
creditors of DigiScript, Inc. at 10:00 a.m., on Oct. 3, 2008, at
Customs House, 701 Broadway, Room 100 in Nashville, Tennessee.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Marshall Graves filed a chapter 11 petition on behalf of
Nashville, Tennessee-based DigiScript, Inc. on Aug. 25, 2008
(Bankr. M.D. Tenn. Case No. 08-07584).  Judge Marian F. Harrison
presides over the case.  Elliott Warner Jones, Esq., at Drescher &
Sharp PC, represents the Debtor in its restructuring efforts.  The
Debtor estimated assets of $100,000 to $500,000 and debts of $1
million to $10 million.


DISTRIBUTED ENERGY: Completes $12.9MM NPS Assets Sale to CB Wind
----------------------------------------------------------------
Pursuant to an Asset Purchase Agreement among Distribution Energy
Systems Corp., its Northern Power Systems, Inc. subsidiary, and CB
Wind Acquisition Corp., dated as of July 17, 2008, Distribution
Energy says it has completed the sale of substantially all of the
assets of Northern Power to CB Wind.

The aggregate purchase price for the Northern Power assets under
the Asset Purchase Agreement was $12,900,000.  

The actual amount paid at the closing was $11,411,209, after
deducting:

     (i) a holdback amount of $600,000 to cover potential
         obligations of the registrant and Northern Power as set
         forth in the Asset Purchase Agreement,

     (ii) $573,790.40 in escrows and

     (iii) the $315,000 breakup fee to NEA Acquisition Corp.

The closing payment was paid directly to Perseus Partners VII,
L.P., the company's secured creditor.

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

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq. and Robert F. Poppiti, Jr., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their claims agent.  The U.S. Trustee for Region
3 appointed three creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee's Counsel is Arent Fox LLP.  
The Debtors disclosed in its schedules, assets of $19,593,387 and
debts of $43,558,713.


DISTRIBUTION EXPERTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Distribution Experts, Inc.
        2A Terminal Way
        Avenel, NJ 07001

Bankruptcy Case No.: 08-25244

Chapter 11 Petition Date: August 12, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsels: Stephen Ravin, Esq.
                   Forman Holt Eliades & Ravin
                   80 Route 4 East
                   Paramus, NJ 07652
                   Tel: (201) 845-1000
                   E-mail: sravin@formanlaw.com

                   Wendy B. Green, Esq.
                   Forman Holt Eliades & Ravin LLC
                   80 Route 4 East
                   Suite 290
                   Paramus, NJ 07652
                   Tel: (201) 845-1000
                   Fax: 201-845-9112
                   E-mail: wgreen@formanlaw.com

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

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

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

             http://bankrupt.com/misc/njb08-25244.pdf


DOWNEY REGIONAL: Weak Balance Sheet Cues S&P to Cut Rating to CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CCC'
from 'BB' on the California Health Facilities Finance Authority's
outstanding $31.0 million series 1993 revenue bonds issued on
behalf of Downey Community Hospital, currently doing business as
Downey Regional Medical Center (the medical center). The outlook
is negative.

"The rating is based on a sizeable accounts receivable adjustment
of prior-period revenues to be included in the audit for June
2007, which will result in a large operating loss and significant
weakening of the balance sheet, as well as its severe cash
constraints," said Standard & Poor's credit analyst Keith
Dickinson.

The accounting adjustments relate to incorrect booking of
capitation revenues and patient revenues in 2005, 2006, and 2007.
Management has indicated that the negative adjustment will be
material to the financial statements, with an expected loss of
more than $30 million in 2007. Interim results for the 10 months
ended April 30, 2008, show a $9.7 million operating loss, or a
negative operating margin of 6.6%. Of particular concern are the
lack of liquidity and the interruption of Medi-Cal payments from
the state of California, which is putting additional strain on the
organization. Management estimates that as of August, the medical
center has around $9 million of unrestricted cash available to pay
its employees and vendors, which is about 18 days' cash on hand,
with one month's payroll at approximately $6.9 million. This cash
excludes moneys on deposit as collateral on a $7.2 million short-
term line of credit. Debt to capitalization is currently at 54.7%
(including the debt of Downey's property-holding subsidiary), as
unrestricted net assets have dropped by almost $25 million to
$34.8 million at the interim period, from $59.8 million as of June
30, 2007 (unaudited medical center only financials). A new
management team that was formed in 2007, including an external
consultant operating as interim chief financial officer, is
attempting to resolve the major cause of the financial stress,
which stems from losses on the medical center's five capitation
contracts.

The medical center operates a 199-staffed-bed acute-care hospital
in the City of Downey in southeast Los Angeles County, and serves
a population of about 1.4 million.


DRINKS AMERICAS: Continuous Net Losses Raise Substantial Doubt
--------------------------------------------------------------
New York City-based Bernstein & Pinchuk LLP expressed substantial
doubt about Drinks Americas Holdings, Ltd.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended April 30, 2008.  The auditor pointed
to the company's significant losses from operations since its
inception.

The company posted a net loss of $6,310,948 on net sales of
$4,509,070 for the year ended April 30, 2008, as compared with a
net loss of $9,389,250 on net sales of $6,084,520 in the prior
year.

Although the company has shareholders' equity of $178,116 as of
April 30, 2008, the company has incurred significant operating
losses and negative cash flows since inception.  The company
sustained net losses for the years ended April 30, 2007, and 2006.  
For the year ended April 30, 2008, the company used $3,848,266 in
operating activities compared with $8,901,392 for the year ended
April 30, 2007.

The company has increased its working capital as a result of its
December 2007 private placement of its preferred stock.  In
addition the company has improved its liquidity by extinguishing a
significant amount of debt by exchanging it for its common stock
in previous periods.

In June 2006, the company entered into a $10 million, three-year,
working capital revolving finance facility with BACC, a division
of Sovereign Bank.  Interest on the line of credit is prime rate
plus 1.5%, at April 30, 2008, 6.75%.  The facility is secured by a
first security interest in the company's assets.  The facility has
an outstanding balance of $307,940 at April 30, 2008.  

The company will need additional financing, which may take the
form of equity or debt.   The management anticipates that
increased sales revenues will help to some extent.  In the event
that the company will not be able to increase its working capital,
it will not be able to implement or may be required to delay all
or part of its business plan, and the company's ability to attain
profitable operations, generate positive cash flows from operating
and investing activities and materially expand the business will
be adversely affected.

At April 30, 2008, the company's balance sheet showed $4,570,245
in total assets, $4,392,129 in total liabilities, and $178,116 in
total stockholders' equity.  

The company's consolidated balance sheet at April 30, 2008, showed
strained liquidity with $3,007,041 in total current assets
available to pay $4,392,129 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3146

                   About Drinks Americas

Headquartered in Wilton, Conn. Drinks Americas Holdings Ltd. --
http://www.drinksamericas.com/-- develops, owns, markets, and  
nationally distributes alcoholic and non-alcoholic premium
beverages that are often associated with renowned icon
celebrities.  Drinks' portfolio of premium alcoholic beverages
includes Donald Trump's Trump Super Premium Vodka (Spring 2006),
Willie Nelson's Old Whiskey River Bourbon and Bourbon Cream, and
Roy Yamaguchi's Y Sake.  Drinks non-alcoholic brands include the
distribution of Paul Newman's Newman's Own Lightly Sparkling Fruit
Juice Drinks.


EDUCATION RESOURCES: Wants to Set October 17 as Claims Bar Date
---------------------------------------------------------------
The Education Resources Institute Inc. asks the U.S. Bankruptcy
Court for the District of Massachusetts to:

   (a) establish Oct. 17, 2008, as the deadline for filing of
       proofs of claim; and

   (b) approve the form of notice of the deadline and the mailing
       and publication procedures of the bar date.

Gina Lynn Martin, Esq., at Goodwin Procter LLP, in Boston,
Massachusetts, says that the Debtor proposes that any entity,
other than an exempted entity:

   * whose claim is not listed in the Debtor's Schedules of
     Assets and Liabilities;

   * whose claim is listed in the Debtor's Schedules in an
     incorrect amount; or

   * whose claim is listed in the Debtor's Schedules as
     disputed, contingent or unliquidated, and who desires to
     be eligible to vote on a plan of reorganization and share
     in any distribution under a Plan,

be required to file a proof of claim on or before the Bar Date.

Entities will be notified that copies of the Debtor's schedules  
are available for review on its Web site http://www.teri.org/or  
on its claims agent, EPIQ Bankruptcy Solutions, LLC's Web site
http://chapter11.epiqsystems.com/teri/or by contacting EPIQ at  
(800) 609-7049.

The Debtor anticipates that certain creditors may assert claims
in connection with the Debtor's rejection of executory contracts
and unexpired leases pursuant to Section 365.  The Debtor
proposes that, for any claim arising from, or as a consequence
of, the rejection of an executory contract or unexpired lease,
the Bar Date for filing proofs of claim on account of that claim
will be 5:00 p.m., EDT, on the later of (i) the Bar Date; or (ii)
30 days from the date of entry of the Order rejecting the
executory contract or unexpired lease.

These Entities need not file proofs of claim:

   -- any Entity who has already properly filed a proof of claim
      against the Debtor with the Clerk of the Bankruptcy Court
      for the District of Massachusetts or EPIQ;

   -- any Entity whose Claim is listed in the Debtor's Schedules
      in an amount and manner with which that person or entity
      agrees, and which claim is not listed in the Debtor's
      Schedules as disputed, contingent, or  unliquidated;

   -- any Entity whose Claim against the Debtor has been
      previously allowed by order of the Court; or

   -- any Entity whose Claim is allowed under Section 507(a)(1)
      as an administrative expense.

The Debtor reserves the right to (a) dispute, or assert offsets
or defenses against, any filed Claim or any Claim listed or
reflected in the Schedules as to nature, priority, amount,
liability, classification or otherwise; or (b) subsequently
designate any Claim as disputed, contingent or unliquidated.

The Debtor proposes that if the Debtor amends the Schedules to
reduce the undisputed, noncontingent and liquidated amount or to
change the nature or classification of a Claim against the
Debtor, then the affected claimant will have 30 days from the
date that notice of the amendment is served on the claimant to
file a proof of claim or to amend any previously filed proof of
claim in respect of the amended scheduled Claim.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, any Entity that is required to file a proof of claim
with respect to a particular Claim against the Debtor, but fails
to do so in a timely manner, will be barred and enjoined from:

   (i) asserting any Claim against the Debtor that that Entity
       has that (x) is in an amount that exceeds the amount, that
       is set forth in the Schedules as undisputed, noncontingent
       and liquidated; or (y) is of a different nature or in a
       different classification; and

  (ii) voting upon, or receiving distributions under, any plan of
       reorganization in this Chapter 11 case in respect of that
       Claim.

The Debtor has prepared two forms of notice -- one for mailing
and one for publication.  The Debtor believes that both forms
fully and fairly describe the Bar Date, its significance, and the
necessary actions that creditors must take to file a proof of
claim.  The Debtor proposes to give notice to:

   * all known prepetition creditors, claimants, all current
     and former employees in the Debtor's employ at any time
     from January 1, 2008, through the notice date, and parties-
     in-interest listed on the Debtor's Schedules or that are
     otherwise known to the Debtor;

   * all parties who have filed a notice of appearance;

   * each of the Lenders or other financial institutions that
     funded "TERI-Guaranteed" student loans under various loan
     programs;

   * all parties entitled to notice pursuant to Rule 2002(j);

   * counsel for the Official Committee of Unsecured Creditors;
     and

   * the U.S. Trustee.

The notice will be delivered by first-class mail, postage
prepaid, no later than September 5, 2008, and the Debtor will
include with the Bar Date Notice a proof of claim form,
conforming to Official Bankruptcy Form 10.  The mailing of the
Notice no later than that date will ensure that creditors receive
at least 40 days' notice of the Bar Date, which exceeds the
minimum notice period established under Bankruptcy Rule
2002(a)(7).

For any Proof of Claim Form to be validly and properly filed, a
signed original of the completed Proof of Claim Form, together
with accompanying documentation, must be delivered to EPIQ so as
to be actually received no later than the Bar Date.

The Debtor proposes that creditors be permitted to submit proofs
of claim in person or by courier service, hand delivery or mail
and facsimile submissions will not be accepted.  Proofs of claim
will be deemed filed when actually received by EPIQ and if a
creditor wishes to receive acknowledgment of EPIQ's receipt of
the creditor's proof of claim, the creditor must submit a copy of
the proof of claim and a self-addressed, stamped envelope.

The Debtor proposes to publish the Bar Date Notice within 15 days
after the entry of the Bar Date Order in The Boston Globe and the
national edition of The Wall Street Journal.

            About The Education Resources Institute Inc.

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

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

(TERI Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EFOODSAFETY.COM INC: Losses Cues Gruber & Co. Going Concern Doubt
-----------------------------------------------------------------
Gruber & Company, LLC, reported that eFoodSafety.com, Inc., has
suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going
concern, after auditing the company and its subsidiaries'
financial statements for the year ended April 30, 2008, and 2007.

The company posted a net loss of $3,791,966 on total revenues of
$1,189,954 for the year ended April 30, 2008, as compared with a
net loss of $3,614,279 on total revenues of $1,169,658 in the
prior year.

As of April 30, 2008, the company has operating losses of
$3,749,244 for the year.  The continuation of the company is
dependent upon the continuing financial support of directors and
stockholders as well as becoming profitable.

As of April 30, 2008, the company has working capital of
$3,564,771.  As a result of its operating losses during the year
ended April 30, 2008, the company generated a cash flow deficit of
$1,191,073 from operating activities.  The company utilized cash
flows in connection with investing activities of $9,573 during the
year ended April 30, 2008.  The company was able to meet its cash
requirements for the year ended April 30, 2008, with cash flows
provided from financing activities mainly from sales of its stock
for $1,605,078.

During the year ended April 30, 2008, the company incurred sales
and marketing expenses of $204,593, compared with sales and
marketing expenses of $1,409,645 during the year ended April 30,
2007.  The decrease in sales and marketing expenses is primarily
due to the change from the company being solely a distributor to a
manufacturer, as well as a change in how the product is marketed
from ad campaigns and TV advertising to print.  Management expects
such expense to be level in 2009.

At April 30, 2008, the company's balance sheet showed $7,616,214
in total assets, $180,558 in total liabilities, and $7,435,656 in
total stockholders' equity.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3145

                      About eFoodSafety.com

Headquartered in Scottsdale, Ariz., eFoodSafety.com Inc. (OTC BB:
EFSF) -- http://www.efoodsafety.com/-- researches, develops, and  
markets whole foods and nutraceutical products.  The company's
Knock-Out Technologies Ltd. subsidiary has developed an
environmentally safe sporicidal product formulated entirely of
food-grade components that eradicates anthrax and a germicidal
product, Big 6 Plus that kills six major bacteria: E-coli,
Listeria, Pseudomonas, Salmonella, Staphylococcus, and
Streptococcus, Avian Influenza and Black Mold.  The sporicidal
product has completed its final efficacy laboratory study
requisite for EPA registration.  The company's MedElite Inc.
subsidiary distributes clinically proven products to physicians
who then prescribe the products for their patients.  The company
manufactures Cinnergen(TM), a nonprescription liquid whole food
nutritional supplement that promotes healthy glucose metabolism
and is the owner of PurEffect(TM), a 4-step anti-acne formula.


ELK VALLEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Elk Valley Estates LLC
        P.O. Box 1578
        Granby, CO 80446

Bankruptcy Case No.: 08-22286

Type of Business: The Debtor is a single asset real estate as
                  defined in Section 101(51B) of the U.S.
                  Bankruptcy Code.

Chapter 11 Petition Date: August 14, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Guy B. Humphries, Esq.
                  1801 Broadway, Ste. 1100
                  Denver, CO 80202
                  Tel: 303-832-0029
                  Fax: 303-382-4165
                  E-mail: guyhump@aol.com

Total Assets: $8,875,600

Total Debts: $9,917,698

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

             http://bankrupt.com/misc/cob08-22286.pdf


ENERGY EXPLORATION: Earns C$806,619 in 2008 Second Quarter
----------------------------------------------------------
Energy Exploration Technologies Inc. reported net income of
C$806,619 on revenue of C$1,749,076 for the second quarter ended
June 30, 2008, compared with net income of C$1,665,080 on revenue
of C$2,772,806 in the same period last year.

The company recognized C$1,774,470 of SFD survey revenue related
to one contract for a client during the second quarter ended
June 30, 2008, as compared to survey revenue of C$2,763,620 for
two SFD survey contracts during the corresponding period of 2007.  

Effective May 21, 2008, the company sold its 22.5% working
interest in a well at Entice, Alberta for a net proceeds of
C$47,400.  Following the effective date the company ceased to hold
working interests in any producing wells.  The company's interests
in oil and gas properties consists of undeveloped land and Royalty
interests.

Income from operations decreased to C$746,018 for the three months
ended June 30, 2008, as compared to income from operations of
C$1,655,452 for the same period in 2007, mainly as a result of the
decline in revenue.

At June 30, 2008, the company's consolidated balance sheet showed
C$10,228,659 in total assets, C$2,484,577 in total liabilities,
and C$7,744,082 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?315c

                       Going Concern Doubt

Energy Exploration Technologies Inc. is in the early stage of
commercializing its SFD technology.  Its ability to generate
cash flow from operations will depend on its ability to service
its existing clients and develop new clients for its SFD services.  
Management also recognizes that this early commercialization phase
can last for several years.  In addition, Energy Exploration said
that consistent with this early stage of commercialization the
company has a significant economic dependency on a few customers.

Energy Exploration Technologies Inc. believes these conditions
cast substantial doubt about its ability to continue as a
going concern.  

                     About Energy Exploration

Based in Calgary, Alberta, Canada, Energy Exploration Technologies
Inc. (OTC BB: ENXTF; TSX-V: SFD) -- http://www.nxtenergy.com/--   
is in the business of providing wide-area airborne exploration
services to the oil and gas industry.  The company utilizes its
proprietary Stress Field Detection Survey System to offer its
clients a unique service to rapidly identify sub-surface
structures with reservoir potential in sedimentary basins with no
environmental impact.  The value of the service is providing
clients with an efficient, cost effective method of surveying
large tracts of land and delivering an inventory of SFD prospects
with high potential.


ESPRE SOLUTIONS: June 30 Balance Sheet Upside-Down by $872,209
--------------------------------------------------------------
Espre Solutions Inc.'s consolidated balance sheet at June 30,
2008, showed $1,416,113 in total assets, $1,328,988 in total
liabilities, and $959,334 in minority interest, resulting in a
$872,209 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $806,156 in total current assets
available to pay $1,328,988 in total current liabilities.

The company reported a net loss of $2,047,934 on total revenue of
$1,001,750 for the third quarter ended June 30, 2008, compared
with a net loss of $4,571,179 on total revenue of $263,156 in the
same period ended June 30, 2007.

For the three months ended June 30, 2008, total operating expenses
were $3,807,974, compared to $4,906,326 during the same period
last year.  

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?3159

                          Going Concern

The company has incurred significant and recurring losses and
negative cash flow from operations.  

In the period from inception to June 30, 2008, the company has
transacted a substantial amount of its business with related
parties.  The company continues to be dependent on revenues from
these related parties.   The achievement of profitability and the
ability to generate cash flows from operations is dependent upon,
among other things, the acceptance of the company's products and
services, competition from other products and the deployment of
video applications by the company's customers.

There is no assurance that management's plan will be successful.
Accordingly, the company believes substantial doubt exists about
its ability to continue as a going concern.

                    About Espre Solutions Inc.

Headquartered in Plano, Texas, ESPRE Solutions Inc. (OTC: EPRT.PK)
-- http://www.espresolutions.com/-- is a video media services  
company and owner of VUELive, a new web-based video distribution
platform that will deliver a suite of video applications to enable
businesses to collaborate visually anytime, anywhere there is a
broadband connection.


EUROSOCKS NORTH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Eurosocks North America, Inc.
        300 Centerville Road
        Suite 215 South Building
        Warwick, RI 02886
        Tel: (401) 739-6500

Bankruptcy Case No.: 08-12602

Related Information: Alan M. Jacober, chief executive officer and
                     president, filed the petition on the Debtor's
                     behalf.

Chapter 11 Petition Date: August 25, 2008

Court: District of Rhode Island (Providence)

Debtor's Counsel: Theodore Orson, Esq.
                  (torson@orsonandbrusini.com)
                  325 Angell Street
                  Providence, RI 02906
                  Tel: (401) 223-2100
                  Fax: (861) 3103

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition containing a list of its largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/RIb08-12602.pdf


EXECUTE SPORTS: June 30 Balance Sheet Upside-down by $6,685,847
---------------------------------------------------------------
Execute Sports Inc.'s consolidated balance sheet at June 30, 2008,
showed $1,174,024 in total assets and $7,859,871 in total
liabilities, resulting in a $6,685,847 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $746,547 in total current assets
available to pay $3,368,759 in total current liabilities.

The company reported a net loss of $5,063,712 on total net sales
of $1,771,024 for the second quarter ended June 30, 2008, compared
with a net loss of $527,017 on total net sales of $798,037 in the
corresponding period last year.

The increase in net sales is due primarily to an increase in
watersports sales of $827,510 and $145,477 of sales related to
Sugar Sand boats that were not part of the company's product
portfolio during the same period in the previous year.  Going
forward the company expects Sugar Sand boat sales to end as a
result of Challenger Powerboats Inc.'s chapter 7 bankruptcy
filing.  

The increase in net loss is due primarily to the recognition of an
impairment charge of $4,825,000 related to the company's Sugar
Sand investment and higher costs for goods offset by lower
amortization costs related to the company's convertible debentures
and slightly lower overall operating costs.

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?315d

                       Going Concern Doubt

Bedinger & Company, in Concord, Calif., expressed substantial
doubt about Execute Sports Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations.  In
addition, the company has yet to generate an internal cash flow
from its business operations.

                       About Execute Sports

Headquartered in Torrance, Calif., Execute Sports Inc. (OTC BB:
EXCS) -- http://www.executesports.com/-- engages in the design,  
manufacture, and distribution of water sports products in North
America, Europe, Mexico, Australia, South Africa, the Middle East,
and Asia.  Its water sports products include wetsuits, life vests,
rash guards, wakeskates, spray tops, dry tops, and an assortment
of accessories primarily to the wakeboard, wake skate, water ski,
and PWC markets.  The company markets its Execute branded product
line through a network of independent dealers in the United
States; and through distributors internationally.  It also sells
its products through various online retailers, as well as through
sporting goods stores and outlets, marine dealers, and
independently owned pro shops.


FF&Y LLC: Chapter 11 Case Summary and Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: FF&Y, LLC
        4607 Lander Road
        Jefferson, MD 21755

Bankruptcy Case No.: 08-20765

Related Information: Zafar Iqbal, managing member, filed the
                     petition on the Debtor's behalf.  Kushnood
                     Iqbal and Zafar Iqbal each own 50% interest
                     in the Debtor.

Chapter 11 Petition Date: August 22, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Daniel M. Press, Esq.
                  (dpress@chung-press.com)
                  Chung & Press, P.C.
                  6718 Whittier Ave., Ste. 200
                  McLean, VA 22101
                  Tel: (703) 734-3800
                  Fax: (703) 734-0590

Total Assets: $2,124,811

Total Debts: $2,281,477

List of Largest Unsecured Creditor:

   Creditor                       Nature of Claim   Claim Amount
   --------                       ---------------   ------------
   Advanced Environmental         trade debt             $18,054
   Concepts, Inc.


FF&Y LLC: Section 341(a) Meeting Scheduled for September 22
-----------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
creditors of FF&Y, LLC at 9:00 a.m., on Sept. 22, 2008, at 341
meeting rooms, Sixth Floor in Greenbelt, Maryland.

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.

Jefferson, Maryland-based FF&Y, LLC was placed under chapter 11
bankruptcy by Zafar Iqbal, managing member, filed the petition on
the Debtor's behalf.  Kushnood Iqbal and Zafar Iqbal each own 50%
interest in the Debtor.  The petition was filed on Aug. 22, 2008
(Bankr. D. Md. Case No. 08-20765).  Judge Paul Mannes presides
over the case.  Daniel M. Press, Esq., at Chung & Press, P.C.,
represents the Debtor in its restructuring efforts.  The Debtor
listed total assets of $2,124,811 and total debts of $2,281,477.


FREMONT HOME: Moody's Junks Eight Class Certificates
----------------------------------------------------
Moody's Investors Service downgraded 43 tranches from 11 deals
issued by Fremont Home Loan Trust.  The transactions are backed by
primarily first-lien, subprime fixed- and adjustable-rate mortgage
loans that are originated by Fremont.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization, and excess
spread relative to expected losses.  The certificates have been
downgraded based upon recent and expected pool losses and the
resulting erosion of credit support.  Moreover, increasing
delinquencies along with step-down, or the possibility thereof,
are likely to cause further erosion of credit enhancement levels.

Fremont Home Loan Trust 2002-1

  -- Cl. M-2: Downgraded to Ba1, Previously A2;
  -- Cl. M-3: Downgraded to Ba3, Previously Baa3;
  -- Cl. M-4: Downgraded to B1, Previously Baa3;

Fremont Home Loan Trust 2002-2

  -- Cl. M-1: Downgraded to A3, Previously Aa2;
  -- Cl. M-2B: Downgraded to Baa2, Previously A2;
  -- Cl. M-2A: Downgraded to Baa2, Previously A2;

Fremont Home Loan Trust 2003-1

  -- Ser. 2003-1 Cl. M-3: Downgraded to Baa2, Previously A3;
  -- Ser. 2003-1 Cl. M-4: Downgraded to Ba1, Previously Baa1;
  -- Ser. 2003-1 Cl. M-5: Downgraded to Ba2, Previously Baa2;

Fremont Home Loan Trust 2003-A

  -- Cl. M-5: Downgraded to Ba1, Previously Baa2;

Fremont Home Loan Trust 2004-4

  -- Cl. M-5: Downgraded to Baa2, Previously A2;
  -- Cl. M-6: Downgraded to Ba2, Previously Baa1;
  -- Cl. M-7: Downgraded to B1, Previously Baa3;
  -- Cl. M-8: Downgraded to Caa1, Previously Ba2;
  -- Cl. M-9: Downgraded to Caa3, Previously B3;
  -- Cl. M-10: Downgraded to C, Previously Ca;

Fremont Home Loan Trust 2004-A

  -- Cl. B-2: Downgraded to Ba1, Previously Baa2;
  -- Cl. B-3: Downgraded to Ba2, Previously Ba1;

Fremont Home Loan Trust 2004-C

  -- Cl. M-6: Downgraded to Ba1, Previously Baa2;
  -- Cl. M-7: Downgraded to Ba2, Previously Baa3;
  -- Cl. M-8: Downgraded to B3, Previously Ba2;

Fremont Home Loan Trust 2004-D

  -- Cl. M3: Downgraded to A1, Previously Aa3;
  -- Cl. M4: Downgraded to Baa1, Previously A1;
  -- Cl. M5: Downgraded to Baa2, Previously A2;
  -- Cl. M6: Downgraded to Ba1, Previously Baa1;
  -- Cl. M7: Downgraded to Ba3, Previously Baa3;
  -- Cl. M8: Downgraded to B3, Previously Ba2;
  -- Cl. M9: Downgraded to Ca, Previously B1;
  -- Cl. M10: Downgraded to Ca, Previously Caa3;

Fremont Home Loan Trust 2005-1

  -- Cl. M-9: Downgraded to Ca, Previously Caa2;
  -- Cl. B-1: Downgraded to Ca, Previously Caa3;
  -- Cl. B-2: Downgraded to C, Previously Ca;

Fremont Home Loan Trust 2005-A

  -- Cl. M3: Downgraded to A1, Previously Aa3;
  -- Cl. M5: Downgraded to Ba1, Previously Baa2;
  -- Cl. M6: Downgraded to Ba2, Previously Baa3;
  -- Cl. M7: Downgraded to B2, Previously Ba2;
  -- Cl. M8: Downgraded to Caa1, Previously B2;
  -- Cl. M9: Downgraded to Ca, Previously Caa2;
  -- Cl. M10: Downgraded to C, Previously Ca;

Fremont Home Loan Trust 2005-B

  -- Cl. M8: Downgraded to Ba2, Previously Ba1;
  -- Cl. M9: Downgraded to B3, Previously Ba3;
  -- Cl. M10: Downgraded to Ca, Previously B3;
  -- Cl. M11: Downgraded to C, Previously Caa3.


GENERAL SPRING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: General Spring, LLC
        245 Warehouse Lane
        Hartsville, TN 37074

Bankruptcy Case No.: 08-07445

Chapter 11 Petition Date: August 21, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Elliott Warner Jones, Esq.
                  (ejones@dsattorneys.com)
                  Drescher & Sharp PC
                  1720 West End Avenue
                  Suite 300
                  Nashville, TN 37203
                  Tel: (615)-425-7121
                  Fax: (615)-425-7111
                  
Estimated Assets: $1,000,0000 to $10,000,000

Estimated Debts: $1,000,0000 to $10,000,000

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

          http://bankrupt.com/misc/tnmb08-07445.pdf


GENESIS RESTAURANT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Genesis Restaurant Entity Group, Inc.
        1029 Peachtree Parkway
        Box No. 372
        Peachtree City, GA 30269  

Bankruptcy Case No.: 08-12428

Chapter 11 Petition Date: August 25, 2008

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Dorna Jenkins Taylor
                  (dorna.taylor@taylorattorneys.com)
                  Taylor & Associates, LLC, Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax : (404) 745-0136

Total Assets: $1,463,400

Total Debts: $855,035

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

             http://bankrupt.com/misc/ganb08-12428.pdf


GEOFFREY OSLER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Geoffrey Douglas Osler
        3828 49th Ave NE
        Seattle, WA 98105

Bankruptcy Case No.: 08-15406

Chapter 11 Petition Date: August 25, 2008

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Charles A Johnson, Jr.
                  (charlie@johnsonlaw.com)
                  5413 Meridian Ave N Ste A
                  Seattle, WA 98103-6138
                  Tel: 206-632-8980

Total Assets: $3,209,925

Total Debts: $1,740,002

A copy of Debtor's petition, which includes a list of its 20
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/wawb08-15406.pdf


GERARD THEOPHIL: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gerard Theophil Roy
        Nancy Gail Roy
        fka Nancy Gail Walwyn
        2832 South West 36th Terrace
        Cape Coral, FL 33914

Bankruptcy Case No.: 08-12892

Chapter 11 Petition Date: August 26, 2008

Court: Middle District of Florida (Ft. Myers)

Debtor's Counsel: Holly Bower
                  (hb@corporationcounsel.com)
                  Phoenix Law PA
                  12800 University Drive, Suite 260
                  Fort Myers, FL 33907
                  Tel: (239) 333-3800

Total Assets: $1,228,881

Total Debts: $1,672,897

A list of the Debtor's 19 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/flmb08-12892.pdf


GERDAU AMERISTEEL: Moody's Rates $405MM Sr. Unsec. Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service changed to positive from stable the
outlook of all ratings related to Gerdau S.A. and Gerdau
Ameristeel Corporation.  Simultaneously, Moody's withdrew the Ba1
corporate family rating of the Brazilian operations of Gerdau
represented by Gerdau Acominas S.A., Gerdau Acos Longos S.A.,
Gerdau Acos Especiais S.A., and Comercial de Acos S.A.,
collectively referred to as "Gerdau Brazil".

Ratings with outlook changed to positive from stable are:

Issuer: Gerdau S.A.

  -- Ba1 Corporate Family Rating
  -- Ba1 $600 million guaranteed perpetual bonds

Issuer: Gerdau Ameristeel Corporation

  -- Ba1 Probability of Default Rating
  -- Ba1 Corporate Family Rating
  -- Ba1 $405 million Senior Unsecured Guaranteed Notes due 2011
     (LGD 4, 62%)

Issuer: Jacksonville Economic Development Commission (FL)

  -- Ba1 $23 million Industrial Revenue Senior Unsecured Bonds due
     2037 (LGD4, 62%)

Rating withdrawn:

  -- Ba1 Corporate Family Rating of "Gerdau Brazil"

The change in outlook reflects the maintenance of strong debt
protection metrics and robust liquidity on a consolidated basis
while successfully integrating Chaparral Steel, a 2.6 million ton
per year structural steel and steel bar producer acquired in
September 2007 for about $4.2 billion, and Macsteel, a 1.1 million
ton per year specialty steel manufacturer acquired in April 2008
for some $1.46 billion. Gerdau's healthy liquidity is based on a
cash balance of $3.4 billion at June 30, 2008 in addition to $1.35
billion in committed credit facilities, its good access to export-
related financing and comfortable debt repayment schedule vis-à-
vis its strong cash generation.  Current global steel market
conditions are very favorable and, along with recent acquisitions,
are raising Ameristeel's and Gerdau's revenues and earnings to
levels well above historical results.  Moody's expects Gerdau to
use free cash flow to reduce leverage as measured by Net Debt to
EBITDA to around 1.0x by 2008 year-end.

Gerdau's ratings continue to be supported by its solid cash
generation, which reflects its strong market position in the
several markets where it operates, its good operational and
geographic diversity, and cost-driven management.  The company's
acquisitive growth strategy, exposure to commodity products, and
the need for further improvement of operational efficiency in
North America are constraining factors for its ratings.  Moody's
recognizes, however, that acquisitions made so far have
contributed to Gerdau's improved business profile.

At this time, Moody's believes the ratings of Gerdau and
Ameristeel should be highly correlated. The factors behind this
judgment include the strong parent support to Ameristeel,
demonstrated by the recent equity infusion, which maintained the
parent's 66.5% ownership, guarantees of Gerdau for approximately
80% of Ameristeel's debt, cross default provisions under existing
loan agreements, and the centrally managed approach to sales and
operations.  However, there is no assurance that the two
companies' ratings will move in tandem in the future.

Upward pressure on the ratings of Gerdau could result from the
decline in leverage as measured by Consolidated Net Debt  to
EBITDA below 1.8x on a sustained basis simultaneous with the
maintenance of strong credit fundamentals that include efficient
cost management and adequate liquidity levels.  An upgrade of
Ameristeel's ratings would also consider the secured nature of its
$950 million committed credit facility, which is a limiting factor
in achieving investment grade status.

Conversely, Gerdau's ratings or outlook could come under downward
pressure if Consolidated Net Debt to EBITDA remains above 2.2x for
an extended time period or in case of a sharp deterioration in the
group's liquidity position or financial performance.  This
scenario would probably result from a large acquisition preventing
Gerdau from prospectively reducing its leverage.

Gerdau Ameristeel, headquartered in Tampa, Florida, serves
customers in the U.S. and Canada through a vertically integrated
network of 19 minimills, 19 scrap recycling facilities and 68
downstream operations.  The company's run-rate annual sales are
approximately $10 billion.  Gerdau S.A., headquartered in Porto
Alegre, Brazil, is the largest long steel producer in Brazil and
the second largest long steel manufacturer in North America, with
consolidated net revenues of approximately $20 billion for the
trailing twelve months ended June 30, 2008.


GERDAU SA: Moody's Revises Rating on $600 Million Bonds to Ba1
--------------------------------------------------------------
Moody's Investors Service changed to positive from stable the
outlook of all ratings related to Gerdau S.A. and Gerdau
Ameristeel Corporation.  Simultaneously, Moody's withdrew the Ba1
corporate family rating of the Brazilian operations of Gerdau
represented by Gerdau Acominas S.A., Gerdau Acos Longos S.A.,
Gerdau Acos Especiais S.A., and Comercial de Acos S.A.,
collectively referred to as "Gerdau Brazil".

Ratings with outlook changed to positive from stable are:

Issuer: Gerdau S.A.

  -- Ba1 Corporate Family Rating
  -- Ba1 $600 million guaranteed perpetual bonds

Issuer: Gerdau Ameristeel Corporation

  -- Ba1 Probability of Default Rating
  -- Ba1 Corporate Family Rating
  -- Ba1 $405 million Senior Unsecured Guaranteed Notes due 2011
     (LGD 4, 62%)

Issuer: Jacksonville Economic Development Commission (FL)

  -- Ba1 $23 million Industrial Revenue Senior Unsecured Bonds due
     2037 (LGD4, 62%)

Rating withdrawn:

  -- Ba1 Corporate Family Rating of "Gerdau Brazil"

The change in outlook reflects the maintenance of strong debt
protection metrics and robust liquidity on a consolidated basis
while successfully integrating Chaparral Steel, a 2.6 million ton
per year structural steel and steel bar producer acquired in
September 2007 for about $4.2 billion, and Macsteel, a 1.1 million
ton per year specialty steel manufacturer acquired in April 2008
for some $1.46 billion. Gerdau's healthy liquidity is based on a
cash balance of $3.4 billion at June 30, 2008 in addition to $1.35
billion in committed credit facilities, its good access to export-
related financing and comfortable debt repayment schedule vis-à-
vis its strong cash generation.  Current global steel market
conditions are very favorable and, along with recent acquisitions,
are raising Ameristeel's and Gerdau's revenues and earnings to
levels well above historical results.  Moody's expects Gerdau to
use free cash flow to reduce leverage as measured by Net Debt to
EBITDA to around 1.0x by 2008 year-end.

Gerdau's ratings continue to be supported by its solid cash
generation, which reflects its strong market position in the
several markets where it operates, its good operational and
geographic diversity, and cost-driven management.  The company's
acquisitive growth strategy, exposure to commodity products, and
the need for further improvement of operational efficiency in
North America are constraining factors for its ratings.  Moody's
recognizes, however, that acquisitions made so far have
contributed to Gerdau's improved business profile.

At this time, Moody's believes the ratings of Gerdau and
Ameristeel should be highly correlated. The factors behind this
judgment include the strong parent support to Ameristeel,
demonstrated by the recent equity infusion, which maintained the
parent's 66.5% ownership, guarantees of Gerdau for approximately
80% of Ameristeel's debt, cross default provisions under existing
loan agreements, and the centrally managed approach to sales and
operations.  However, there is no assurance that the two
companies' ratings will move in tandem in the future.

Upward pressure on the ratings of Gerdau could result from the
decline in leverage as measured by Consolidated Net Debt  to
EBITDA below 1.8x on a sustained basis simultaneous with the
maintenance of strong credit fundamentals that include efficient
cost management and adequate liquidity levels.  An upgrade of
Ameristeel's ratings would also consider the secured nature of its
$950 million committed credit facility, which is a limiting factor
in achieving investment grade status.

Conversely, Gerdau's ratings or outlook could come under downward
pressure if Consolidated Net Debt to EBITDA remains above 2.2x for
an extended time period or in case of a sharp deterioration in the
group's liquidity position or financial performance.  This
scenario would probably result from a large acquisition preventing
Gerdau from prospectively reducing its leverage.

Gerdau Ameristeel, headquartered in Tampa, Florida, serves
customers in the U.S. and Canada through a vertically integrated
network of 19 minimills, 19 scrap recycling facilities and 68
downstream operations.  The company's run-rate annual sales are
approximately $10 billion.  Gerdau S.A., headquartered in Porto
Alegre, Brazil, is the largest long steel producer in Brazil and
the second largest long steel manufacturer in North America, with
consolidated net revenues of approximately $20 billion for the
trailing twelve months ended June 30, 2008.


GINX INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Ginx, Inc.
        dba Lola
        15 Watts Street
        New York, NY 10013
        Tel: (212) 675-6700

Bankruptcy Case No.: 08-13283

Related Information: Gayle Patrick Odeen, president, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: August 22, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David Carlebach, Esq.
                  (david@carlebachlaw.com)
                  Law Offices of David Carlebach
                  40 Exchange Place
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


GMAC COMMERCIAL: Fitch Keeps CC/DR3 Rating on $25.3MM Class L Loan
------------------------------------------------------------------
Fitch upgrades two classes of GMAC Commercial Mortgage Securities,
Inc., series 1998-C2 as:

  -- $44.3 million class G to 'AAA' from 'A';
  -- $19.0 million class H to 'A' from 'BBB-'.

Fitch also affirms these classes:

  -- Interest Only class X at 'AAA';
  -- $107.6 million class D at 'AAA';
  -- $38 million class E at 'AAA';
  -- $88.6 million class F at 'AAA';
  -- $19.0 million class J at 'BB+';
  -- $19.0 million class K at 'BB-'.

The $25.3 million class L remains at 'CC/DR3' and the
$12.9 million class M remains at 'C/DR6'.  Classes A-1, A-2, B and
C have paid in full.

The upgrades are the result of additional credit enhancement due
to significant pay down since Fitch's last review (57.3%).  The
affirmations of the junior classes are due to an increase in
specially serviced assets and loss expectations since Fitch's last
rating action.  As of the August 2008 distribution date, the
transaction's principal balance decreased 85.2% to $373.6 million
compared to $2.53 billion at issuance.  Fourteen loans (23.7%)
have defeased.

Fitch has identified nineteen Loans of Concern (17.1%), which
includes ten specially serviced assets (11.6%) with significant
losses anticipated.  The largest Fitch Loan of Concern (2.4%), is
specially serviced, and is secured by a multifamily property in
foreclosure located in Saline, Michigan.  The property is
currently for sale with losses expected upon liquidation.

The second largest Loan of Concern is also specially serviced
(1.5%) and is secured by a retail property located in
Indianapolis, Indiana.  The loan is past its scheduled May 2008
maturity and the borrower is working to secure refinancing.

The largest remaining loan in the pool (6.8%) is collateralized by
a multifamily property in Ft. Myers, Florida.  Servicer reported
year-end 2007 occupancy was 98.9% with a debt service coverage
ratio of 2.72 times.

The second largest loan (6.1%) is secured by a portfolio of
industrial warehouse facilities located throughout Connecticut.
Servicer reported YE 2007 occupancy was 91.3% with a DSCR of
1.37x.


GOODY'S FAMILY: Court Approves Amended Disclosure Statement
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware approved on Aug. 24, 2008, an
amended disclosure statement explaining the amended joint Chapter
11 plan of reorganization filed by Goody's Family Clothing Inc.
and the Official Committee of Unsecured Creditors.  He held that
the amended disclosure statement contains adequate information
within the meaning of Section 1125 of the Bankruptcy Code.

A hearing is set for Oct. 6, 2008, at 1:00 p.m., to consider
confirmation of the amended plan.  Objections, if any, are due
Sept. 29, 2008, at 4:00 p.m.

Judge Sontchi also approved procedures the Debtors proposed for
the solicitation and tabulation of plan votes.  Deadline for
voting is Sept. 26, 2008.

                       Overview of the Plan

The amended plan will implement a compromise and settlement among
the Debtors, the prepetition lender, the prepetition junior
lenders and the creditors committee pursuant to Bankruptcy Rule
9019 and Section 1123(b)(3) of the bankruptcy code.  Under the
plan, the Debtor will continue in operation achieving the
objectives of Chapter 11 for the benefit of their creditors.

On the Plan's effective date, the Debtors will waive all of
their respective rights and interest in avoidance action that the
Debtors may hold against any person other than the permitted
avoidance actions commenced before the plan's confirmation date.

The Plan will enable the Debtors to obtain an exit facility to
satisfy the DIP facilities claims, support payments required to be
paid under the plan, pay transaction cost, fund working capital
and other general corporate purposes of the reorganized Debtors
upon their emergence.

As reported in the Troubled Company Reporter on July 18, 2008, the
Court authorized the Debtors to obtain, on a final basis, up to
$210,000,000 in postpetition financing from a consortium of
financial institution including:

  -- General Electric Capital Corporation;
  -- Bank of America N.A.;
  -- 1903 Onshore SPV LLC;
  -- GB Merchant Partners LLC; and
  -- PGDYS Lending LLC.

The committed $210,000,000 DIP financing is comprised of:

   a) a $175,000,000 senior revolving credit facility including
      (i) a $75,000,000 letter of credit sub-limit and (ii) a $20
      million swingline loan sub-limit from General Electric and
      BoA,

   b) a $15,000,000 Term Loan B Credit Facility from 1903 onshore,
      and

   c) a $20 million DIP Tranche C Facility from PDGYS Lending
      consist of (i) $15 million term loan, and (ii) a $5 million
      revolving credit overadvance facility.

The amended plan classifies interests against and claims in the
Debtors in 12 classes.  The classification of treatment of
interests and claims are:

                 Treatment of Interests and Claims

          Type                             Estimated     Estimated
Class    of Claims            Treatment   Amount        Recovery
-----    ---------            ---------   ---------     ---------
1        prepetition senior   unimpaired  $0            100%
           lender claims

2        secured tax          unimpaired  $300,000      100%
           claims

3        aviation finance     unimpaired  $1,325,000    100%
           group secured
           claims

4        miscellaneous        unimpaired  unknown       100%
           secured claims

5        non-tax priority     unimpaired  $350,000      100%
           claims

6        prentice term loan   impaired    $67,527,777   26%-93%
           agreement claim

7        trance B term loan   impaired    $31,795,260   0%
           agreement claims

8        general unsecured    impaired    $125,000,000- 5%-10%
          claims                           $160,000,000    


9        convenience claims   impaired                  0%

10        intercompany claims  impaired                  0%

11        subordinated 510(c)  impaired                  0%
           claims

12        subordinated 510(b)  impaired                  0%
           claims

13        old equity interest  impaired                  0%

Classes 6,7 and 8 are entitled to vote to accept or reject the
plan.

Under the plan, allowed administrative claims, 503(b)(9) claims,
priority tax claims, and non-tax priority claims will be paid in
full, unless otherwise agreed by the holders of the claims.

Holders of Class 2 and 4 claims may be reinstated on original
terms, satisfied on deferred payment terms, or paid in full on the
plan's effective date, at the Debtors' option.

The trance b term loan agreement claims held by GMM Capital LLC
and PGDYS Lending LLC, an affiliates of Prentice Capital
Management LP, will be treated as follows:

   i) GMM will receive new common stock if GMM makes the GMM
      equity election or treatment of its allowed tranche B loan
      agreement claim as a Class8 general unsecured claim; and

  ii) PGDYS Lending will receive new common stock.

Moreover, PGDYS Lending has agreed to waive its rights to
participate in the Class8 general unsecured claim distribution on
account of the unsecured claim arising with respect to its allowed
trance B loan agreement claims.

Holders of Class 8 general unsecured claims will receive a pro
rate share of (i) the general unsecured creditor cash, and (ii)
the general unsecured creditor note.

Class 9, 11 and 12 will not receive any distribution under the
plan.  Holders of Class 10 intercompany claims will be either:

   i) reinstated, in full or in party, or

  ii) canceled and discharge, in full or in part, in which case
      such discharged and satisfied portion will be eliminated and
      the holder of Class 10 claims will not receive any
      distribution under the plan.

Class 13 equity interest will be canceled.

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

               http://ResearchArchives.com/t/s?3152

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

               http://ResearchArchives.com/t/s?3153

A full-text copy of the Debtors' liquidation analysis is available
for free at:

               http://ResearchArchives.com/t/s?3154

A full-text copy of the Debtors' pro forma financial projections
is available for free at

               http://ResearchArchives.com/t/s?3155

A full-text copy of the Debtors' valuation of reorganized Debtors
is available for free at:

               http://ResearchArchives.com/t/s?3156

                       About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing    
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-
11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million.  As of May 3, 2008, the Debtors' records reflected total
assets of $313,000,000 -- book value -- and total debts of
$443,000,000.


GRASSO PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Grasso Properties, Inc.
        180 Boulder Industrial Drive
        Bridgeton, MO 63044

Bankruptcy Case No.: 08-46013

Type of Business: The Debtor is a single asset real estate as
                  defined in Section 101(51B) of the U.S.
                  Bankruptcy Code.

Chapter 11 Petition Date: August 11, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: David A. Sosne, Esq.
                  Summers, Compton et al.
                  8909 Ladue Road
                  St. Louis, MO 63124
                  Tel: (314) 991-4999
                  E-mail: dasattymo@scwh.com

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

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

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

          http://bankrupt.com/misc/moeb08-46013.pdf

GREGORY PERKINS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Gregory E. Perkins
         Laura M. Perkins
         13723 Legend Trail Lane
         Orland Park, IL 60462

Bankruptcy Case No.: 08-21919

Chapter 11 Petition Date: August 20, 2008

Court: Northern District of Illinois (Chicago)

Debtors' Counsel: Forrest L. Ingram, Esq.
                  (fingram@fingramlaw.com)
                  Forrest L. Ingram, P.C.
                  79 West Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298

Estimated Assets: $500,000 to $1,000,000

Estimated Debts:  $10,000,000 to $50,000,000

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

            http://bankrupt.com/misc/ilnb08-21919.pdf


GREY WOLF: S&P Keeps 'BB-' on Watch Positive on Merger Pact
-----------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' corporate credit
rating on land contract drilling firm, Grey Wolf Inc. remains on
CreditWatch with positive implications following the announcement
that rival contract driller, Precision Drilling Trust (not rated)
has entered into a definitive merger agreement with Grey Wolf. At
the same time, S&P revised the CreditWatch listing on Grey Wolf's
senior unsecured issues to developing from negative. The ratings
on Grey Wolf were originally placed on CreditWatch April 22, 2008.
Under the terms of the agreement, Precision will acquire Grey Wolf
for $2 billion and Grey Wolf shareholders will receive $5 cash and
.188 Precision trust units for each share of Grey Wolf.

The transaction follows Grey Wolf's announcement that it would be
exploring strategic alternatives to enhance shareholder value
after Grey Wolf's shareholders failed to approve a previous merger
agreement with Basic Energy Services Inc. (BB-/Stable/--) in mid
July. The announcement also follows Grey Wolf's rejection of
several prior overtures from Precision in the June-July time
period.


GSC ABS: Fitch Downgrades 9 Classes of Notes, Removes from RWN
--------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative nine classes of notes issued by GSC ABS CDO 2006-2m Ltd.
These rating actions are effective immediately:

  -- $189,976,506 class A-1A notes downgraded to 'CCC' from 'BBB+'
     and removed from Rating Watch Negative;
  -- $125,000,000 class A-1B notes downgrade to 'CC' from 'B+' and
     removed from Rating Watch Negative;
  -- $13,500,000 class A-2 notes downgraded to 'CC' from 'B' and
     removed from Rating Watch Negative;
  -- $56,500,000 class B notes downgraded to 'CC' from 'CCC' and
     removed from Rating Watch Negative;
  -- $14,500,000 class C notes downgraded to 'CC' from 'CCC' and
     removed from Rating Watch Negative;
  -- $22,500,000 class D notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;
  -- $21,000,000 class E notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;
  -- $4,652,423 class F notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative;
  -- $4,652,423 class G notes downgraded to 'C' from 'CC'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically from subprime residential mortgage
backed securities.

GSC ABS CDO 2006-2m, Ltd. is a cashflow collateralized debt
obligation with hybrid features which closed May 31, 2006, and is
managed by GSC Group.  The portfolio is composed primarily of
subprime RMBS (80.0%) and Structured Finance (SF) CDOs with
exposure to subprime RMBS (10.3%).  Subprime RMBS of the pre-2005,
2005, 2006, and 2007 vintages account for approximately 7.6%,
38.2%, 33.1%, and 1.1% of the portfolio, respectively.  SF CDOs of
the 2005 and 2006 vintages account for approximately 1.1% and 9.2%
of the portfolio.

Since the last review conducted in November 2007, approximately
73.0% of the portfolio has been downgraded.  The portion of the
portfolio rated below investment grade is now 82.3% while 6.1% of
the portfolio is currently on Rating Watch Negative.

The collateral deterioration has caused each of the class A/B/C,
D, E, and F 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 D, E, F and
G notes, to pay down the class A-1A notes. Consistent with the
current ratings, Fitch expects the class D, E, F, and G notes to
receive only capitalized interest payments in the future with no
ultimate principal recovery.

The ratings on the class A-1A, A-1B, A-2, B and C 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 D, E, F and G notes address
the ultimate receipt of interest payments and principal, as per
the transaction's governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


HEALTHMARKETS INC: S&P Affirms 'BB' Rating; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
HealthMarkets Inc. (HealthMarkets) and its primary operating
subsidiaries to negative from stable.

Standard & Poor's also said that it affirmed its 'BB' counterparty
credit rating on HealthMarkets and its various counterparty credit
and financial strength ratings on HealthMarkets' subsidiaries.

"The negative outlook reflects the potential for longer-term
weakness in the company's earnings profile," explained Standard &
Poor's credit analyst Neal Freedman. Specifically, lower-than-
expected earnings in its core Self-Employed Agency Division (SEA)
are the issue. (The company has announced plans to discontinue its
life insurance and Medicare businesses by year-end 2008.)

"Although we downgraded the group in June because of expectations
of weaker earnings, SEA's operating earnings of $30.7 million
through the first six months of 2008 were well below even our
revised expectations," Mr. Freedman added. "Furthermore, we expect
the company to fall short of our prior expectations regarding
leverage and coverage."

HealthMarkets' SEA division's difficulties stem from a higher-
than-expected loss ratio as the division gradually migrates its
product portfolio to new PPO-type products, which--by design--have
a higher loss ratio than the company's previous products that were
largely per-occurrence or scheduled-benefit products.

If HealthMarkets' earnings profile continues to deteriorate,
Standard & Poor's could lower the ratings on all of HealthMarkets'
companies by one notch.


HECTOR JIMENEZ: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hector Jimenez Ramos
        Calle 6 Numero 17
        Extension Quintas De Monserrate
        Ponce, PR 00731

Bankruptcy Case No.: 08-05383-11

Chapter 11 Petition Date: August 20, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  (modesto@coqui.net)
                  Bigas & Bigas
                  P.O. BOX 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444

Total Assets: $5,661,512

Total Debts: $888,593

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

           http://bankrupt.com/misc/prb08-05383-11.pdf


HINES HORTICULTURE: Organizational Meeting Set for September 2
--------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, will hold an organizational meeting in the Chapter 11 cases of
Hines Horticulture Inc. and its affiliate on September 2, 2008, at
1:00 p.m. at J. Caleb Boggs Federal Building, 844 King Street,
Room 5209 in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922).  Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represents 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.


HINES HORTICULTURE: Gets Initial OK to Use BofA's $53MM DIP Loan
----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware authorized Hines Horticulture Inc.
and Hines Nurseries Inc. to obtain, on an interim basis, up to
$53 million in postpetition financing under a revolving credit
facility from a consortium of lenders including Bank of America
N.A., as agent, PNC Bank National Association and GMAC Commercial
Finance LLC, as lenders, under the loan agreement dated Aug. 20,
2008.

The lenders agreed to provide at most $62 million in DIP financing
on a final basis:

   Lender                          DIP Commitment
   ------                          --------------
   Bank of America N.A.            $24,800,000
   GMAC Commercial Finance LLC     $21,700,000
   PNC Bank, National Association  $15,500,000

Judge Carey also authorized the Debtors to use their lenders' cash
collateral.  The Debtors say that they require overadvance loans
of up to $31 million.  The permitted overadvances are:

                                   Permitted
   Period                          Overadvance
   ------                          -----------
   Date of entry interim order     $11 million
   to Aug. 31, 2008

   Sept. 1 to 15, 2008             $19 million

   Sept. 16 to 30, 2008            $24 million

   Oct. 1 to 15, 2008              $28 million

   Oct. 16 to 15, 2008             $31 million

A hearing is set for Sept. 10, 2008, at 11:00 a.m., to consider
final approval of the Debtors' motion.  Objections, if any, are
due Sept. 8, 2008, at 12:00 noon.

The proceeds of the loans will be used to fund (i) any key
employee retention plan costs, management incentive plan costs or
other employee bonuses, and (ii) any director and officer
insurance premiums or costs.

On Jan. 18, 2007, the Debtors entered into a loan and security
agreement with the lenders to make certain loans and other
financial accommodations to the Debtors.  As of their bankruptcy
filing, the Debtors owe $35,909,096 plus accrued and unpaid
interest, fees and expenses to the lenders.

Under the loan agreement, the DIP facility will bear interest at:

   i) LIBOR for the applicable interest period plus 4.25%, and

  ii) Base Rate in effect from time to time plus 3.25%.

The DIP lien is subject to carve-outs for payments to professional
advisors retained by the Debtors or the committee.  There is a
$250,000 carve-out for the Debtors' professionals and a $100,000
carve-out for the committee's professionals.

To secure their DIP Obligations, the lenders will be granted valid
and perfected first lien on all present and future assets of the
Debtors including all cash contained in any account of the
Debtors, among other things.

The Debtors will pay a host of fees including a $620,000 closing
fee for the ratable benefit of the lenders and a $15,000 servicing
fee, payable each month in advance.

The loan agreement contain customary and appropriate events of
default.

A full-text copy of the Debtors' loan agreement including the
initial cash collateral budget is available for free at:

               http://ResearchArchives.com/t/s?3142

Headquartered in Irvine, Hines Horticulture Inc. --
http://www.hineshorticulture.com-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No. 08-11922).  Kirkland & Ellis LLP represents the Debtors
in their restructuring efforts.  The Debtors selected Epiq
Bankruptcy Services LLC as their claims agent.  When the Debtors
filed for protection against their creditors, they listed assets
and debts between $100 million and $500 million each.


HOLLINGER INC: Toronto Stock Exchange Delists Common Shares
-----------------------------------------------------------
Hollinger Inc. said that its common shares and Series II
preference shares were delisted from the Toronto Stock Exchange
effective as of the close of business on Aug. 22, 2008.

The cease trade order was issued from the company's determination,
in the interests of reducing its costs for the benefit of its
stakeholders, not to prepare and file annual audited financial
statements and other annual disclosure documents in respect of the
company's financial year ended March 31, 2008.

The shares have been suspended from trading since the issuance of
a cease trade order by the Ontario Securities Commission on
July 23, 2008.  

After June 30, 2008, the company has been in default of its
continuous disclosure filing requirements under Canadian
securities laws.

On July 21, 2008, the Ontario Superior Court of Justice authorized
the company and Ernst & Young Inc., the company's court-appointed
monitor, to consent to the issuance of the cease trade order and
the delisting of the Shares.  The company and the monitor have
provided such consent.

Pursuant to proceedings under the companies' Creditors Arrangement
Act, the company is now conducting a claims process for the
company and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc.,
and will also do so for its non-Applicant subsidiaries
as part of their winding-up.

Retired justice John D. Ground was named Litigation Trustee to
administer the company's litigation assets, assisted by an
Advisory Committee and under the supervision of the Monitor and
the Court.

Preliminary estimates prepared by the company, in conjunction with
the monitor, indicate that there is a significant risk that there
will not be adequate recoveries from the company's assets for
there to be any residual value for the Series II preference or
common shareholders of the company.

                         About Hollinger

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately          
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., formerly Hollinger International Inc., a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represent the Debtors in their U.S.
proceedings.

As reported in the Troubled company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HRA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: HRA Medical Managment, Inc.
        1455 Frazee Road, Suite 500
        San Diego, CA 92108  

Bankruptcy Case No.: 08-07569

Type of Business: The Debtor is a health care billing consultant
                  and data management company.

Chapter 11 Petition Date: August 8, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Jack F. Fitzmaurice, Esq.
                  Fitzmaurice Demergian & Palaganas
                  1061 Tierra del Rey, Suite 204
                  Chula Vista, CA 91910
                  Tel: (619) 591-1000
                  Fax: (619) 591-1010

Total Assets: $1,305,647

Total Debts:  $5,498,355

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

            http://bankrupt.com/misc/casb08-07569.pdf


IDLEAIRE TECHNOLOGIES: New Owners Have Resources to Bring Success
-----------------------------------------------------------------
IdleAire Technologies Corp.'s restructuring specialist John
Calabrese of CRG Partners has assured reporters at the Great
Trucking Show that IdleAire's new owners have the ability,
experience, and funds to return the company to profitability, The
Trucker.Com reports.

As disclosed in the Troubled Company Reporter on July 17, 2008,
the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved the sale of IdleAire Technologies Corp. to
noteholder group IdleAire Acquisition Company LLC for about $26
million.  The noteholder group is composed of, among others,
Airlie Opportunity Master Fund Ltd., Kenmont Special Opportunities
Master Fund LP, Miesque Fund Limited, SV Special Situations Master
Fund Ltd., Pierce Diversified Trading Strategy Fund LLC, Whitebox
Hedged High Yield Partners LP, Wilfrid Aubrey Growth Fund LP and
Wilfrid Aubrey International Limited.

Mr. Calabrese added that no employees will be displaced except for
certain management positions, Trucker.Com discloses.  The company
is seeking a new experienced chief executive officer.  Mr.
Calebrese also suggested that the company's headquarters will stay
in Knoxville, Tennessee.

The paper quoted Mr. Calabrese as saying, "The main thing we have
to focus on right now is to continue to create a business that's
financially sound."

Headquartered in Knoxville, Tennessee, IdleAire Technologies Corp.
-- http://www.idleaire.com/-- is a privately held corporation        
founded in June 2000 and has not been profitable since inception.   
It manufactures and services an advanced travel center
electrification system providing heating, ventilation & air
conditioning, Internet and other services to truck drivers parked
at rest stops.  The company delivers its services to long-haul
drivers through its patented Advanced Travel Center
Electrification(R) system, or ATE system, comprised of an in-cab
service module connected to an external heating, ventilation and
air conditioning unit, or HVAC unit, mounted on a truss structure
above parking spaces.  IdleAire has 131 locations in 34 states and
employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
John Monaghan, Esq., at Holland & Knight LLP is co-counsel to the
Debtor.  The Debtor selected Kurtzman Carson Consultants LLC as
claim, noticing and balloting agent.  The U.S. Trustee for Region
3 appointed three creditors as members of the Official Committee
of Unsecured Creditors.  Saul Ewing LLP represents the Creditors'
Committee.

The Troubled Company Reporter disclosed on June 30, 2008 that the
Debtor's summary of schedules showed total assets of $152,398,370
and total debts of $373,220,369.


INDYMAC BANCORP: Proofs of Claim Due October 14
-----------------------------------------------
Creditors having claims against IndyMac Bank, FSB, a unit of
IndyMac Bancorp, must submit their proofs of claim by Oct. 14,
2008, to the Federal Deposit Insurance Corporation, the appointed
receiver in IndyMac's bankruptcy case.

    The FDIC
    1601 Bryan Street
    Dallas, TX 75201
    Attention: Dale Gentill

                      About IndyMac Bancorp

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.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D. Calif., Case No. 08-21752).  
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had $32.01 billion
in assets as of July 11, 2008.  In court documents, IndyMac
disclosed estimated assets of $50 million to $100 million and
estimated debts of $100 million to $500 million.  

All of Indymac's business is conducted, and assets are held,
within IndyMac Bank, F.S.B.  On July 11, 2008, the Office of
Thrift Supervision closed IndyMac Bank and appointed FDIC as the
bank's receiver.  Thacher Proffitt & Wood LLP was engaged as
counsel to the FDIC.


INNOVATIVE CARD: NASDAQ to Delist Shares from Non-Compliance
------------------------------------------------------------
Innovative Card Technologies, Inc. received a notice of non-
compliance from the Listing Qualifications Staff of The NASDAQ
Stock Market indicating that the Company did not regain compliance
with the minimum $35 million market value of listed securities
requirement set forth in Marketplace Rule 4310(c)(8)(B).

As a result, the company's securities are subject to delisting
from The NASDAQ Capital Market.  This notice follows the company's
previous announcement on July 22, 2008 that it had received
notification from the Staff stating that the company's common
stock had not maintained the required minimum $35 million market
value of listed securities over the previous ten consecutive
trading days, and, in accordance with NASDAQ rules, providing the
Company with 30 calendar days, or through Aug. 15, 2008, to regain
compliance.

The company intends to request a hearing before a NASDAQ Listing
Qualifications Panel to present its plan to regain compliance.  
The hearing request will stay the delisting of the company's
common stock pending the Panel's decision.

                     About Innovative Card

Headquartered in Los Angeles, Innovative Card Technologies Inc.
(Nasdaq: INVC) -- http://www.incardtech.com/-- develops and   
markets secure powered cards for payment, identification, physical
and logical access applications.  The company's main product, the
ICT DisplayCard, integrates the security of a one-time password
token directly into a card the size of a standard credit or debit
card.


INTERMET CORP: Hearing on Cash Collateral Motion Set Sept. 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
conduct a final hearing on Sept. 3, 2008, at 4:00 p.m., to
consider approval of a request by Intermet Corp. and its debtor-
affiliates to access the cash collateral securing debt obligations
to their lenders.

The prepetition lending syndicate include of CapitalSource Finance
LLC, as administrative collateral agent on behalf of prepetition
revolving lenders; Goldman Sachs Credit Partners L.P., as
administrative and collateral agent on behalf of prepetition first
lien term lenders; and LaSalle Bank Midwest, N.A., as
administrative and collateral agent on behalf of prepetition
second lien term lenders.

As reported by the Troubled Company Reporter on Aug. 25, 2008, the
Honorable Kevin Gross gave Intermet, which filed for chapter 11
protection for the second time on August 12, permission to access
cash collateral from a group of prepetition lenders despite the
lenders' objections.

CapitalSource had related to the Court that the Debtors' proposed
adequate protection package relating to the cash collateral is
wholly inadequate.  The Debtors allege a need for the use of the
prepetition revolving lenders' cash collateral to maintain
operations and fund their working capital needs.  CapitalSource
contended that simply needing the use of cash collateral for
continued operations is not sufficient basis for giving the
Debtors the authority they are seeking.

According to CapitalSource, this is the Debtors' second bankruptcy
filing within four years.  Debtors have admitted that the downturn
of the U.S. auto industry has caused a significant decline in
demand for component parts.  Hence, the decline outpaced the
Debtors' efforts to remain profitable.  It is clear then,
CapitalSource asserted, that the Debtors will continue to operate
at a loss and burn cash while they pursue restructuring efforts.

CapitalSource said that since it is wholly uncertain and
speculative whether the Debtors will be able to successfully
restructure, prepetition revolving lenders should not be forced to
fund these chapter 11 cases through the unfettered use of their
cash collateral without being provided with adequate protection.

Objections to the use of cash collateral on a final basis are due
Aug. 28, 2008, at 4:00 p.m.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008 (D.
Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).  
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' lead counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  When the Debtors filed for protection
from their creditors, they listed assets between $50 million and
$100 million and total debts between $100 million and
$500 million.


INTERMET CORP: U.S. Trustee Forms Five-Member Creditors' Panel
--------------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
the Official Committee of Unsecured Creditors in the bankruptcy
case of Intermet Corp. and its debtor-affiliates.

The members of the Committee are:

   1. Spectro Alloys Corp.,
      Attn: Don W oessner
      13220 Doyle Path
      Rosemount, MN 55068
      Tel: 651-480-6118
      Fax: 651-438-3714

   2. Behr Iron & Steel, Inc.
      Attn: Lee Foecking
      1100 Seminary Street
      Rockford, IL 61104
      Tel: 815-987-2610
      Fax: 815-987-2606

   3. United Steelworkers
      Attn: David R. Jury
      Five Gateway Center, Room 807
      Pittsburgh, PA 15222
      Tel: 412-562-2545
      Fax: 412-562-2429

   4. Omni Source Corporation
      Attn: Marlene Eckman Sloat
      7575 W est Jefferson Boulevard
      Fort Wayne, IN 46804
      Tel: 260-423-8542
      Fax: 260-423-8675

   5. Industrial Supply Corporation
      Attn: Thomas R. Torp
      1 Waterside Crossing, Suite 400
      Windsor, CT 06095
      Tel: 860-687-5133
      Fax: 860-687-5099

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008 (D.
Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).  
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' lead counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  When the Debtors filed for protection
from their creditors, they listed assets between $50 million and
$100 million and total debts between $100 million and
$500 million.


IXI MOBILE: June 30 Balance Sheet Upside-Down by $11,352,000
------------------------------------------------------------
IXI Mobile Inc.'s consolidated balance sheet at June 30, 2008,
showed $29,504,000 in total assets and $40,856,000 in total
liabilities, resulting in a $11,352,000 stockholders' deficit.

The company reported a net loss of $11,387,000 on total revenues
of $2,221,000 for the second quarter ended June 30, 2008, compared
with a net loss of $21,508,000 on total revenues of $3,171,000 in
the same period ended June 30, 2007.

The decrease in revenues primarily reflects a decrease in revenues
from the sale of Ogo devices, due to lower activations of Ogo
devices in the three months ended June 30, 2008.  This decrease
was partially offset by an increase in revenues from hosted
services mainly due to an increase in the monthly service average
selling price.

Total cost of revenues for the three months ended June 30, 2008,
increased by approximately 38% to $5,591,000, compared to
$4,062,000 for the three months ended June 30, 2007.

Cost of revenue for the three months ended June 30, 2008,  
continued to be high compared to revenues primarily due to
salaries and related personnel expenses for employees engaged in
the delivery and support of products and employees engaged in the
support of the hosted services, as well as the allocation of fixed
overhead and facility costs, which, as fixed costs, had a greater
weighted impact on the cost of revenues due to the small number of
units sold or with respect to which revenue was recognized.

Research and development expenses increased by 1% to $4,166,000
for the three months ended June 30, 2008, from approximately
$4,133,000 for the three months ended June 30, 2007.

Selling and marketing expenses decreased by 11% to $1,229,000 for
the three months ended June 30, 2008 compared to $1,388,000 for
the three months ended June 30, 2007.   

General and administrative expenses decreased by approximately 47%
to $1,996,000 for the three months ended June 30, 2008, compared
to $3,756,000 for the three months ended June 30, 2007.  

Financial expenses, net, for the three months ended June 30, 2008,
were $610,000 compared to financial expenses, net, of $11,313,000
for the three months ended June 30, 2007.  Financial expenses for
the three months ended June 30, 2007, were primarily attributable
to interest on bridge loans and credit lines, and additional
financial expenses recorded in connection with the consummation of
the merger with IXI Mobile (USA) Inc.

                 Liquidity and Capital Resources

Since inception, operations have been funded through capital
investments from the company's security holders, loans from
venture lenders and banks, Israeli Office of the Chief Scientist
(OCS) grants and cash flow from operations.  The company has
incurred operating losses since inception, including net losses of
$11,387,000 for the three months ended June 30, 2008.  As of
June 30, 2008, the company had an accumulated deficit and
stockholders' deficiency of $180,196,000 and $11,352,000,
respectively.

At June 30, 2008, the company had cash and cash equivalents
available to fund operations of $8,118,000 and, in addition, the
company has an unused credit line from Bank Leumi of approximately
$90,000.  

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?313f

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted  
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted  
primarily in its facilities in Israel and Romania.


JEFFERSON COUNTY: Replaces Advisors, Inches Closer to Bankruptcy
----------------------------------------------------------------
William Selway and Lisa Harris at Bloomberg News report that
Jefferson County, Alabama, officials have told their lawyers on
Tuesday to prepare a bankruptcy filing if the county can't reach
an agreement with creditors regarding interest payments related to
its $3 billion in bonds.

Crystal Jarvis at Birmingham (Ala.) Business Journal says the
Jefferson County Commission voted to terminate the services of
Bill Slaughter of Haskell Slaughter Young & Rediker as the lead
financial advisor, Morgan Keegan & Co., Sterne Agee & Leech Inc.
and Citigroup Inc.  Bloomberg says the Commission voted to re-hire
law firm Bradley Arant Rose & White LLP, which, together with the
county attorney, will take over negotiations with creditors led by
JPMorgan Chase & Co.

Bloomberg says the terminated bankers and advisers' proposals
failed to win support.

"The services of the current team are no longer needed and said
team shall cease to perform services related to the sewer debt,"
Business Journal reports, citing the resolution.

As reported by the Troubled Company Reporter on August 4, 2008,
the plan to pay the $3.2 billion sewer debt has these main parts:

     -- an extension to an existing one-cent sales tax due to   
        expire in the next five years that is expected to generate
        $663 million;

     -- an expansion of the occupational tax that is expected to
        generate $38 million; and

     -- the use of the sewer revenue, generating $1.9 billion, to
        pay down debt.

In addition, should this proposed revenue generation plans fail,
property taxes will be raised to generate more funds to cover the
shortfall.

A copy of the plan is available at:

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

Majority of the Jefferson County Commission opposed the plan.

According to Bloomberg, Commission President Bettye Fine Collins
told reporters, "We are hoping for success but preparing for
filing if necessary. . . . This has some likelihood to work. Wall
Street may not want to take a chance at court."

Jefferson County has $4.6 billion in overall debt, including $3.2
billion in sewer bonds.  Bloomberg and Business Journal note that
since early February, the Jefferson County sewer system has been
distressed by $3.2 billion worth of debt after a $2.2 billion
portion of its loans were refinanced to adjustable rates, which
skyrocketed amid the nationwide credit crunch.  Bloomberg says the
county's rates were pushed to as high as 10%.

According to Bloomberg, a Jefferson County sewer bond maturing in
2027 traded between securities dealers on August 26 yielded 7.9
percent, little changed from August 25 and selling for 75.6 cents
on the dollar, according to Municipal Securities Rulemaking Board
data.

Bloomberg explains that the county's difficulties have been
compounded by more than $5 billion of interest-rate swaps it
purchased from banks led by JPMorgan, which were supposed to
protect it from any jump in interest costs. The contracts,
Bloomberg says, pushed the county deeper in debt and prevented the
county from refinancing the bonds without paying $250 million in
fees to break the deals.  The five-member county commission has
been divided over how to pay for the sewer systems' debts, which
customers' fees were to cover, according to Bloomberg.

Bloomberg relates that the agreement with creditors that provided
the county time to work toward a solution expires August 29, 2008,
because a special session of the Legislature won't be called to
consider the most recent plan to end the crisis.

According to Bloomberg, David Bronner, who heads the Retirement
Systems of Alabama, has told the county he would be willing to buy
the sewer system if the county filed for bankruptcy protection to
wipe out some of its obligations.  The prices Mr. Bronner
proposed, Bloomberg notes, would still leave investors, including
the banks holding unwanted bonds, with less than half of what they
are owed.

The Commission has set no timetable for a bankruptcy filing and
said it is working to avoid that.  Bloomberg says the August 29
deadline expiration will place the county in default of its
agreement with creditors.

Mr. Collins told reports that Governor Bob Riley has agreed to
help negotiate with creditors on a deal to avert a court filing,
according to Bloomberg.

Bloomberg notes that should Jefferson County default on its bond
obligations, it would be the largest municipal bond default in
U.S. history, outstripping the Washington Public Power Supply
System's $2.25 billion default in 1983 of revenue bonds sold for
nuclear plants.  Bloomberg says a default by Jefferson could also
force hundreds of millions of dollars of losses on investors,
insurers Syncora Guarantee Inc., formerly XL Capital Assurance
Inc., and Financial Guaranty Insurance Co., and banks, including
JPMorgan.

Bloomberg tried -- but failed -- to get comments from JPMorgan
spokesman Brian Marchiony, Financial Guaranty spokesman Brian
Moore, and Michael Gormley, a spokesman for Syncora's bond insurer
unit.

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.


JOHN ECKHARDT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John Fredrick Eckhardt, III
        dba Creekside Camping and Development, LLC
        PO Box 251
        Bat Cave, NC 28710

Bankruptcy Case No.: 08-10661

Chapter 11 Petition Date: August 22, 2008

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: R. Kelly Calloway, Jr., Esq.
                  (rkelly@callowaylawfirm.com)
                  Calloway & Associates Law Firm
                  318 North Main Street, Suite 9
                  Hendersonville, NC 28792
                  Tel: (828) 696-8660
                  Fax: (828) 696-8683

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition containing a list of its largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/NCwb08-10661.pdf


JP MORGAN: Fitch Affirms Ratings on 33 2006-LDP9 Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Chase Commercial Mortgage
Securities Trust 2006-LDP9 commercial mortgage pass-through
certificates as:

  -- $44 million class A-1 at 'AAA';
  -- $127.6 million class A-1S at 'AAA';
  -- $139.8 million class A-2 at 'AAA';
  -- $375 million class A-2S at 'AAA';
  -- $200 million class A-2SFL at 'AAA';
  -- $1,653 million class A-3 at 'AAA';
  -- $145.3 million class A-3SFL at 'AAA';
  -- $694 million class A-1A at 'AAA';
  -- $364 million class A-M at 'AAA';
  -- $121.4 million class A-MS at 'AAA';
  -- $318.5 million class A-J at 'AAA';
  -- $106.2 million class A-JS at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $72.8 million class B at 'AA';
  -- $24.3 million class B-S at 'AA
  -- $22.8 million class C at 'AA-';
  -- $7.6 million class C-S at 'AA-';
  -- $50.0 million class D at 'A';
  -- $16.7 million class D-S at 'A';
  -- $40.9 million class E at 'A-';
  -- $13.7 million class E-S at 'A-';
  -- $40.9 million class F at 'BBB+';
  -- $13.7 million class F-S at 'BBB+';
  -- $36.4 million class G at 'BBB';
  -- $12.1 million class G-S at 'BBB';
  -- $45.5 million class H at 'BBB-';
  -- $15.2 million class H-S at 'BBB-';
  -- $18.2 million class J at 'BB+';
  -- $18.2 million class K at 'BB';
  -- $12.1 million class L at 'BB-';
  -- $12.1 million class M at 'B+';
  -- $6.1 million class N at 'B';
  -- $12.1 million class P at 'B-/DR1'.

Fitch does not rate the $54.6 million class NR.

The rating affirmations reflect minimal paydown since issuance and
stable performance of the pool.  As of the August 2008,
distribution date, the transaction has paid down by 0.04% to
$4.835 billion from $4.854 at issuance.
In total, 18 loans are considered Fitch loans of concern (4.4%),
including six specially serviced assets (1.8%).  The largest
specially serviced loan (0.5%) is secured by a multifamily
property in Bradenton, Florida.  The loan is current, but it was
transferred to special servicing in June 2008 due to the
borrower's failure to set up a lockbox.  The special servicer is
currently working with the master servicer and borrower to
establish the lockbox.

Two (0.4%) of the five specially serviced assets are multifamily
properties located in Houston, Texas.  The borrowing entities,
controlled by MBS Cos., declared bankruptcy immediately prior to
the special servicer filing for foreclosure.  Vacant units were
stripped of appliances and are in poor condition.  The special
servicer is determining the cost to bring all units to leasable
condition.  Losses are expected.

Fitch considers the following loans to have investment grade
shadow ratings: The Belnord, Merchandise Mart, Centro Heritage
Portfolio III, Raytheon LAX, and Tysons Galleria.  The Belnord
(7.8%) is a mixed-use property consisting of 215 residential units
and 60,514 square feet of retail space located on the Upper West
Side neighborhood of Manhattan, New York.  The borrower is
currently renovating the property and is in the process of
converting the rent controlled/stabilized residential units and
below-market leases on the retail space to market rents.  At
issuance, there were 141 rent controlled/stabilized units.  As of
June 30, 2008, there were 130 rent controlled/stabilized units.
The current rate of conversion is consistent with Fitch's
expectation at issuance.  The debt service reserve is
approximately $36.8 million.

Merchandise Mart (3.6%) is a 3.4 million sf trade mart and office
property located in downtown Chicago, Illinois.  Major tenants
include MTS-MM LLC, Banker's Life and Casualty Company (rated
'BBB', with a Negative Outlook by Fitch) and CCC Information
Services.  The property benefits from the sponsorship of Vornado
Realty Trust (rated 'BBB', Outlook Stable), a real estate
investment trust.  Occupancy as of February 2008 has increased to
98.7% from 95% at issuance.

Centro Heritage Portfolio III (3.0%), the eighth largest loan in
the pool, is collateralized by a portfolio consisting of 2.6
million sf in 14 retail properties located throughout Illinois,
Wisconsin, Iowa, Indiana and Missouri.  The sponsor is Centro Watt
America REIT IGA, a partnership between Australian-based Centro
Properties Group (rated 'CCC', and on Rating Watch Negative) and
Watt Commercial Properties of Los Angeles.  Occupancy as of year-
end 2007 is 90% compared to 93.6% at issuance.


KANDY LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Kandy, LLC
        1211 West Tharpe Street
        Tallahassee, FL 32303

Bankruptcy Case No.: 08-40573

Related Information: Andre Kandy, managing member, filed the
                     petition on the Debtor's behalf.

Chapter 11 Petition Date: August 26, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  (woodylaw@embarqmail.com)
                  Thomas B. Woodward, Atty.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456

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

Estimated Debts: $1 million to $10 million

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


KINCAID TECH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kincaid Technologies, Inc.
        2375 Telstar Drive, Suite 170
        Colorado Springs, CO 80920

Bankruptcy Case No.: 08-22889

Chapter 11 Petition Date: August 25, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Harvey Sender, Esq.
                  1660 Lincoln Street
                  Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  Email: Sendertrustee@sendwass.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Kincaid Technologies, Inc.'s list of 20 largest  
unsecured creditorsis available for free at:

      http://bankrupt.com/misc/cob08-22889.pdf


KING PHARMA: S&P Says BB Rtg Unchanged on $1.4BB Bid for Alpharma
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
King Pharmaceuticals Inc. (BB/Negative/--) are not affected by the
company's $1.4 billion unsolicited cash bid for Alpharma Inc.
(B+/Stable/--).

"While the acquisition reduces King's financial cushion over the
near term, the combined entity's cash balance of approximately
$1.5 billion and annual free cash flows in excess of $600 million
provide adequate financial capacity at the current rating level.
Moreover, increased product diversity would help alleviate our
concerns with King's current product portfolio and pipeline, which
has been plagued by generic competition, patent litigation, and
uncertainties surrounding new product launches. Assuming the
transaction is funded with on hand cash, pro forma debt to EBITDA
is only about 2x. Despite the possibility that the acquisition
price may increase and/or King Pharmaceuticals' EBITDA may be
impacted by adverse developments surrounding its current
portfolio, pro forma leverage should remain less than 4x, the
point at which we would consider lowering the ratings. Still, King
needs to execute on its pipeline and continue to pursue its
relatively conservative financial policies," S&P explains.


KING PHARMA: Proposed Buyout Prompts Moody's to Confirm Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 ratings of King
Pharmaceuticals, Inc. including the Ba3 Corporate Family Rating
and Ba3 senior secured credit facility rating. The outlook for
King's ratings remains stable.  This rating action follows King's
announcement that it has submitted to the Board of Directors of
Alpharma, Inc. a proposal to acquire Alpharma for approximately
$1.4 billion in cash.  The acquisition proposal is subject to
shareholder approval and required regulatory approvals.

Ratings affirmed:

  -- Ba3 Corporate Family Rating
  -- Speculative grade liquidity rating of SGL-1
  -- Senior secured credit facility due 2012, Ba1 (LGD4, 52%)

Moody's does not rate King's $400 million senior unsecured
convertible notes due 2026.

"The affirmation of King's Ba3 ratings reflects sound strategic
rationale for acquiring Alpharma and significant cushion in King's
credit metrics even following the recent launch of Altace
generics," stated Michael Levesque, Moody's Senior Vice President.

The affirmation of King's Ba3 Corporate Family rating reflects:

  1) cushion within the rating category based on good CFO/Debt and
     FCF/Debt metrics;

  2) the assumption that the acquisition will be funded primarily
     using existing cash and investments; and

  3) sound strategic rationale for the transaction, which would
     significantly expand King's product offerings for chronic
     pain and also provide increased product diversification.

In addition, Moody's expects the combined company to achieve
annual cost synergies at between $50 million and $60 million in
the second year following the close of the transaction.

Moody's believes the acquisition should provide an improved growth
platform, helping to mitigate negative rating pressure that could
otherwise develop based on King's exposure to generic competition.
King is already facing rapidly declining revenues resulting from
the recent loss of exclusivity on Altace, one of its key products.
Successful execution of King's late stage pipeline, with three
potential FDA filings in 2008, will be a critical factor in the
company's ratings.

The stable rating outlook reflects Moody's assumption that King
will comfortably maintain key credit ratios within Moody's "Ba"
ranges, including adjusted CFO/Debt of 15% to 25% and FCF/Debt of
10% to 15%.  Under a scenario with a higher purchase price,
Moody's still anticipates that these key credit ratios are likely
to remain within the "Ba" ranges.  Moody's anticipates that
liquidity will remain strong, based on good free cash flow,
availability under the credit agreement, and ample cushion under
financial covenants.

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
is a vertically integrated pharmaceutical company that develops,
manufactures, markets and sells branded pharmaceutical products.  
The company targets specialty-driven pharmaceutical markets, with
a focus on neuroscience, hospital and acute care medicines. King
reported total revenues of approximately $829 million for the
first six months of 2008.


LEHMAN BROTHERS: Shares Up 16% on Likely Korea Bank Buyout
----------------------------------------------------------
Lehman Brother Holdings Inc. share rose more than 16% last week
when Korea Development Bank expressed its plan in purchasing the
firm, the Wall Street Journal reports.

An official of the Financial Services Commission, however, warned
Korea Development to take cautious steps in taking over the bank,
pointing out that the deal would be better led by private lender,
the Financial Times reports.

Analyst told the Wall Street Journal that Lehman Brother may incur
at least $2 billion in net loss and more than $3 billion in write-
downs in the present quarter that would subject Richard Fuld Jr.,
chairman and chief executive officer of Lehman Brothers, under
pressure to improve the firm's financial health by mid-September.

According to person familiar with the transaction, Korea
Development presented a two-step process, under which the Korean
bank will take a 25% stake directly from Lehman Brothers and
another 25% through a market tender, FT relates.

Lehman Brother has not entered into an agreement with Korea
Development, FT notes.

                       About Lehman Brothers

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


LEXICON UNITED: June 30 Balance Sheet Upside-Down by $623,504
-------------------------------------------------------------
Lexicon United Incorporated Inc.'s balance sheet at June 30, 2008,
showed total assets of 4,185,307 and total liabilities of
$4,808,811, resulting in a stockholders' deficit of $623,504.

As of June 30, 2008, the company has total current assets of
$1,157,273, as compared to $1,002,727 as of June 30, 2007.  The
company has total current liabilities of $4,425,608 as of June 30,
2008, as compared to $3,649,194 as of June 30, 2007.

Lexicon United reported financial results for the second quarter
and six months ended June 30, 2008.

For three months ended June 30, 2008, the company incurred net
loss of $120,815 compared to net loss of $295,650 for the same
period in the previous year.

For six months, the company's net loss decreased to $414,046
compared to net loss of $470,816 for the same period in the
previous year.

Net revenues for the quarter ended June 30, 2008 increased 92% to
$1,211,244 as compared to $629,493 for the comparable period last
year. Net loss for the quarter was $120,815, or $0.01 per share,
as compared to a net loss of $295,650 for the second quarter of
the prior year.  Sequentially, revenues in the second quarter
increased by 37% or $326,379.

For the six months ended June 30, 2008, revenues increased 65% to
$2,096,109 from $1,268,685 in the comparable period last year.  
Net loss for the first six months of fiscal 2008 was $414,046,
compared to net loss of $470,816 or $0.06 per share for the
comparable period last year.

                Liquidity and Capital Resources   

The company has cash and cash equivalents of approximately
$449,825 as of June 30, 2008, and it has short-term liabilities in
the amount of $4,425,608, well as long-term liabilities in the
amount of $383,203 as of June 30, 2008.  The company intends to
use its cash to retire current debt as it comes due well as to pay
operating expenses as necessary.

During 2007, the company negotiated with Brazilian authorities to
favorably settle recorded municipal service taxes of $730,000.  In
addition, the company further evaluated related payroll tax
provisions and reduced same by approximately $200,000.

"We are very pleased with our operating results during the second
quarter, primarily the increased revenue from servicing
collections on behalf of third party clients," Elie Saltoun, CEO &
president, stated.  "In our ongoing focus to improve operations,
we have successfully lowered our operating expenses as a
percentage of sales from the prior year.  We have invested and
built an infrastructure to handle additional projects and
portfolios, all of which we believe will result in shareholder
value.

"In late June we acquired from Ativos S/A Securitizadora, a
portfolio of distressed debt assets of Banco do Brasil SA with a
face value of R$498,685,303.94 or approximately $305 million; this
said, we did not expect to begin establishing a revenue stream
from this portfolio until this current quarter," Mr. Saltoun
added.  "With the anticipated benefits associated with generating
revenues from our own portfolio, we expect the remainder of this
year to improve our top and bottom line results."

                    About Lexicon United Inc.

Lexicon United Inc. was incorporated on July 17, 2001, in the
state of Delaware.  The company, through its subsidiary, ATN
Capital E Participacoes Ltda, is engaged in the business of
managing and servicing accounts receivables for large
financial institutions in Brazil.  ATN derives its revenues
primarily from collection of distressed debt by entering into non
binding agreements with financial institutions to collect their
debt.

                     Going Concern Doubt

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about Lexicon United Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said that the company incurred net losses of
$135,182 and $1,264,576 for the years ended Dec. 31, 2007, and
2006, and has an accumulated deficit of $2,025,245 and
negative working capital of $2,579,733 at Dec. 31, 2007.


LINENS N THINGS: Seeks Approval of $20MM Severance Plan
-------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
approve a severance plan for all of their hourly and salaried
employees, up to and including the president level, pursuant to
Sections 105(a), 363(b) and 503 of the Bankruptcy Code.

The Debtors ask the Court to allow all payments under the
Severance Plan as administrative expenses of the estates.

On July 2, 2008, the Debtors obtained the Court's authority to
implement a severance plan for store-level employees with respect
to their initial 120 closing stores.  The Debtors also obtained
approval to implement the severance plan, and pay up to
$2,500,000, for non-insider employees with respect to up to 100
additional stores.

The projected closing of up to 200 of the Debtors' retail
locations has understandably caused many of the employees to
voice significant concerns over the status and stability of their
employment, relates Mark D. Collins, Esq., at Richards Layton &
Finger, P.A., in Wilmington, Delaware.  He notes that the Debtors
are also dealing with (i) loss of key personnel, who have been
poached by competitors, and (ii) ongoing daily solicitation of
additional key personnel by competitors.

To reduce the likelihood of continued loss of key personnel and
mitigate employee concerns, the Debtors have determined that it
is necessary to implement a company-wide severance plan, in
addition to the severance benefits previously authorized by the
Court.

The Debtors estimate that payouts under the Severance Plan will
total $20,000,000 based on this distribution:

                                      Severance        Severance
Employee Level                         Period           Amount
--------------                       ---------        ---------
President, executive             Not available          $75,000
vice president,
senior vice president                              

Corporate vice pres.,                 26 Weeks      Weekly Base
vice pres., merchandising                              Pay x 26
vice pres. divisional
merchandise manager,
regional vice pres.-field

Executive dir., merchandise           13 Weeks      Weekly Base
manager, sr. buyer, buyer,                             Pay x 13
director, corporate manager,
assoc. buyer, replenishment,
district managers

Assistant buyer, other                 5 Weeks      Weekly Base
salaried employees                                      Pay x 5

Salaried employees in dist'n      1 to 5 Weeks      Weekly Base
centers, and non-closing                                 Pay  x
stores' store managers and                         1 to 5 Weeks
assistant store managers

Home office hourly, regional      1 to 3 Weeks      Weekly Base
administrative assistants,                                Pay x
hourly employees in non-closing                    1 to 3 Weeks
stores, hourly employees in
distribution centers

The Severance Plan is intended to cover 546 employees at the
Debtors' home office, and an additional 9,300 store-level
employees remaining at store locations other than the closing
stores, Mr. Collins discloses.  Participants under the Severance
Plan will be eligible for severance payments up to 26 weeks, upon
the occurrence of a "Qualifying Event", which includes:

   -- the employee being terminated by the Debtors for any reason
      other than "for cause";

   -- the employee's voluntary termination within 30 days of a
      reduction by the Debtors in the employee's annual base
      salary or regular hourly rate of more than 10% from the
      employee's annual base salary or regular hourly rate as of
      August 1, 2008, or if greater, the employee's annual base
      salary or regular hourly rate at the time; or

   -- the employee's voluntary termination within 30 days of a
      reduction in the employee's annual base salary or regular
      hourly rate of more than 10% from the employee's annual
      base salary or regular hourly rate as of August 1, or if
      greater, the employee's annual base salary or regular
      hourly rate at the time by a purchaser or related entity
      that is the employee's employer following the sale of
      substantially all of the Debtors' assets.

Employees that are either terminated "for cause" or on their own
volition, except as provided, are not eligible for payments under
the Severance Plans.  As a condition to receiving any payments,
employees must execute a general release of all claims against
the Debtors and an agreement not to compete with, solicit
employees or customers from, or use confidential information of
the Debtors during the severance period.

Mr. Collins avers that the proposed payments are necessary to
reduce the risks of employee attrition, and to mitigate employees
concerns over the status and stability of their employment,
hence, improving the employees' morale and creating a meaningful
level of stability and motivation in the workplace.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer     
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.  
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).  
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.  
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LINENS N THINGS: Trustee Objects to Houlihan as Financial Advisor
-----------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
objects to the retention of Houlihan Lokey Howard & Zukin
Capital, Inc., as the financial advisor of the ad hoc committee of
holders of substantially all of the Senior Secured Floating Rate
Notes due 2014 in the aggregate principal amount at maturity of
$650,000,000 issued by Linens 'n Things, Inc., and its debtor-
affiliates, to the extent it is granted indemnification from the
Debtors, as provided in its letter agreement with the ad hoc
committee.

Ms. DeAngelis contends that the Noteholders Committee seeks to
bind all of the Debtors' noteholders, and not just those it
represents, to its agreement that any transaction fees or
indemnity obligations due to Houlihan Lokey pursuant to the
Letter Agreement will be deducted from the consideration that
would otherwise be paid to the class of noteholders.

Ms. DeAngelis adds that it is unclear whether the Noteholders
Committee's proposal is permitted by the indenture governing the
notes.

Ms. DeAngelis avers it would be inappropriate for the Debtors to
grant the same protections (indemnification) to a professional
employed by a non-debtor third party as the professionals they
employed.  She notes that as Houlihan Lokey is employed by the
Noteholders Committee, a third-party, the firm owes no duties to
the Debtors or their estates.

Houlihan Lokey will provide financial advisory and related
services in connection with the Noteholders Committee's
consideration of a financial restructuring transaction involving
the Debtors, including the possible implementation of a plan of
reorganization under the Bankruptcy Code.  In addition, Houlihan
Lokey will, if requested by the Noteholders Committee:

   -- evaluate the Debtors' assets and liabilities;

   -- analyze and review the Debtors' financial condition,
      operations, liquidity and related matters;

   -- analyze business plans, operational strategy and forecasts
      of the Debtors;

   -- evaluate all aspects of the Debtors' near-term liquidity,
      including various financing alternatives;

   -- provide specific valuation or other financial analysis in
      connection with the Debtors' financial restructuring;

   -- assess, formulate and implement options for restructuring,
      reorganization and other strategic alternatives for the
      Debtors;

   -- provide expert testimony relating to the Debtors' financial
      matters; and

   -- provide other financial services, including evaluating and
      advising on any DIP financing, cash collateral, and
      adequate protection arrangements.

The bankruptcy estates will pay Houlihan Lokey a monthly fee of
$175,000, and will also reimburse the firm's reasonable out-of-
pocket expenses.  The Debtors will also pay the firm a cash fee
equal to:

   -- $800,000 as minimum transaction fee; plus

   -- incentive fees in an amount equal to these percentages of
      all consideration received by the Notes:

      * 1.5% of any amount in excess of $195,000,000, but less
        than $325,000,000; plus

      * 2.25% of any amount in excess of $325,000,000, but less
        than $487,500,000; plus

      * 3% of any amount in excess of $487,500,000.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware notes that the Incentive Fee will be reduced
by 50% of the Monthly Fees paid to, and received by, Houlihan
Lokey after the sixth Monthly Fee, but in no event will the
Incentive Fee be less than zero.

The Noteholders Committee has agreed that any transaction fees or
indemnity obligations due to Houlihan Lokey will be deducted from
the consideration that would otherwise be paid in the bankruptcy
cases by the Debtors to the class of Noteholders.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer     
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.  
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).  
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.  
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LINENS N THINGS: Committee Wants Traxi as Financial Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Linens 'n Things,
Inc., and its debtor-affiliates seeks authority from the United
States Bankruptcy Court for the District of Delaware to retain
Traxi LLC, as special financial forensic advisors.

As forensic advisors, Traxi will:

   (a) analyze the historical financial data of the Debtors,
       including performing a solvency analysis for various
       points in time prior to the Petition Date;

   (b) analyze the Debtors' business plans, cash flow
       projections, restructuring programs, and other reports or
       analyses for the years prior to the Petition Date;

   (c) analyze financial ramifications of certain transactions
       involving the Debtors in the years prior to the Petition
       Date;

   (d) perform or review valuations, as appropriate and
       necessary, of the Debtors' assets and liabilities in the
       years prior to the Petition Date;

   (e) evaluate potential fraudulent conveyances and preferences;
       and

   (f) prepare reports of its findings.

Although Traxi will initially be retained as a non-testifying
expert witness, its retention includes the possibility of
providing expert testimony in the prosecution of claims arising
out of the Creditors Committee's investigation, discloses Flavio
R. Barbosa, a member of the executive committee of the Creditors
Committee.

Mr. Barbosa also informs the Court that Traxi will work in
conjunction with other professionals retained by the Committee.  
Traxi will not provide any financial advisory services that are
duplicative of services provided, or to be provided by Carl Marks
Advisory Group LLC, the Committee's financial advisors.

Traxi will be paid on an hourly basis for individuals providing
services to the Debtors at hourly rates ranging from $175 to
$575, plus reasonable expenses.

The Creditors Committee asserts that Traxi will help it satisfy
its fiduciary duties, and negotiate a consensual plan of
reorganization.  In the event there are derivative claims that
can be pursued, those claims can be assigned to a litigation
trust upon the effective date of the Plan, and the proceeds of
the claims can be used as a form of currency for distribution to
creditors, the Creditors Committee says.

Perry M. Mandarino, senior managing director at Traxi, assures
the Court that Traxi is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer     
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.  
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).  
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.  
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LINENS N THINGS: Wants Ernst & Young's Scope of Services Expanded
-----------------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to expand the
scope of services to be provided by Ernst & Young, LLP, pursuant
to Sections 327(a) and 328(a) of the Bankruptcy Code.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, discloses that Ernst & Young will provide
services pursuant to three statements of work:

   (1) Statement of Work #1 - Tax Consultation Re: Chapter 11
       Filing dated as of June 13, 2008;

   (2) Statement of Work #2 - Tax Consultation Re: Chapter 11
       Filing Restructuring Assistance dated as of June 13, 2008;
       and

   (3) Statement of Work #5 - Transfer Pricing Documentation
       Project dated as of June 13, 2008.

Mr. Collins states that E&Y's familiarity and experience with the
Debtors will enable it to provide valuable tax services necessary
for their overall reorganization goals.  He notes that without
the firm's services, the Debtors would have to hire another firm,
which would unnecessarily increase costs to the bankruptcy
estates, and complicate the reorganization process.

Ernst & Young will be paid at these discounted hourly rates:

      Exec. Dir./Principal/Partner    $700
      Senior Managers                 $645
      Managers                        $545
      Senior                          $360
      Staff                           $245

The Debtors will also reimburse Ernst & Young for any direct
expenses incurred in connection with its retention.

Timothy Tracy, a partner at Ernst & Young, assures the Court that
his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, and holds no interest
materially adverse to the Debtors, their creditors, and
shareholders for the matters for which Ernst & Young is to be
employed.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer     
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.  
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).  
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.  
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LIN TELEVISION: Moody's Holds Low-B Ratings on 6.5% Sr. Sub. Notes
------------------------------------------------------------------
Moody's Investors Service affirmed LIN Television Corporation's
Corporate Family Rating and Probability of Default Rating of Ba3.  
In addition, Moody's affirmed the ratings on the company's senior
secured credit facility and the senior subordinated notes.  
Moody's also affirmed the company's SGL-2 speculative grade
liquidity rating. The outlook has been revised to negative from
stable.

These ratings have been affirmed:

Issuer: LIN Television Corporation

  -- Corporate Family Rating at Ba3
  -- Probability of Default Rating at Ba3
  -- Secured Revolver at Baa3 (to LGD 2, 12% from LGD 1, 9%)
  -- Secured Term Loan at Baa3 (to LGD 2, 12% from LGD 1, 9%)
  -- 6.5% Senior Subordinated Notes due 2013 at B1 (to LGD 4, 68%
     from LGD 4, 66%)
  -- 6.5% Senior Subordinated Notes CL B due 2013 at B1 (to LGD 4,
     68% from LGD 4, 66%)
  -- Speculative Grade Liquidity Rating at SGL-2
  -- Outlook at Revised to Negative from Stable.

The change in outlook reflects LIN's high debt-to-EBITDA leverage
of 7x and Moody's belief that there is increased risk to LIN
achieving average debt-to-EBITDA leverage of less than 6.25x given
the weak economy and advertising environment which could continue
into 2009.  Moody's notes that LIN's core local and national
advertising revenue performance was affected in the first half of
2008 by the downturn in the economy and especially the pull-back
in auto advertising, a category that contributed 28% of the
company's revenue in 2007.

LIN's Ba3 corporate family rating reflects the company's high debt
to EBITDA leverage, the inherent cyclicality of the advertising
business and the increasing business risk associated with
broadcast television given the increasing fragmentation of
advertising spending over a growing number of media.

LIN's rating is supported by its diverse network affiliations and
geographic footprint, notable free cash flow generation and the
company's continued local market focus. The rating also
incorporates LIN's leading station ranks in local news in a
majority of its markets and the benefits of duopoly in several
markets which drives revenue share.

LIN TV Corp., headquartered in Providence, Rhode Island, owns and
operates and/or programs 29 television stations, including two
stations pursuant to local marketing agreements, in 17 mid-sized
markets in the United States.  In addition, the company owns 20%
of KXAS-TV in Dallas, Texas and KNSD-TV in San Diego, California,
through a joint venture with NBC.


LONE OAK: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Lone Oak Fabricators, Inc.
        12043 South I-35
        Valley View, TX 76272

Bankruptcy Case No.: 08-42232

Type of Business: The Debtor is a steel contractor.

Chapter 11 Petition Date: August 22, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Howard Marc Spector
                  (hspector@howardmarcspector.com)
                  12770 Coit Road, Ste. 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214)237-3380

Estimated Assets: $0 to $50,000

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

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


LUMINENT MORTGAGE: Receives Demand Letter to Pay $41.2MM Notes
--------------------------------------------------------------
Luminent Mortgage Capital Inc. on June 16, 2008, was obligated to
make a quarterly interest payment of approximately $700,000,
applicable to $41.2 million of Luminent's junior subordinated
notes dated December 15, 2005.

Luminent did not make this payment and a payment default under the
indenture has occurred.  Luminent was unable to meet the
obligation before July 16, 2008, the expiration of the 30-day
grace period to cure the payment default.

On August 15, 2008, Luminent received a demand letter for payment
from the junior subordinated notes indenture trustee declaring the
notes to be immediately due and payable in an amount of
approximately $41.2 million plus accrued interest of approximately
$1.2 million.

On July 11, 2008 a repurchase agreement lender that is an
affiliate of Arco Capital Corporation Ltd., declared an event of
default to have occurred in respect of alleged failures by
Luminent and its affiliates to deliver additional purchased
securities or cash necessary to fulfill its obligations under a
master repurchase agreement.

This event of default declared under the master repurchase
agreement caused a default to occur under the indenture relating
to $90 million of Luminent's 8.125% Convertible Senior Notes due
2027, in respect of which those notes may be declared to be
immediately due and payable.

Due to defaults on convertible notes, Luminent is contractually
prohibited from making principal and interest payments on
$92.8 million of outstanding junior subordinated notes.  Had the
cross default under the convertible notes not previously occurred,
the demand letter for payment received would have caused a cross
default under the convertible notes.

Luminent LLC, an affiliate, filed a Form S-4 registration
statement with the Securities and Exchange Commission on March 28,
2008, as amended by Amendment No. 1 filed on June 10, 2008, with
respect to a proposed conversion to a publicly traded partnership.

The company explains that Luminent LLC's Form S-4 registration
statement contains a preliminary proxy statement/prospectus
relating to its 2008 annual meeting of stockholders and other
relevant documents in connection with the proposed restructuring.

                   About Luminent Mortgage

Headquartered in San Francisco, Luminent Mortgage Capital Inc.
(OTC: LUMC) -- http://www.luminentcapital.com/-- is a real
estate       
investment trust or REIT, which, together with its subsidiaries,
has invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company disclosed its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership or PTP.

                        Going Concern Doubt
                        
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.

As reported in the Troubled Company Reporter on June 5, 2008,
Luminent Mortgage's consolidated balance sheet at March 31, 2008,
showed $3.8 billion in total assets, $4.0 billion in total
liabilities, and $148,000 in minority interest, resulting in a
$223.2 million stockholders' deficit.


MAGNA ENTERTAINMENT: Amends Financing Agreement with MID Lenders
----------------------------------------------------------------
Magna Entertainment Corp. has amended certain of its financing
agreements including:

   -- extending the maturity date of its $40 million senior
      secured revolving credit facility with a Canadian chartered
      bank from August 15, 2008, to September 15, 2008;

   -- extending the maturity date of its bridge loan facility with
      a subsidiary of MI Developments Inc., MEC's controlling
      shareholder, from August 31, 2008 to September 30, 2008; and

   -- extending the due date of its $100 million repayment
      requirement under the Gulfstream Park project financing with
      the MID Lender from August 31, 2008 to September 30, 2008
      (during which time any repayments will not be subject to a
      make-whole payment).

MEC incurred a $400,000 in connection with the extension of the
Senior Bank Facility and a fee of $500,000 in connection with the
extension of the Bridge Loan.

Consideration of the amendments to the financing arrangements with
the MID Lender was supervised by the Special Committee of MEC's
board of directors consisting of Jerry D. Campbell (Chairman),
Anthony J. Campbell and William J. Menear.  The approval of MEC's
board followed a favorable recommendation of the Special
Committee.

MEC will file a material change report as soon as practicable.  
The material change report will be filed less than 21 days prior
to the closing of the loan amendments.  

The timing of the material change report is, in MEC's view, both
necessary and reasonable because the terms of the amendments were
settled and approved by MEC's board of directors on August 13,
2008 and MEC requires immediate funding to address its short-term
liquidity needs.

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/    
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

The company has incurred net losses of $67.7 million for the six
months ended June 30, 2008, and at June 30, 2008, had an
accumulated deficit of $577.8 million and a working capital
deficiency of $151.1 million.  At June 30, 2008, the company had
$229.8 million of debt that matures in the 12-month period ending
June 30, 2009, including amounts owing under its $40.0 million
senior secured revolving credit facility with a Canadian financial
institution, which is scheduled to mature on Aug. 15, 2008,
amounts owing under the amended Bridge Loan, which is scheduled to
mature on Aug. 31, 2008, and its obligation to repay
$100.0 million of indebtedness under the Gulfstream Park project
financings with a subsidiary of MID by Aug. 31, 2008.


MERRILL LYNCH: Fitch Assigns DR Rating to 2006-C1 Certificates
--------------------------------------------------------------
Fitch has assigned a Distressed Recovery rating to Merrill Lynch
Mortgage Trust, series 2006-C1 commercial mortgage pass-through
certificates:

  -- $6.2 million class P to 'B-/DR1' from 'B-'.

Fitch also affirms these classes:

  -- $57.9 million class A-1 at 'AAA';
  -- $380.4 million class A-2 at 'AAA';
  -- $134.0 million class A-3 at 'AAA';
  -- $25.0 million class A-3B at 'AAA';
  -- $113.9 million class A-SB at 'AAA';
  -- $753.4 million class A-4 at 'AAA';
  -- $240.8 million class A-1A at 'AAA';
  -- $249.0 million class AM at 'AAA';
  -- $217.9 million class AJ at 'AAA';
  -- Interest only class X at 'AAA';
  -- $56.0 million class B at 'AA';
  -- $28.0 million class C at 'AA-';
  -- $31.1 million class D at 'A';
  -- $18.7 million class E at 'A-';
  -- $28.0 million class F at 'BBB+';
  -- $21.8 million class G at 'BBB';
  -- $24.9 million class H at 'BBB-';
  -- $6.2 million class J at 'BB+';
  -- $9.3 million class K at 'BB';
  -- $6.2 million class L at 'BB-';
  -- $6.2 million class M at 'B+';
  -- $6.2 million class N at 'B'.

Fitch does not rate the $31.1 million class Q.

The assignment of a DR rating is due to expected losses on three
specially serviced loans (1.2%) in the transaction.  Downgrades
are possible if additional loans become specially serviced or if
loss expectations increase.

As of the August 2008 distribution date, the transaction has paid
down by 1.51% to $2.452 billion from $2.490 billion at issuance.

In total, 20 loans are considered Fitch loans of concern (6.9%),
including four specially serviced assets (1.3%). The largest
specially serviced loan (1.0%) is secured by an office property in
Cincinnati, Ohio.  The loan is current, but it was transferred to
special servicing in June 2008 for imminent default.  The borrower
has accumulated nearly $1 million of accounts payable with third
parties. Additionally, the property has deferred maintenance.
Losses are expected.

Ten loans, 13.8% of the pool, maintain their investment grade
shadow ratings.  The three largest credit assessed loans are:
North Point Mall (6.4%), Mall of Louisiana (4.9%) and 633 17th
Street (1.5%).  North Point Mall is a retail property located in
Alpharetta, Georgia, and reported a year-end 2007 total occupancy
of 92%, compared to 85% at issuance.  Mall of Louisiana is a
retail property located in Baton Rouge, Louisiana, and reported a
year-end 2007 total occupancy of 98%, an increase from issuance of
92%. The third largest credit assessed loan, 633 17th Street, is
secured by an office tower and parking structure in Denver,
Colorado.  Occupancy as of year-end 2007 remained stable at 86%
compared to 88% at issuance.


MGP AUBURN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: MGP Auburn Gresham II, LLC
             2325 South Michigan
             Chicago, IL 60616

Bankruptcy Case No.: 08-22313

Related Information: Gregory Perkins, authentic managing member,
                     filed the petition on the Debtor's behalf.

Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   MGP Auburn Gresham I, LLC                  08-22394

Chapter 11 Petition Date: August 25, 2008

Court: Northern District of Illinois (Chicago)

Debtors' Counsel: Forrest L Ingram, Esq.
                  (fingram@fingramlaw.com)
                  Forrest L. Ingram, P.C.
                  79 West Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298

A. MGP Auburn Gresham II's Financial Condition:

   Estimated Assets: $0 to $50,000

   Estimated Debts: $10 million to $50 million

B. MGP Auburn Gresham I's Financial Condition:

   Estimated Assets: $0 to $50,000

   Estimated Debts: $10 million to $50 million

A copy of MGP Auburn Gresham II's petition containing a list of
its largest unsecured creditors is available for free at:

             http://bankrupt.com/misc/ILnb08-22313.pdf

A copy of MGP Auburn Gresham I's petition containing a list of its
largest unsecured creditors is available for free at:

             http://bankrupt.com/misc/ILnb08-22394.pdf


MINEOLA WATER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mineola Water Corporation
        P.O. Box 864
        Foley, AL 36536

Bankruptcy Case No.: 08-13158

Chapter 11 Petition Date: August 26, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit
                  (lvoit@silvervoit.com)
                  4317-A Midmost Drive
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800

Total Assets: $2,217,014

Total Debts: 1,325,241

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/alsb08-13158.pdf


ML-CFC COMMERCIAL: Fitch Confirms Ratings for 25 Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings affirmed ML-CFC Commercial Mortgage Trust's 2006-1,
commercial mortgage pass-through certificates, as:

  -- $36.6 million class A-1 at 'AAA';
  -- $337.5 million class A-2 at 'AAA';
  -- $66.1 million class A-3 at 'AAA';
  -- $105.1 million class A-3FL at 'AAA';
  -- $75 million class A-3B at 'AAA';
  -- $121 million class A-SB at 'AAA';
  -- $489.5 million class A-4 at 'AAA';
  -- $240 million class A-1A at 'AAA';
  -- $214.2 million class AM at 'AAA';
  -- $82.1 million class AJ at 'AAA';
  -- $100 million class AN-FL at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $50.9 million class B at 'AA';
  -- $21.4 million class C at 'AA-';
  -- $29.4 million class D at 'A';
  -- $16.1 million class E at 'A-';
  -- $24.1 million class F at 'BBB+';
  -- $16.1 million class G at 'BBB';
  -- $26.8 million class H at 'BBB-';
  -- $5.4 million class J at 'BB+';
  -- $5.4 million class K at 'BB';
  -- $8 million class L at 'BB-';
  -- $2.7 million class M at 'B+';
  -- $8 million class N at 'B';
  -- $5.4 million class P at 'B-'.

Fitch does not rate the $26.8 million class Q.

The rating affirmations reflect stable performance and minimal
scheduled amortization.  As of the August 2008, remittance report
the transaction has paid down 1.6% to $2.10 billion from $2.14
billion at issuance.

Three loans (13.5%) are shadow rated by Fitch: Kenwood Towne
Centre (6.7%), 60 State Street (6.2%) and Southern California
Ground Leases (0.6%). Based on their stable performance since
issuance the loans maintain their investment grade credit
assessments.

The Kenwood Towne Center loan is secured by 867,504 square feet
(sf) of in-line space within a 1.13 million sf regional mall in
Cincinnati, Ohio.  As of year-end 2007, in-line occupancy at the
property was 100% compared to 98.8% at issuance.

The 60 State Street loan is secured by an 823,014 sf office
building in Boston, Massachusetts.  Major tenants include Wilmer
Cutler Pickering Hale & Dorr and The Pioneering Group.  Occupancy
as of year-end 2007 has increased to 100% from 98% at issuance.

The Southern California Ground Leases loan is secured by the
ground leases of four industrial properties located in Los
Angeles, Brea, and Culver City, California.  Occupancy at the
properties as of year-end 2007 has remained stable at 100% since
issuance.


ML CLO: Moody's Junk $26.5 Mil. Class C Senior Secured Notes
------------------------------------------------------------
Moody's Investors Service upgraded the ratings on these notes
issued by ML CLO XVI Series 1998-Delano-1:

Class Description: U.S. $31,500,000 Class B-l Floating Rate Third
Senior Secured Notes due 2009

  -- Prior Rating: Caa2
  -- Current Rating: B3

Class Description: U.S. $47,000,000 Class B-2 Fixed Rate Third
Senior Secured Notes due 2009

  -- Prior Rating: Caa2
  -- Current Rating: B3

According to Moody's, these rating actions are the result of
improvement in the Class B Overcollateralization Ratio.  The
transaction's underlying collateral pool consists primarily of
bonds.

In addition, Moody's Investors Service downgraded the following
notes:

Class Description: U.S. $26,500,000 Class C Floating Rate Fourth
Senior Secured Notes due 2009

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

According to Moody's, this rating action is the result of the
increased expectations for higher expected losses on the Class C
Notes, whose deferred interest balance has continued to increase.


MOHAMMED JAMEELUDDIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Mohammed Jameeluddin
        3995 Hollyspring Drive
        Corona, CA 92881  

Bankruptcy Case No.: 08-20199

Chapter 11 Petition Date: August 11, 2008

Court: Central District of California (Riverside)

Debtor's Counsel: Robert J. Curtis, Esq.
                  Curtis Law Group
                  19700 Fairchild Road Ste 380
                  Irvine, CA 92612
                  Tel: (949) 955-2211
                  Fax: (949) 955-2217
                  E-mail: rcurtis@curtislawgroup.com

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

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

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


MONTOYA MEXICAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Montoya Mexican Restaurant #3, Inc.
        650 North Sam Houton Parkway, Suite 510
        Houston, TX 77060

Bankruptcy Case No.: 08-35390

Chapter 11 Petition Date: August 19, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  (jkoenig@towkoenig.com)
                  Tow and Koenig PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281)-681-9100
                  Fax: (281)-681-1441

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

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

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



MORGAN STANLEY: Fitch Affirms BB- Rating for $7.7MM Class L Certs.
------------------------------------------------------------------
Fitch affirms Morgan Stanley Capital 1 Trust series 2007-IQ15
commercial mortgage pass-through certificates as:

  -- $55.8 million class A-1 at 'AAA';
  -- $278.6 million class A-1A at 'AAA';
  -- $227.4 million class A-2 at 'AAA';
  -- $72.8 million class A-3 at 'AAA';
  -- $796.9 million class A-4 at 'AAA';
  -- $205.4 million class A-M at 'AAA';
  -- $177.1 million class A-J at 'AAA'';
  -- $2,047.5 million class X at 'AAA';
  -- $33.4 million class B at 'AA';
  -- $15.4 million class C at 'AA-'
  -- $28.2 million class D at 'A';
  -- $15.4 million class E at 'A-';
  -- $30.8 million class F at 'BBB+'
  -- $23.1 million class G at 'BBB';
  -- $20.5 million class H at 'BBB-'
  -- $10.3 million class J at 'BB+'
  -- $5.1 million class K at 'BB';
  -- $7.7 million class L at 'BB-';

Fitch does not rate classes M, N, O and P.

The affirmations are the result of stable performance since
issuance.  As of the July 2008, distribution date, the transaction
has paid down 0.3% to $2.048 billion.  The collateral consists of
134 loans on multifamily and commercial real estate properties in
38 states, with no state concentration exceeding 12.3%.  There are
currently no delinquent or specially serviced loans.

Fitch reviewed the transaction's three shadow rated loans and
their underlying collateral: Market Pointe I(0.47%),724 Fifth
Avenue (0.44%) and Hampton Inn (0.36%). Due to their stable
performance, the loans maintain investment grade shadow ratings.

In total, nine loans are considered Fitch loans of concern
(10.41%).  The seventh and eighth largest loans are considered
Fitch loans of concern due to low year-end (YE) 2007 debt service
coverage ratios.  The seventh largest loan is a multifamily
property (3.2%) located in Jackson, TN.  As of YE 2007, the DSCR
was 0.69 times (x) compared to a Fitch stressed DSCR at issuance
of 1.14x.  The borrower has, thus far, been willing to come out-
of-pocket to cover debt service. New management was recently put
in place in an effort to turn the property around.  The eighth
largest loan (2.3%) is a retail center located in San Diego,
California.  As of YE 2007, the DSCR was 0.98x compared to a Fitch
stressed DSCR of 1.23x at issuance.  The property's tenancy is
heavily concentrated in furniture retailers, which have been
adversely affected by the local housing downturn.

With the exception of three retail properties, the remaining loans
of concern are also due to low DSCRs, generally as a result of
increased expenses.  The three retail properties are located in
CA, have common sponsorship and are loans of concern due to tax
delinquencies.  Although Fitch is closely monitoring its loans of
concerns, affirmations are warranted at this time due to minimal
near-term maturity risk as none of the loans mature prior to 2012
and 72.2% of the pool matures in 2017.  Additionally all loans in
the pool remain current.


MORGAN STANLEY: Fitch Affirms B- Rating on $15.9MM Class L Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded three classes of commercial pass-through
certificates from Morgan Stanley Capital I Inc., series 1998-WF2
as:

  -- $23.9 million class G to 'AAA' from 'AA-';
  -- $10.6 million class H to 'AA' from 'A-';
  -- $8 million class J to 'A' from 'BBB'.

Additionally, Fitch has affirmed these classes:

  -- Interest only (IO) class X at 'AAA';
  -- $19.3 million class D at 'AAA';
  -- $21.2 million class E at 'AAA';
  -- $21.2 million class F at 'AAA';
  -- $8 million class K at 'BB+';
  -- $15.9 million class L at 'B-'.

The $5.3 million class M remains at 'CCC/DR2'.

Fitch does not rate the $2.5 million class N certificates. Classes
A-1, A-2, B and C have been paid in full.

The upgrades reflect increased credit enhancement due to scheduled
amortization and loan payoffs since Fitch's last review and
reflect the stable performance of the outstanding loans.  As of
the August 2008 distribution date, the pool's aggregate balance
has been reduced 87.2%, to $136 million from $1.06 billion at
issuance. One loan has defeased (9.1%).

Fitch has identified two Loans of Concern (2.8%), including one
specially serviced asset (1.4%).  The specially serviced asset is
a real estate owned asset with losses expected.  The loan is
secured by a retail property located in Lansing, Michigan and
remains 100% vacant since 2002.  Recent valuations of the asset
indicate losses upon liquidation.

The largest Loan of Concern (1.4%) is secured by retail property
in Indianapolis, Indiana.  Occupancy as of year-end 2007 was 70%.

The largest remaining loan (27.3%) is an office property located
in Washington, D.C.  The fully amortizing loan is scheduled to
mature in 2023 and had a servicer reported YE 2007 debt service
coverage ratio of 1.61 times (x).

The second largest remaining loan (11.1%) is secured by a hotel
property in San Diego, California.  The loan is scheduled to
mature in 2013 and had a servicer reported YE 2007 DSCR of 1.78x.


MORGAN STANLEY: Fitch Affirms C/DR6 Rating on $851 Class N Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates, series 1999-CAM1,
as:

  --  $43.3 million class A-4 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $26.2 million class B at 'AAA';
  -- $26.2 million class C at 'AAA';
  -- $12.1 million class D at 'AAA';
  -- $20.2 million class E at 'AAA';
  -- $8.1 million class F at 'AAA';
  -- $14.1 million class G at 'AA+';
  -- $14.1 million class H at 'A+';
  -- $6 million class J at 'BBB+';
  -- $8.1 million class K at 'BBB-';
  -- $6 million class L at 'BB-';
  -- $6 million class M at 'B-/DR1';
  -- $851,574 class N remains at 'C/DR6'.

Classes A-1, A-2 and A-3 have paid in full.

The affirmation is the result of stable performance since Fitch's
last rating action.  As of the August 2008 distribution date, the
transaction's aggregate principal balance has been reduced 76.3%
to $191.4 million from $806.5 million at issuance.

The largest remaining loan (7.1%) is secured by a retail property
in Escondido, California.  December 2007 servicer reported
occupancy was 99% and a debt service coverage ratio of 2.44 times.  
The loan is scheduled to mature in June 2009.

The second largest loan (6.7%) is collateralized by an office
property in midtown Manhattan, New York. December 2007 servicer
reported occupancy was 98% with a DSCR of 2.30x.  The loan is
scheduled to mature in January 2009.

Seven loans (12.7%) have been identified as Fitch loans of concern
due to declines in occupancy and performance, including one of the
top five loans in the deal.  There are currently no delinquent or
specially serviced loans.

The largest Fitch Loan of Concern (4.7%) is secured by a retail
property in St. Peters, Missouri, suffering from a decline in
occupancy. April 2008 servicer reported physical occupancy is 74%
and the borrower is actively marketing the vacant space.

The second largest Fitch Loan of Concern (2.6%) is secured by an
office building in Norcross, Georgia.  The borrower is currently
marketing space in anticipation of current tenant leases expiring.
The loan is scheduled to mature in February 2009.

Fitch continues to monitor upcoming maturities, with 4.8% of the
pool scheduled to mature in 2008 and 47.1% in 2009. These loans
have a weighted average coupon of 7.18% and 7.20%, respectively.


MORGAN STANLEY: Moody's Cuts Rating on $3 Mil. Class Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of these notes
issued by Morgan Stanley Managed ACES 2006-13:

Class Description: U.S. $3,000,000 Class II Floating Rate Notes
due 2013

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2

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


MPM TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $11.3MM
--------------------------------------------------------------
MPM Technologies Inc.'s consolidated balance sheet at June 30,
2008, showed $1,290,678 in total assets, and $12,572,004 in total
labilities, resulting in a $11,281,326 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $131,850 in total current assets
available to pay $12,572,004 in total current liabilities.

The company reported a net loss of $441,264 on total revenues of
$120,122 for the second quarter ended June 30, 2008, compared with
a net loss of $377,100 on total revenues of $767,997 in the same
period of 2007.

The decrease in revenues was due to the lack of project work in
2008.  

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?3143

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about MPM 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 pointed to the company's inability to  
generate any significant revenues and working capital deficiency.

For the six months ended June 30, 2008, the company relied  
principally on cash from loans from related parties to fund its
activities.  Working capital deficit at June 30, 2008, was  
$12,440,154 compared to $11,630,782 at Dec. 31, 2007.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/ -- operates through its   
three wholly owned subsidiaries: AirPol Inc., Nupower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.  

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in Nupower Partnership, in which MPM has a 58.21%
partnership interest.  Nupower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through Nupower
Inc., MPM also owns 15% of the Venture.


MRS FIELDS: Moody's Junks $195 Mil. Senior Secured Notes
--------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
rating of Mrs. Fields Famous Brands to D from C.  At the same
time, the rating agency affirmed Mrs. Fields' Corporate Family
Rating of Caa3 and Senior Secured Notes rating of Caa3.

The downgrade of PDR to D was prompted by the recent announcement
that the company and certain of its subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  The affirmation of the CFR and senior
secured notes rating reflects Moody's opinion on an higher than
50% recovery rate estimate based on the distressed exchange plan
as proposed in a prepackaged Plan of Reorganization as part of the
same filing.

Subsequent to this rating action, Moody's will withdraw all of the
company's ratings.

These ratings were affected:

  -- Corporate family rating Caa3 - affirmed
  -- Probability of default rating to D from C
  -- The $115 million senior secured notes maturing in 2011 to        
     Caa3 (LGD3, 40%) from Caa3 (LGD3, 34%)
  -- The $80.75 million senior secured notes maturing in 2011 to
     Caa3 (LGD3, 40%) from Caa3 (LGD3, 34%)

Headquartered in Salt Lake City, Utah, Mrs. Fields franchised and
licensed 1,278 baked goods and frozen yogurt retail locations
under the brand names "Mrs. Fields" and "TCBY" at March 29, 2008.  
Total revenues for last twelve months ending March 2008 were
approximately $99 million.


MTR GAMING: Likely Covenant Breach Cues Moody's to Confirm Ratings
------------------------------------------------------------------
Moody's changed the rating outlook on MTR Gaming Group to negative
from stable and affirmed the existing ratings.  The rating action
reflects the risk of financial covenant violation in the next few
quarters, absent a material improvement in EBITDA, as step down
clauses will come into effect.

Ratings affirmed:

-- B2 corporate family rating
-- B2 probability of default rating
-- B2 Senior Unsecured Notes (LGD assessment revised to 54% from
    55%)
-- Caa1 Senior Subordinated Notes (unchanged LGD assessment)

"While financial covenant tightness was one of the drivers for the
downgrade of the corporate family rating and probability of
default rating on June 12, 2008, the escalating risk of covenant
violation in the next twelve months negatively weighs on our
liquidity assessment" stated Jacques Ouazana, Analyst.  Although
EBITDA improved in the second quarter of 2008 thanks to the
increasing contribution of Presque Isle Downs & Casino, more
significant growth will be needed in the second half of the year
to avoid a covenant breach, requiring strong execution in a
challenging macro-economic and competitive environment.

More positively, the rating affirmation is based on the moderate
senior secured leverage of less than 2.3 times and Moody's
expectation that total debt/EBITDA will decline to below 6 times
by the end of 2008.  Additionally, it considers the potential for
cost containment programs and disposals of non-core assets.

MTR, through its subsidiaries, owns and operates Mountaineer
Casino, Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania and Scioto Downs in Columbus,
Ohio.  The company also owns a 90% interest in Jackson Harness
Raceway in Jackson, Michigan, and a 50% interest in the North
Metro Harness Initiative LLC, which operates Running Aces Harness
Park in Minneapolis, Minnesota.  MTR reported net revenues of
approximately $464 million in the last twelve months ended
June 30, 2008.


MYRA SEAMAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Myra S. Seaman
        fka Myra S. Lipsey
        18625 Homer Road
        Marshall, MI 49068

Bankruptcy Case No.: 08-06829

Chapter 11 Petition Date: August 4, 2008

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Perry G. Pastula, Esq.
                  (bankruptcy@dunnsslaw.com)
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel: (616) 538-6380
      
Estimated Assets: $1,000,000 to $10,000,000

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

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


NATURALLY ADVANCED: Dale Matheson Raises Going Concern Doubt
------------------------------------------------------------
Dale Matheson Carr-Hilton Labonte LLP raised substantial doubt
about the ability of Naturally Advanced Technologies, Inc., to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  

The auditor reported that the company has incurred losses in
developing its business and further losses are anticipated and
that the company requires additional funds to meet its obligations
and the costs of its operations.  

The company posted a net loss of $1,937,171 on total sales of
$2,490,885 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,374,899 on total sales of $1,266,781 in the prior
year.

The company has incurred losses since inception and further losses
are anticipated in the development of its business and there can
be no assurance that the company will be able to achieve or
maintain profitability.  Accordingly, these factors raise
substantial doubt as to the company's ability to continue as a
going concern.

The continued operations of the company and the recoverability of
the carrying value of assets is dependent upon the ability of the
company to obtain necessary financing as required to fund ongoing
losses, and upon future profitable operations.  

During 2007 the company raised $1,890,662 from equity funding for
working capital requirements.  The company plans to raise
additional financing as needed in 2008 through equity placements.  
However, there can be no assurance that capital will continue to
be available as necessary to meet the company's ongoing working
capital requirements or, if the capital is available, that it will
be on terms acceptable to the company.

At Dec. 31, 2007, the company's balance sheet showed $2,309,827 in
total assets, $1,544,291 in total liabilities, and $765,536 in
total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
$2,165,367 in total current assets available to pay $1,333,349 in
total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?3148

                     About Naturally Advanced

Based in Vancouver, Canada, Naturally Advanced Technologies Inc.
(OTC BB: NADVF) -- http://www.naturallyadvanced.com/-- is a  
Cleantech company focused on providing environmentally friendly
textile, composite, biomass and pulping solutions through the cost
effective processing of industrial hemp, and other bast fiber
crops.  This proprietary fiber-processing platform, called
CRAILAR(R), has been developed in conjunction with the National
Research Council of Canada and the Alberta Research Council, with
the company owning the exclusive global licensing rights for this
technology.  The CRAILAR(R) process and resulting products and by-
products are expected to have applications in textile, composite
material, energy and pulp and paper markets.  The company is also
provides sustainable, environmentally friendly fibers and fabrics
through its apparel division HTnaturals Apparel Corp.


NEENAH FOUNDRY: Moody's Junks $225 Million Senior Secured Notes
---------------------------------------------------------------
Moody's Investors Service downgraded Neenah Foundry Company's
Corporate Family Rating to Caa1 from B2, Probability of Default
rating to Caa1 from B2, and its $225 million senior secured notes
due 2017 to Caa1(LGD4, 52%) from B2 (LGD3, 47%).  The rating
outlook is negative.

The rating action is as follows:

-- Corporate Family Rating to Caa1 from B2
-- Probability of Default to Caa1 from B2
-- $225 million of senior secured notes due 2017, to Caa1 (LGD4,
    52%) from B2 (LGD3, 47%).

The downgrades reflect Neenah's very weak operating performance in
the past year which resulted in severely impaired credit metrics
that no longer support a single B rating.  Moody's expects these
metrics will likely remain weak over the intermediate term as the
economic pressures that have adversely affected the company's
performance are likely to persist.

Neenah's recent financial results have been negatively impacted by
reduced production volume at its heavy-duty commercial vehicle and
municipal segments, primarily due to the dwindling demand for the
company's products.  The company's weak financial performance was
further exacerbated by margin pressures in part arising from its
inability in fully passing on sharply-rising raw material costs
such as scrap steel and negative operating leverage from a
declined volume, at a time when its level of fixed charges remains
elevated from inherently high debt balance.  As of June 30, 2008,
Neenah's EBIT/Interest was 0.6x, Debt/EBITDA was 8.2x and free
cash flow was considerably negative.

The negative outlook reflects that Neenah's current credit metrics
are weakly positioned for a Caa1 rating category and Moody's
expectation of continuing negative economic pressures affecting
the company's core segments will not likely abate in the near to
intermediate term.

Neenah's municipal castings segment has suffered from lower demand
in part due to decreased new housing starts as well as tightening
municipal budget. While the production volume in the heavy duty
commercial vehicle segment has seen signs of stabilization since
its significant drop started in 2007, further recovery is subject
to general economic conditions. The revenue increase in its
construction and agriculture segment only partially offset the
declines in other segments.

The negative outlook also encompasses the company's weakening
liquidity as Moody's expects free cash flow would continue to be
negative in the next 12-18 months.  The rating could be further
downgraded if Neenah fails to improve its operating earnings, andr
its liquidity deteriorates such as enlarged negative free cash
flow and materially reduced borrowing availability under its
revolving credit facility.

Neenah's $110 million asset based senior secured revolving credit
facility, and $75 million senior subordinated notes are not rated
by Moody's.  The last rating action was October 17, 2007 when the
company's Corporate Family Rating was affirmed and outlook was
changed to negative from stable.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual revenues approximate $500 million.


NETWOLVES CORP: Plan Confirmation Hearing to Continue August 29
---------------------------------------------------------------
Due to Tropical Storm Fay's threat to Tampa, Florida, by Court
Order, the hearing to consider confirmation of Netwolves
Corporation's proposed Joint Plan of Reorganization, previously
scheduled for August 20, 2008, has been continued and will now be
heard before the U.S. Bankruptcy Court for the Middle District of
Florida on August 29, 2008.  

The amended plan includes, among other things, the cancellation of
all outstanding shares of the company's common stock and serial
preferred stock.

                       Overview of the Plan

The plan contemplates the potential substantive consolidation of
the Debtors' estates for purposes of voting and for distributions
under the plan.  NetWolves may seek prior to or at confirmation to
substantively consolidate its Estate with those of its affiliated
Debtors pursuant to Section 105 of the Bankruptcy Code and
applicable law.  The Debtors believe substantive consolidation
will benefit all holders of claims and interests by:

   (i) essentially eliminating the myriad of intercompany claims
       (and administrative expense claims among the Debtors) that
       will otherwise be difficult, if not impossible, to
       accurately reconcile, and

  (ii) providing a more equitable distribution to all holders of
       claims and Interests under the plan.

                         About NetWolves

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets: WOLV)
-- http://www.netwolves.com/-- provides telecommunications and        
Internet-managed services to more than 1,000 customers through its
neutral FCC-licensed carrier.  Some of NetWolves' customers
include General Electric, University of Florida, McLane Company,
JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NEXCEN BRANDS: Completes Restructuring of Bank Credit Facility
--------------------------------------------------------------
NexCen Brands, Inc., and certain of its subsidiaries completed a
restructuring of its bank credit facility by entering into amended
and restated borrowing, security and related agreements with BTMU
Capital Corporation.

The amended and restated agreements replace all of the prior bank
credit agreements and significantly revise the terms of the
outstanding borrowings, which total approximately $175.7 million.

In general, the amended and restated facility reduces the borrower
subsidiaries' mandatory principal payment obligations, enhances
the Company's operating liquidity by increasing management fees to
cover certain operating expenses before paying debt service,
increases the borrower subsidiaries' interest obligations,
substantially tightens the covenants and events of default and
adds economic incentives for the borrower subsidiaries to repay or
refinance a significant portion of the debt prior to maturity.

No additional borrowings are permitted and the facility remains
secured by substantially all of the assets of the borrower
subsidiaries.

"We are very pleased to have completed the restructuring of this
bank credit facility with BTMUCC and are gratified by the ongoing
support of our lender," Kenneth J. Hall, executive vice president,
chief financial officer and treasurer of NexCen Brands, stated.

Key provisions of the amended and restated facility include:

   -- the October 2008 principal payment obligation related to the
      Great American Cookie financing completed in January 2008
      has been eliminated.  Other mandatory minimum principal
      payments have been eliminated for the remainder of 2008, and
      substantially reduced thereafter.

   -- the outstanding loans have been restructured into three
      separate tranches in the amount of $47.6 million maturing on
      January 1, 2010, $41.7 million maturing on July 31, 2011 and
      the remaining $86.3 million maturing on July 31, 2013.

   -- the initial blended annual interest rate spread on the
      indebtedness is approximately 5.76%, for a blended annual
      rate of 8.22% for the August 17, 2008 payment date based
      upon LIBOR of 2.46%.  The interest rates on the notes are
      subject to increases after December 31, 2008.

Substantial changes have been made to the covenants and the events
of default in the facility.  As part of the restructuring, BTMUCC
provided the company and the borrower subsidiaries with a waiver
of enumerated past defaults and alleged defaults.

                   About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/      
-- acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill
Blass and Waverly brands, as well as seven franchised brands. Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world. The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

A. Substantial Doubt

As reported by the Troubled company Reporter on May 21, 2008,
based on information that is now known, the company believes that
there is substantial doubt about its ability to continue as a
going concern, and pending completion of an independent review,
that this substantial doubt also may have existed at the time the
company filed its 2007 10-K.  The audit committee of the company's
Board of Directors has retained independent counsel to conduct an
independent review of the situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

B. Strategic Alternative Review

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NORTHWEST AIRLINES: To Utilize Delta Global Services
----------------------------------------------------
In light of its proposed merger with Delta Air Lines, Inc.,  
Northwest Airlines Corp. ended its contract with French-owned
Worldwide Flight Services for ground services at Bradley
International Airport, and decided to use Delta Global Services, a
Delta subsidiary, Courant.com reports.

Delta spokeswoman Susan Elliott has stated that Delta Global won
the Contract in competitive bidding.  With Northwest's reduced
schedule at Bradley Airport, Worldwide's services are no longer
necessary, Northwest's Vice President for Communications Tammy
Lee told Courant.com.

As a result of the canceled Agreement, Worldwide told the
Department of Labor that it plans to shut down operations at the
Bradley Airport effective October 2, 2008, and contemplates 74
job cuts, says the report.

Delta Global plans to employ 30 additional employees at Bradley
Airport, and are considering Worldwide's workers who are
represented by the Transport Workers Union of America, Ms.
Elliott said.

Worldwide employees have "hard-to-obtain" security clearances;
hence the Union is "cautiously optimistic" that they would find
work with Delta, Courant.com says, quoting Union spokesperson
Jamie Horwitz.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                     About Northwest Airlines

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

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

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

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.      

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


PENN OCTANE: Posts $1,436,000 Net Loss in 2008 Second Quarter
-------------------------------------------------------------
Penn Octane Corp. reported a net loss of $1,436,000 on revenues of
$17,019,000 for the second quarter ended June 30, 2008, compared
with a net loss of $289,000 on revenues of $32,981,000 in the same
period last year.  Results for the quarter ended June 30, 2008,
included a loss of $343,000 from sale of discontinued operations
of the company's Mexican subsidiaries.

Revenues for the three months ended June 30,2008, consisted of
fuel sales of $13,009,000, oil and gas revenues of $1,857,000 from
the Oklahoma assets, which was acquired in November 2007, and
revenues of $2,153,000 from Regional Enterprises Inc., which was
acquired during July 2007.  Regional Enterprises provides liquid
bulk storage, railcar transloading and transportation services for
the petroleum and chemical business sectors.

In comparison, revenues for the three months ended June 30, 2007,
consisted of fuel sales of $32,545,000 and revenues of $436,000
from the sold LPG transportation business.  In December 2007, Rio
Vista completed the disposition of its remaining LPG assets to
TransMontaigne Products Services Inc.

In May 2008, Penn Octane's board of directors approved a plan to
sell its fuel sales inventory and to cease the fuel sales
business.  The purpose of this decision was to provide working
capital for its other business segments.  The assets of the fuel
sales business consisted only of accounts receivable and
inventories.

As a result of the disposition of the LPG-related businesses in
2006 and 2007 and the cessation of the fuel sales business during
May 2008 and the acquisition of Regional's business and the
Oklahoma assets, the company's sources of operating cash flows are
expected to be derived from the operations of Regional and from
the revenues received from the Oklahoma assets.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$54,832,000 in total assets, $42,942,000 in total liabilities,
$7,884,000 in minority interest, and $4,006,000 in total
stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $7,283,000 in total current assets
available to pay $39,664,000 in total current liabilities.

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?3144

                       Going Concern Doubt

Burton McCumber & Cortez, L.L.P. expressed substantial doubt Penn
Octane Corp.'s ability to continue as a going concern after
reviewing the company's consolidated financial statements for the
three months and six months ended June 30, 2008.  The auditing
firm reported that the company had a loss from continuing
operations for each of the two years ended Dec. 31, 2007, and the
three months and six months ended June 30, 2008, and has a deficit
in working capital.  In addition, the Oklahoma assets and the
Regional operations currently do not generate sufficient cash flow
to pay general and administrative and other operating expenses of
the company and all debt service requirements.

                        About Penn Octane

Headquartered in Palm Desert, Calif. Penn Octane Corporation
(Nasdaq: POCC) -- http://www.pennoctane.com/-- owns 75% of Rio  
Vista GP LLC, the general partner of Rio Vista Energy Partners
L.P.  Rio Vista Energy Partners L.P. is engaged in the
acquisition, development and production of oil and natural gas
properties and related midstream assets, as well as bulk storage,
railcar transloading and trasportation for the petroleum and
chemical business sectors.


PERFORMANCE TRANS: Files Amended Schedule of Postpetition Debts
---------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the Western
District of New York a 170-page amended schedule of debts they
incurred after their second bankruptcy filing:

    Debtor                                        Total Debt
    ------                                        ----------
    Leaseway Motorcar Transport Company LLC       $5,389,096

    Performance Transportation Services, Inc.      4,257,143

    E. and L. Transport Company L.L.C.             1,632,174

    Hadley Auto Transport LLC                        790,063

    Logistics Computer Services, Inc.                458,766

    Transportation Releasing L.L.C.                   43,551
                                                 -----------
                                    Total        $11,780,730

A full-text copy of the Amended Schedule of Postpetition Debts is
available for free at:

    http://bankrupt.com/misc/PTSCh7AmendedPostpetitionDebts.pdf

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Performance Transportation, Inc., et al., filed with the Court a
66-page schedule of debts they incurred after their second
bankruptcy filing, aggregating $13.2 million:

   Debtor                                        Total Debt
   ------                                        ----------
   Leaseway Motorcar Transport Company LLC       $5,879,203

   Performance Transportation Services, Inc.      4,278,972

   E. and L. Transport Company L.L.C.             1,621,995

   Hadley Auto Transport LLC                        933,454

   Logistics Computer Services, Inc.                458,766

   Transportation Releasing L.L.C.                   43,575
                                                -----------
                                   Total        $13,215,965

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PHILIP STEINBERG: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Philip B. Steinberg
        7515 West Oakland Park Blvd Suite 100
        Fort Lauderdale, FL 33319

Bankruptcy Case No.: 08-21136

Chapter 11 Petition Date: August 6, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

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

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

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


PLASTECH ENGINEERED: Can Employ Groom Law as Benefits Counsel
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Groom Law Group, Chartered, as
their employee benefits counsel, nunc pro tunc to June 27, 2008.

According to the Debtors, Groom Law is particularly well-suited
to serve as employee benefits counsel to address matters where
expertise in employee benefits law is invaluable.

"The firm is the largest employee benefits specialty firm in the
country and possesses nationally recognized expertise on the
intersection between employee benefits law and insolvency
matters," the Debtors noted.

Pursuant to its employment, Groom Law is expected to:

   (a) provide legal advice concerning the Debtors' employee
       benefits plans, including application of the Employee
       Retirement Income Security Act of 1974, as amended, and
       relevant provisions of the Internal Revenue Code;

   (b) represent the Debtors on information inquiries,
       investigations, or proceedings brought by the (i) Pension
       Benefit Guaranty Corporation, (ii) the Department of
       Labor, or the (iii) Internal Revenue Service -- the three
       federal agencies with regulatory authority over the
       Debtors' employee benefit plans;

   (c) attend meetings and negotiate with representatives of the
       employees in administering the employee benefits plans;
       
   (d) appear, on the Debtors' behalf, before the Bankruptcy
       Court, any appellate court, and the United States Trustee
       on matters relating to the Debtors' employee benefits
       plan; and

The Debtors asserted that the firm's services are necessary to
enable them to maximize the value of their estates.  Groom Law,
whose services are unique to the Debtors, will also coordinate
its efforts with the other bankruptcy professionals employed in
these cases to avoid duplication of work, the Debtors assured the
Court.

Groom Law's standard hourly rates range from $325 to $800, which
will vary with the professional's years of experience,
specialization, and level of professional attainment, Gary M.
Ford, a partner at Groom Law said.  Specifically, Mr. Ford's
hourly rate is $800, and $675 per hour is billed for the services
of fellow professional, Mr. Lonie Hassel.  The Debtors agreed to
reimburse the firm for necessary and actual expenses incurred in
the conduct of its services.  

Mr. Ford related that his firm has received, or anticipates
receipt of a $50,000 security retainer, which it intends to apply
for professional services compensation in these Chapter 11 cases
subject to the Court's approval.  

Mr. Ford further related, based on conflicts search conducted,
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the U.S. Bankruptcy Code.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                             *   *   *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
the Debtors have until Sept. 28, 2008, to file a Chapter 11 plan
of reorganization.


PLASTECH ENGINEERED: Leamington Workers' Severance Pay Slashed 75%
------------------------------------------------------------------
Former workers at LDM Technologies Company, a Plastech Engineered
Product, Inc. unit in Leamington, Canada, reportedly receive
$1,400 each, The Windsor Star said.  The amount, however, is 75%
less than what the 350 former workers are entitled in severance
pay, Canadian Auto Workers Local 1769 Spokesperson Ken Lewenza
told The Windsor Star.

The $500,000 provided by Chrysler didn't come close to $2.3
million in total severance payable.

Several workers believe the federal government should make up for
the shortfall.  But Dave Kesteren, Conservative member of the
parliament for Chatham-Kent-Essex, in Ontario, Canada, said
"public funds should not be part of this equation."

The Leamington plant closed in May 2008, giving its workers only
two weeks' notice, instead of the 12-week federal requirement,
the report disclosed.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                             *   *   *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
the Debtors have until Sept. 28, 2008, to file a Chapter 11 plan
of reorganization.


PLASTECH ENGINEERED: Taps James Carroll as Liquidation Officer
--------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to:

   (i) employ Carroll Services LLC to assist with their ongoing
       liquidation and wind-down efforts; and

  (ii) permit James Patrick Carroll to serve as chief liquidation
       officer, nunc pro tunc to July 28, 2008.

The Debtors relate that although they have closed the sales of
their major businesses, they still have cash and rights to pursue
certain causes of action.  They also have yet to address numerous
claims filed against their estates, pursue objections, and
develop and confirm a liquidating plan of reorganization.  

The Debtors further relate that many of remaining employees who
comprise their wind-down team, including Executive Vice President
for Finance and Chief Financial Officer Peter Smidt, have
indicated intent to resign by Aug. 31, 2008.

While they must accomplish wind-down tasks to enable their post-
sale management to analyze and process key financial data
effectively to maximize the recoveries for all their estates'
creditors and parties-in-interest, the Debtors acknowledge that
they must work within the limited budget in the Wind-down Funding
Agreement.

Mr. Carroll, a principal at Carroll Services, is currently
voluntary liquidator for SPhinx Investment Funds, LP; the plan
administrator for Freedom Rings, LLC; liquidation trustee for the
Art Store, and J.A. Jones, Inc., among others, as disclosed in an
affidavit filed with the Court.

"Mr. Carroll . . . has considerable experience operating debtors
in wind-down situations," the Debtors tell the Court.

Pursuant to their engagement letter, Carrol Services will:

   (a) analyze assets and potential causes of action remaining
       with the Debtors after the Sale;

   (b) analyze liabilities and potential liabilities of the
       Debtors, including claims filed against the Debtors and/or
       their estates;

   (c) assist the Debtors in developing, negotiating, and
       pursuing a liquidating plan of reorganization, if
       appropriate and in the best interests of the Debtors and
       their estates;

   (d) serve as a principal contact with the Company's senior
       secured creditors, the Official Committee of Unsecured
       Creditors, and other parties-in-interest in the Chapter
       11 cases and the Company's financial and operational
       matters; and

   (e) assist the Debtors in all bankruptcy-related matters
       including the preparation and oversight of necessary
       federal, state and local tax or other statutory filings.

The Debtors will pay for Mr. Carroll's services at $395 per hour.  
Services by additional officers will be paid at the firm's
customary rates.  The Debtors will also reimburse the firm for
reasonable out-of-pocket expense.  Moreover, the Debtors will
indemnify Mr. Carroll and all the additional officers to the same
extent that they indemnify their officers and directors.  The
firm's professionals will also be covered under the Company's
liability insurance policy.

Mr. Carroll relates that his firm has not received any payment
from the Debtors prior to or after the Petition Date.  He assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                             *   *   *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
the Debtors have until Sept. 28, 2008, to file a Chapter 11 plan
of reorganization.


POSTAL LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Postal Logistics Services LLC
        2380 Diehl Road
        Aurora, IL 60504  

Bankruptcy Case No.: 08-22006

Chapter 11 Petition Date: August 21, 2008

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Michael L. Gesas, Esq.
                  (mlgesas@arnstein.com)
                  Arnstein & Lehr, LLP
                  120 South Riverside Plaza 1200
                  Chicago, IL 60606-3910
                  Tel: (312)876-7125
                  Fax: (312)876-6260

Estimated Assets: $1,000,000 to $100,000,000

Estimated Debts: $1,000,000 to $100,000,000

Debtor's list of its 20 largest unsecured creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Angelo Anagnostopoulos                                $37,030
422 South Lincoln Street
Addison, IL 60101

Behnke Trucking                                       $40,025
600 N. Helmer Road
P.O. Box 763
Battle Creek, MI 49016-0763

BG Transport, Inc.                                    $43,093
171 South Joliet Road
Carol Stream, IL 60188

Burton Truck Lines, Inc.                              $54,600

D.M. Bowman, Inc.                                     $40,143

Freight Masters Systems                               $39,525

Intermodal Sales Corporation                          $47,028

J.B. Hunt Transport, Inc.                             $68,839

Jevic Transportation Co.                              $87,532      

JR Cartage, Inc.                                     $150,186

National Freight, Inc.                               $324,517

Nationwide Magazine & Book, Inc.                      $37,919

Pacific Continental Shippers LLC                      $86,233

Quebecor World (USA) Inc.                          $1,104,412   

Road Runner                                           $52,967

Teachers Retirement System of IL                     $141,537

The Custom Companies                                  $62,573

Thoroughbred Direct Intermodal Serv                  $177,794

United States Postal Service                         $108,472

UPS Supply Chain Solutions                            $40,322


PRIVATE RESIDENTIAL: Moody's Rates $62.2MM Class D Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned definitive long-term Local
Currency Global Scale/National Scale credit ratings to the
following classes of Notes issued by Private Residential Mortgages
Limited -- Series 2: Tranche 2.

-- Aaa/Aaa.za to ZAR 100,000,000 Class A2 C* Secured Floating
    Rate Notes due 15 December 2035

-- Aaa/Aaa.za to ZAR 50,000,000 Class A4 D* Secured Floating Rate
    Notes due 15 December 2035

-- Aa2/Aaa.za to ZAR 30,000,000 Class A5 C Secured Fixed Rate
    Notes due 15 December 2035

-- Aa2/Aaa.za to ZAR 497,800,000 Class A6 C Secured Floating Rate
    Notes due 15 December 2035

-- Aa2/Aaa.za to ZAR 125,000,000 Class A9 D Secured Floating Rate
    Notes due 15 December 2035

-- A2/Aa2.za to ZAR 100,000,000 Class B4 D Secured Floating Rate
    Notes due 15 December 2035

-- Baa3/A2.za to ZAR 35,000,000 Class C4 D Secured Floating Rate
    Notes due 15 December 2035

-- Ba3/Baa2.za to ZAR 62,200,000 Class D4 D Secured Floating Rate
    Notes due December 2035

The higher than expected margin on the notes had a negative impact
on the Global Local Currency (GLC) ratings of the Class D4 D notes
from the provisional to the definitive ratings. Furthermore, the
target national scale rating on the Class D4 D note changed to
Baa2.za from (P)Baa3.za at the request of the arrangers.  To
offset the above changes the Reserve Fund was increased from 2.1%
to 2.3% of the combined notes outstanding.

The ratings indicated above are Global Local Currency (GLC)
ratings and National Scale Ratings (NSR) denoted by ".za" at the
end of the rating, respectively.  The assignment of both a GLC
rating and a NSR to each note is consistent with Moody's revised
NSR methodology, announced on 7 May 2007.  Each note is assigned a
GLC rating by applying a similar methodology and set of
requirements to those used for other EMEA RMBS transactions rated
on Moody's global scale.  The resultant GLC rating is then used to
determine the NSR of the instrument by using the published South
African NSR conversion table.

The transaction represents the securitisation of South African
residential mortgage loans originated by Investec Bank Limited
under the ZAR20 billion Segregated Series Medium Term Note
Programme issued by Private Residential Mortgages.  The assets
supporting the Notes are prime mortgage loans secured on
residential properties located in South Africa.  The portfolio
will be serviced by Investec Private Bank, a division of Investec
Bank Limited.

The ratings of the Notes are based upon the analysis of the
characteristics of the mortgage pool backing the Notes, the
protection the Notes receive from credit enhancement against
defaults and arrears in the mortgage pool, the legal and
structural integrity of the issue and the credit quality of the
parties involved in the transaction.

The additional ZAR 1 billion of Notes issued by PRM - Series 2,
will be used to fund the purchase of the home loans from Investec
Bank Limited and the Grayston Conduit 1 (Pty) Ltd -- Series 5.  
The revolving period is ongoing, subject to the refinance of the
earliest scheduled maturity notes, performance related triggers
and portfolio limits.

A Liquidity Facility of 2.5% of the outstanding note balance,
subject to a floor of 1.0% of the initial note amount, is
available to fund interest shortfalls and an initial Redraw
Facility of 44% of the outstanding note balance, to fund redraws.  
In addition to the note subordination and excess spread, the
transaction benefits from a Reserve fund of 2.3% as a percentage
of the combined pool funded from the issue of sub-ordinated loans
provided by Investec.

The definitive ratings address the expected loss posed to
investors by the legal final maturity. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on or before the legal final maturity
date.  Moody's ratings address only the credit risks associated
with the transaction.  Other non-credit risks have not been
addressed but may have a significant effect on the yield to
investors.

Moody's initially analysed and monitors this transaction using the
rating methodology for South African RMBS transactions as
described in the Rating Methodology report "Moody's Approach to
Rating South African RMBS", January 2005.

Date of previous rating action : Moody's assigned provisional
ratings to PRM --Series 2 on the 25 July 2008.


PRODUCTION SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Production Systems, Inc.
        1610 W. 550 N.
        Columbus, IN 47201

Bankruptcy Case No.: 08-10282

Type of Business: The Debtor designs, builds and integrates
                  automation equipment.  See
                  http://www.productionsystems-inc.com/

Chapter 11 Petition Date: August 22, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: David R. Krebs, Esq.
                     Email: drk@hostetler-kowalik.com
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St., Ste. 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  http://www.hostetler-kowalik.com

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

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

A copy of Production Systems, Inc's petition is available for free
at:

         http://bankrupt.com/misc/insb08-10282.pdf


PROTOMAC GROUP: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Potomac Group West, Inc.
                c/o Steven Leisher
                437 South Highway 101, Ste. 403
                Solana Beach, CA 92075

Case Number: 08-08040-11

Involuntary Petition Date: August 22, 2008

Court: Southern District of California (San Diego)

Petitioner's Counsel: John L. Smaha, Esq.
                      (jsmaha@smaha.com)
                      Smaha Law Group, APC
                      7860 Mission Center Court, Suite 100
                      San Diego, CA 92108
                      Tel: (619) 688-1557
                      Fax: (619) 688-1558

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   Scott Bresnick                Commissions           $55,500
   Steve Scammell                Commissions
$100,000            
   Michael O'Riordan              Loans                $60,000
   Preferred Life Solutions       Loan              $1,058,765


QUAPAW ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Quapaw Associates, LLC
        P.O. Box 383
        Alexander, AR 72002  

Bankruptcy Case No.: 08-14924

Type of Business: The Debtor is a health care business.

Chapter 11 Petition Date: August 13, 2008

Court: Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Kevin P. Keech, Esq.
                  Keech Law Firm, PA
                  7600 JFK, Ste. B
                  North Little Rock, AR 72120
                  Tel: (501)221-3200
                  Fax: (501)221-3201
                  E-mail: kkeech@keechlawfirm.com

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

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

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

            http://bankrupt.com/misc/areb08-14924.pdf


RELIABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Reliable Medical Equipment Corp
        P.O. Box 195317
        San Juan, PR 00919

Bankruptcy Case No.: 08-05353-11

Chapter 11 Petition Date: August 19, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Juan A. Santos Berrios, Esq.
                  (jsantosb@prtc.net)
                  Law Offices of Juan A. Santos Berrios PSC
                  P.O. Box 9102
                  Humacao, PR 00792-9102
                  Tel: 787-285-1001
                  Fax: 787-285-8358

Total Assets: $1,439,825

Total Debts: $1,694,910

A copy of the Debtor's petition is available for free at:
     
           http://bankrupt.com/misc/prb08-05353-11.pdf


ROTHMANS INC: June 30 Balance Sheet Upside-Down by C$213 Million
----------------------------------------------------------------
Rothmans Inc.'s balance sheet at June 30, 2008, showed total
assets of C$545.2 million and total liabilities of C$758.4
million, resulting in shareholders' deficit of C$213.2 million.

Rothmans Inc. disclosed results for the first quarter of fiscal
2009, which ended June 30, 2008.  Rothmans Inc. incurred a loss of
C$354.4 million for the first quarter compared to earnings of
C$33.8 million in the same quarter of fiscal 2008.  The loss in
the period results from the expenses incurred in connection with
the resolution of the RCMP investigation, the make-whole premium
associated with Rothmans Benson & Hedges Inc.'s C$150 million
5.552% senior unsecured bonds, series A and certain expenses
associated with the offer by an indirect subsidiary of Philip
Morris International Inc.

Sales at the company's 60%-owned subsidiary, Rothmans Benson &
Hedges Inc., net of excise duty and taxes, decreased to
C$176.2 million in the recent quarter compared with
C$177.4 million in the first quarter of fiscal 2008.  Continued
consumer movement into the cigarette price category and higher
trade program spending were only partially offset by price
increases implemented during the first quarter of fiscal 2009.

               Resolution of the RCMP Investigation

On July 31, 2008, RBH and the company reached an agreement with
the Government of Canada and the governments of all ten provinces
that resolved the RCMP's investigation relating to sales of
products exported from Canada by RBH in the period 1989 - 1996.
Under the terms of the settlement reached with the governments,
payments expected to total C$550 million are to be made commencing
in 2008 and over the next ten years.  The terms of the settlement
are set out in the comprehensive agreement and in an order of the
Ontario Court of Justice issued on July 31, 2008.

The terms of the Settlement require these payments to be made:
  
   -- C$100 million fine payable by RBH by no later than Oct. 29,
      2008;
   -- C$50 million towards a new government Contraband Tobacco
      Enforcement Strategy payable by RBH no later than Dec. 15,
      2008;
   -- C$200 million payable by the company over 10 years at a rate
      of C$20 million per year with the first payment to be made
      by Dec. 31, 2009;
   -- an estimated C$200 million payable by RBH, with the first
      payment of C$50 million to be made no later than Dec. 31,
      2008, and the remainder scheduled to be paid over a 10-year
      period based on a formula related to the revenue of RBH set
      out in the Comprehensive Agreement.

As required under the terms of the Comprehensive Agreement, these
payments are not deductible for income tax purposes.
The Comprehensive Agreement also requires RBH to comply with and
implement the terms of a Tobacco Compliance Measures Protocol
which forms part of the Comprehensive Agreement.

The company recorded an expense of C$415 million in the unaudited
consolidated financial statements for the period ended June 30,
2008, to recognize the settlement.  

As a result of this settlement expense, the company's 60% owned
subsidiary company, RBH, has a shareholder deficiency of
C$209 million.

As a consequence of the settlement, RBH expects to repay its
currently outstanding 5.552% senior unsecured bonds, series A in
the principal amount of C$150 million.  Although the bonds
have a scheduled maturity date of Dec. 21, 2011, the terms of the
settlement may result in an event of default under the terms of
the trust indentures pursuant to which the bonds were issued.  As
a result, RBH has recorded an expense in the quarter ended
June 30, 2008 of C$9.7 million for the make-whole premium and
accrued interest payments required under the terms of
the trust indentures.  

RBH has entered into an agreement with JPMorgan Chase Bank N.A. to
provide a C$200 million unsecured one-year revolving loan
facility.  The proceeds from this facility will be used to fund
the principal repayment, the make-whole premium and accrued
interest on the bonds and for RBH's working capital purposes.

                          Cash Resources

Cash, cash equivalents and short-term investments of
C$204.7 million at June 30, 2008, represented the consolidated
cash resources of the company versus C$234.9 million at
March 31, 2008.  The decrease in cash, cash equivalents and short-
term investments is due to the first quarter dividend paid by the
company, earnings from RBH's operations, reduction in accounts
payable and normal quarterly fluctuations in RBH's working capital
requirements.  On a non-consolidated basis, Rothmans held cash,
cash equivalents and short-term investments of C$129.9 million at
June 30, 2008, a decrease from C$154.4 million at March 31, 2008,
reflecting the suspension of the RBH dividend and dividends paid
by the Company during the quarter.

                        About Rothmans Inc.

Rothmans Inc. (TSX:ROC) is publicly traded Canadian company that
participates in the Canadian tobacco industry through 60%-owned
Rothmans Benson & Hedges Inc.  RBH employs approximately
750 people at its head office in Toronto, its sales offices across
Canada and its manufacturing facilities in Brampton, Ontario and
Québec City, Quebec where it has been operating for over 100
years.  Rothmans has interests exclusively in the tobacco
industry.


ROUGE INDUSTRIES: Panel Wants Deloitte FAS as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rouge Industries
Inc. asked the U.S. Bankruptcy Court for the District of Delaware
for permission to retain Deloitte Financial Advisory Services LLP
as its financial advisors.

The Court is set to hear the Committee' request on Sept. 15, 2008,
at 2:00 p.m.  Objections are due Sept. 8, 2008, at 4:00 p.m.

The Committee has sought and obtained authority to employ Deloitte
& Touche LLP as its accountants and financial advisors, nunc pro
tunc to Nov. 6, 2003.  An order approving that retention was
issued on Jan. 21, 2004.

The Committee related that although the personnel comprising the
financial advisory services engagement team for the Committee in
the case have remained largely unchanged since Jan. 21, 2004, the
personnel became personnel of Deloitte FAS as of May 29, 2005.  
Deloitte FAS does not seek payment of fees and expenses, about
$162,525, incurred between May 29, 2005, and the date of the
Deloitte FAS application, which is Aug. 5, 2008.

The billing rates of Deloitte FAS are:

   Partners/Principals/Directors               $550 - $675
   Senior Managers/Managers                    $390 - $550
   Senior Consultants/Consultants/Associates   $200 - $390
   Para-professinals/Others                        $125

According to the Committee, Deloitte FAS does not hold ore
represent any interest adverse to the Debtors or the Committee and
is a  "disinterested person" as defined in Section 101(14) of the
U.S. Bankruptcy Code.

                       About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries Inc. is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).  Adam G.
Landis, Esq., at Landis, Rath & Cobb, LLP, and Alicia Beth Davis,
Esq., at Morris, Nichols, Arsht & Tunnell, represent the Debtors.  
Kurt F. Gwynne, Esq., and Claudia Z. Springer, Esq., at Reed Smith
LLP, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.
The asset sale closed on Jan. 30, 2005.

The Debtors have until Aug. 29, 2008, to exclusively file a
bankruptcy plan.


S & A RESTAURANT: Court Approves Rosen Systems as Auctioneer
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved a request by Michelle H. Chow, the Chapter 7 bankruptcy
trustee for S & A Restaurant Corp. and its debtor-affiliates, to
retain Rosen Systems, Inc., as agent and auctioneer.

The Trustee notes that the Debtors' restaurants have numerous
items of equipment, furniture and fixtures as well as perishable
food inventory.  In order to administer these items, Rosen will
(i) remove all of the items from the stores, and (ii) possibly
sell certain assets at auction.

The Trustee avers that Rosen will be billed at $300 per store for
cleaning out all inventory, furniture and fixtures.  For any
items sold at auction, Rosen will get an additional 10% buyers'
premium.  

Furthermore, the Trustee's report of sale will contain the full
accounting of all items removed and sold from the Restaurants, as
well as the sums collected as buyer's premium.  Rosen, when
filing for its final fee application, will also include the full
accounting of the clearing out and auction of the inventory.  
Rosen's final compensation and reimbursement of expenses will be
subject for Court approval.

Kyle Rosen, director of auction services at Rosen, tells the
Court, that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.  Furthermore,
Rosen is not a:

   (a) a creditor, equity security holder, or insider of the
       Debtor or the Trustee;

   (b) an investment banker for any outstanding security of the
       Debtor or the Trustee;

   (c) attorney for an investment banker of the Debtor or the
       Trustee; or

   (d) a director, officer, or employee of the Debtor or the
       Trustee or of any investment banker of the Debtor or the
       Trustee.

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
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 United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq., at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  Michelle H.
Chow was appointed Chapter 7 bankruptcy trustee in the case.  The
Debtors disclosed total scheduled assets of $2,302,057 and total
scheduled liabilities of $159,432,691.

(Bennigan's and Steak & Ale Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


S & A RESTAURANT: Kane Russell is Ch. 7 Trustee's Lead Counsel
--------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Eastern District of Texas to authorize
the retention of Kane Russell Coleman & Logan PC as her lead
counsel.  

The Trustee states that Kane Russell possesses considerable
experience in matters related to the Debtors' Chapter 7 cases.

As the Trustee's lead counsel, Kane Russell will:

   (a) advise and consult with the Trustee regarding (i) legal
       questions arising in administering the Debtors' estates,
       and (ii) the Trustee's rights and remedies related to the
       Debtors' estates' assets and creditors' claims;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) advise the Trustee in connection with any potential sale
       of assets;

   (d) appear before the Court, any appellate courts, and the
       United States Trustee and protect the interests of the
       Trustee before the Courts and the U.S. Trustee;

   (e) perform any and all other legal services that may be
       necessary of the Trustee in the proceedings and any
       actions commenced in the Debtors' Chapter 7 cases;

   (f) assist the Trustee in preserving and protecting the
       Debtors' estates;

   (g) investigate and potentially prosecute preference,
       fraudulent transfer and other causes of action under the
       Trustee's avoidance powers;

   (h) prepare any pleadings, applications, motions, answers,
       notices, responses, orders, reports and other legal
       documents that are required for the orderly administration
       of the Debtors' estates; and

   (i) perform other duties contingent to the administration of
       the Trustee's duties.

Kane Russell's professionals are billed according to their
customary rates:

         Title                 Rate per hour
         -----                 -------------
         Partners              $300 to $500
         Associates            $195 to $400
         Paraprofessionals     $100 to $200
         IT Professionals      $125 to $185

Furthermore, Kane Russell's primary team and each professional's
rate per hour, assigned in the Debtors' cases will be:

         Joseph Friedman              $380
         Robert Taylor                $295
         Gregory M. Zarin             $210

The Trustee reports that Kane Russell has received no retainer
for application to fees incurred in the Debtors' Chapter 7 cases.  

Kane Russell will seek Court approval of its fees and expenses on
an interim and final basis pursuant to Sections 327 and 328 of
the Bankruptcy Code.  Furthermore, Kane Russell will keep track
of its billings on a tenth of an hour basis with time charges
according to the criteria set forth by the U.S. Trustee.

Joseph A. Friedman, Esq., director at Kane Russell, avers that
his firm has no connection of any kind or nature with the
Debtors, the Debtors' creditors, any other party-in-interest,
their counsel and accountants, the U.S. Trustee, or any person
employed by the U.S. Trustee.  Furthermore, Kane Russell is still
undergoing its review of the matrix containing 95,000 names to
assure that no actual conflict or other disqualifying
circumstance exists.  

However, Mr. Friedman assures the Court that Kane Russell is a
"disinterested person" as the term is defined under Section
101(14).  

                      About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
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 United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

(Bennigan's and Steak & Ale Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Bominflot Insists Ownership of Fuel Oil
----------------------------------------------------
Debtor SemMaterials, L.P., ordered on July 8, 2008, 7,500 barrels
of No. 6 Fuel Oil from Bominflot Atlantic, L.L.C., which markets
bunker fuel to marine vessels.  SemMaterials requested the
transfer of the Fuel from Bominflot's tank to SemMaterials' tank
on July 10.

Bominflot asked Judge Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware to determine that Bominflot is
the equitable owner of the Fuel, and require SemMaterials to
return the Fuel.

Representing Bominflot, Daniel K. Astin, Esq., at Ciardi Ciardi &
Astin, P.C., in Wilmington, Delaware, told the Court that
following the Transfer, SemMaterials may have removed a certain
amount of Fuel, leaving a residuary amount in the SemMaterials
tank.

On July 16, 2008, Bominflot invoiced SemMaterials for the total
amount of $837,015, consistent with the ordinary practice in
transactions between the parties.

Upon learning of the Debtors' liquidity troubles, Eugene Owen,
Bominflot's vice-president, called SemMaterials to for assurance
of payment of the Invoice.  Kevin Clement, SemMaterials' vice-
president of supply and marketing, informed Mr. Owen that the
Invoice will be paid in full on July 18, in accordance with the
contractual terms on the Invoice.

Bominflot complained that on July 18, 2008, the Invoice remained
unpaid.  Bominflot demanded the return of the Fuel, but
SemMaterials refused.  SemMaterials falsely assured Bominflot of
payment and misrepresented its solvency, Bominflot asserts.  
Bominflot commenced a proceeding in the Circuit Court for the
City of Chesapeake, Virginia, seeking to enforce its reclamation
rights and right to payment of $350,000 in punitive damages.

A. Bominflot Wants Stay Lifted            

The Troubled Company Reporter said on July 31, 2008, that
Bominflot entered into a sale contract with Debtor SemMaterials,
L.P., on July 8, 2008, for the sale of 7,507 barrels of fuel oil,
totaling $837,015.  At SemMaterials' direction, the Fuel Oil was
transferred from Bominflot's Shore Tank 603 to Shore Tank 701,
located at a tank storage facility in Chesapeake, Virginia.  The
transfer took place from July 9 to July 10.

B. SemMaterials, BofA Respond

SemMaterials, L.P., argued that Bominflot Atlantic, L.L.C.'s
motion to pursue its reclamation claim in a state court action
violates Section 546(c) of the Bankruptcy Code, which provides
for the exclusive remedy for a seller to reclaim goods from a
debtor in bankruptcy.

SemMaterials insisted that Bominflot has not alleged any fact that
makes its situation different from any other creditor in the
Debtors' Chapter 11 cases.  SemMaterials further stated that the
Debtor's estates will suffer substantial harm if the automatic
stay is modified, since they will have to expend funds in
defending against Bominflot's claim.

Bank of America, N.A., as administrative agent for the Debtors'
prepetition lenders, opposed Bominflot's request, stating that
Bominflot's liens as a secured party are superior to Bominflot's
reclamation claim.  Since Bominflot's reclamation rights are
subordinate, Bominflot cannot demonstrate a cause for relief from
the automatic stay, BofA asserted.

Moreover, BofA asserted that lifting the automatic stay to allow
"piecemeal litigation" will severely prejudice the Debtors'
estate and its creditors.

SemMaterials and BofA asked the Court to deny Bominflot's motion
for relief from the automatic stay.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP, represent the Debtors in
their restructuring efforts.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The  Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

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


SEMGROUP LP: Reserves $1,100,000 for 230 Laid-Off Employees
-----------------------------------------------------------
SemGroup, L.P., and its debtor-affiliates had sought the
permission of Judge Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware to pay $1,100,000 in severance
packages, averaging to two weeks' salary, to about 276 of their
employees.

On Aug. 11, 2008, SemGroup laid off more than 100 employees
from its office in Tulsa, Oklahoma, and 120 employees from its
other offices in the United States.  According to The Tulsa
World, the $1,100,000 severance packages, if approved, will be
used to pay the laid off employees.

In SemGroup's Chapter 11 Petition, Terrence Ronan, the company's
senior vice president of finance, told Judge Shannon that the
company anticipates to lay off 276 employees who do not have
employment contracts with SemGroup or any of its affiliates.  
Officials have also indicated that all SemGroup LP employees
likely will be laid off eventually, or will join asset
purchasers, The Tulsa World said.

Prior to August 11, SemGroup employed 400 people in Tulsa, and
2,000 nationwide.  Mr. Ronan said in his affidavit supporting
SemGroup's Chapter 11 Petition that the workforce reduction is
part of the company's cost-saving measures to manage its
liquidity crisis.  SemGroup spokeswoman Brenda Adrian told The
Tulsa Work that the layoffs were handled individually, and were
"across the board" of the company's subsidiaries.

It's a difficult decision every time you have to lay anybody off,
Ms. Adrian told The Tulsa World.  "This is a very challenging
environment that SemGroup is dealing with."  

Dan Safranek, a Tulsa financial investment adviser, told The
Tulsa World that the layoffs may give a hint into the short-term
future.  The $250,000,000 DIP loan sought by the company was
intended to keep the company afloat, but the layoffs may mean
that there are potential buyers of the company, the newspaper
stated.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP, represent the Debtors in
their restructuring efforts.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The  Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

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


SEMGROUP LP: Samson Asserts $39,740,100 in Unpaid Oil and Gas
-------------------------------------------------------------
Samson Resources Company, together with Samson Lone Star, LLC,
and Samson Contour Energy E&P, LLC, operates numerous wells in
Colorado, Kansas, Louisiana, New Mexico, North Dakota, Oklahoma,
Texas, and Wyoming.  Samson sold oil and gas to SemGroup, L.P. and
its debtor-affiliates, pursuant to six purchase agreements:

   Agreement                Debtor Counterparty
   ---------                -------------------
   Domestic crude oil       Seminole Transportation and Gathering
   Domestic crude oil       SemCrude, L.P.
   Domestic crude oil       Eaglwing Trading, Inc.
   Domestic crude oil       Eaglwing, L.P.
   Purchase Agreement       Samson Contour
   Gas purchase contract    Warren NGL, Inc./Dynegy Midstream
                            Services, L.P.

Under the agreements, Samson agreed to sell oil and gas to the
Debtors as first purchaser on a monthly basis, and the Debtors
agreed to remit payment on the 20th day of the month following
the purchase.  Samson sold oil and gas to the Debtors until
July 18, 2008, when Samson asserted its contractual rights for
adequate assurance of payment and suspended the sales.

Samson complained that the Debtors have not paid for the oil and
gas sold from June 1 to July 18, 2008, which totals $39,740,100.  
Samson asserted that the Debtors had acquired limited amounts of
the oil and gas, even after it notified the Debtors of the
suspension.

Samson asked the U.S. Bankruptcy Court for the District of
Delaware to enter an injunction, requiring the Debtors, Bank of
America, N.A., to segregate the proceeds in their possession from
any sale of the oil and gas acquired from Samson.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP, represent the Debtors in
their restructuring efforts.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The  Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

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


SEMGROUP LP: $2MM Eaglwing Funds Not Part of Estate, Vess Oil Says
------------------------------------------------------------------
Vess Oil Corporation and Debtor Eaglwing, L.P., agreed on an
arrangement, under which Eaglwing, along with IMS, its independent
contractor, provided the payor services related to the sale of
Kurten Field Products.

Vess Oil Corporation operates oil and gas wells in Texas,
including producing properties in Kurten Field in Brazos County,
Texas.  Vess operates the Kurten Field and has an affiliated
ownership under the name VOC Brazos Energy partners, L.P.

As part of the Eaglwing Arrangement, SemGroup, L.P. and Eaglwing
directed IMS to provide the division of interest calculations and
the check preparation services, related to the sale of the Kurten
Field Products.  Payments from the gas and liquids purchaser were
made directly to Vess.  Vess paid the gas revenue to Eaglwing on a
monthly basis, for disbursement to the royalty and working
interest owners.

In March 2005, Vess entered an agreement with Teppco Crude Oil
LLC for the purchase of Kurten Field Products.  Under the
Eaglwing Arrangement, Teppco was directed to pay directly to
Eaglwing, which will remit the net amount directly to the Vess
Group.

According to Karen Bifferato, Esq., at Connoly Bove Lodge & Hutz
LLP in Wilmington, Delaware, during the 30-day hold period,
Eaglwing collected interest on the funds received from Teppco and
Vess.  Michael Vess, president of Vess, had contacted the Debtors
and asked to discontinue the monthly service fees, stating that
as Eaglwing received payments from Teppco and Vess, it benefited
from holding the cash funds for approximately 30 days.  The
Debtors had agreed to stop invoicing Vess for the monthly fee in
lieu of returning the Eaglwing' interest on holding the Funds.

Ms. Bifferato told the U.S. Bankruptcy Court for the District of
Delaware that the Vess Group has not received the $2,860,583
distribution payment from Eaglwing for May 2008, which was due to
be paid on July 20, 2008.  She Bifferato maintained that Eaglwing
held the Funds in trust for the benefit of the Vess Group, and was
required to transfer the Funds on 20th day of each month.  Ms.
Bifferato emphasized that the Funds did not constitute a property
of the Debtors.

Eaglwing has refused to respond to Vess' demands to turn over the
Funds.  Accordingly, Vess asked the Court to:

   -- declare that the Funds are not part of the Debtors' estate;
   -- require an accounting from the Debtors;
   -- require the Debtors to turn over the Funds to Vess; and
   -- award the attorneys' fees and costs of Vess.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream          
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A.
Mayer, Esq. at Weil Gotshal & Manges LLP, represent the Debtors in
their restructuring efforts.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The  Blackstone Group L.P. and A.P. Services LLC.  Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson &
Corroon LLP, represent the Debtors' prepetition lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of  
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than  
$1,000,000,000 in total debts.

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


SIMON WORLDWIDE: June 30 Balance Sheet Upside-Down by $15,506,000
-----------------------------------------------------------------
Simon worldwide Inc.'s consolidated balance sheet at June 30,
2008, showed $20,026,000 in total assets, $1,158,000 in total
liabilities, and $34,374,000 in redeemable preferred stock,
resulting in a $15,506,000 stockholders' deficit.

The company reported net income of $1,560,000 for the second
quarter ended June 30, 2008, compared with a net loss of $380,000
for the same period last year.

The company generated no sales or gross profits during the three
months ended June 30, 2008 and 2007.

On July 10, 2008, the company received $1,750,000 from Yucaipa AEC
Associates, LLC in connection with a December 2007 sale of one of
its other holdings.  The company's total gain related to the sale
of this holding was $1,862,000 which was included in the company's
consolidated statement of operations for the three and six months
ended June 30, 2008.  

As reported in the Troubled Company Reporter on June 19, 2008, the
company entered into an Exchange and Recapitalization Agreement
with Overseas Toys, L. P., the holder of all the outstanding
shares of preferred stock of Simon, pursuant to which all the
outstanding Preferred Stock would be converted into shares of
common stock representing 70% of the shares of common stock
outstanding immediately following the conversion.

The Agreement was negotiated on the company's behalf by the
Special Committee of disinterested directors which, based in part
upon the opinion of the Committee's financial advisor, determined
that the transaction is fair to the holders of common stock from a
financial point of view.  Closing of the transaction is contingent
upon stockholder approval of an amendment to the company's charter
at a meeting expected to be held in the Fall.

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?3149

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008, BDO
Seidman, LLP, in Los Angeles, espressed substantial doubt about
Simon Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.

BDO Seidman pointed to the company's stockholders' deficit,
significant losses from operations, and lack of any operating
revenue.

                      About Simon Worldwide

Headquartered in Los Angeles, Calif., Simon Worldwide Inc. (OTC:
SWWI) was prior to August 2001, a multi-national, full service
promotional marketing company. In August 2001, McDonald's
Corporation, the company's principal customer, terminated its 25-
year relationship with the company as a result of the embezzlement
by a former company employee of winning game pieces from
McDonald's promotional games administered by the company.  

As a result of the loss of its customers, the company no longer
has any operating business.  Since August 2001, the company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation.
As a result of these efforts, the company has been able to resolve
a significant number of outstanding liabilities that existed at
Dec. 31, 2001, or arose subsequent to that date.  At June 30,
2008, the company had reduced its workforce to 4 employees from
136 employees at Dec. 31, 2001.  The company is currently managed
by the chief executive officer, together with a principal
financial officer and an acting general counsel.


SKYBUS AIRLINES: Zenith Aviation To Liquidate Covered Assets
------------------------------------------------------------
The Hon. Christopher Sontchi of the United States Bankruptcy Court
for the District of Delaware approved liquidation procedures of
the Skybus Airlines Inc.'s assets including spare parts, tools and
ground system equipments, free and clear of liens and interests.

The sale is expected to generate about $2.5 million.

Judge Sontchi gave the Debtor permission to employ Zenith Aviation
Inc., as auctioneer, to sell off the Debtor's assets.  Zenith
Aviation will be paid 15% commission, pegged at $200,000, on the
sale price of each covered asset; however, if sale proceeds
surpassed $3,000,000, Zenith Aviation will be entitled to a 5%
commission on all sales proceeds.

A full-text of the Debtor's covered asset list is available for
free at http://bankrupt.com/misc/Skybus_Covered_Asset_List.pdf

                    About Skybus Airlines

Headquartered in Columbus, Ohio, Skybus Airlines, Inc. --
http://www.skybus.com/-- operates a domestic airline and had
destinations in 15 cities in the United States.  On April 4, 2008,
it ceased its flights opeartions and grounded all of its
acircrafts.  The company filed for Chapter 11 protection on
April 5, 2008 (Bankr. D. Del. Case No.08-10637).   Adam G. Landis,
Esq., and Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP,
represent the Debtor in its restructuring efforts.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in this case.  David B. Stratton, Esq., at Pepper
Hamilton LLP, represents the Committee.


SOLUTIA INC: Sells Shares to Repay $400,000,000 Bridge Credit
-------------------------------------------------------------
Solutia, Inc. launched an underwritten public offering
of 22,307,692 shares of its common stock at a price of $13 per
share for gross proceeds of approximately $290,000,000.  All of
the approximately $277,000,000 of net proceeds from the offering
will be used to partially repay Solutia's $400,000,000 15.50%
bridge credit facility.

Solutia, on the effective date of its Plan of Reorganization on
Feb. 28, 2008, entered into credit facilities aggregating up to
$2,050,000,000 with a syndicate of banks to finance its emergence
from Chapter 11.  The loans include a bridge loan facility in an
aggregate principal amount of $400,000,000, with an initial
maturity date of Feb. 28, 2009, and which may be extended by six
years subject to conditions.  Citibank, N.A., served as
administrative agent; Goldman Sachs Credit Partners L.P., as
syndication agent; Deutsche Bank AG New York Branch, as
documentation agent; and Citigroup Global Markets Inc., Goldman
Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as
joint lead arrangers and bookrunners under the Bridge Facility.

Solutia, in its news release, says it intends to fully repay the
bridge credit facility prior to the end of February 2009 at which
time the loans could be converted by the lenders into notes that
mature in February 2015.

Deutsche Bank Securities Inc. and Jefferies & Company, Inc., are
the joint underwriters for the offering.  A shelf registration on
Form S-3 relating to these securities was filed with the
Securities and Exchange Commission and became effective on July
25, 2008.  A copy of the prospectus supplement and base
prospectus relating to the offering may be obtained, when
available, from Deutsche Bank Securities Inc., 100 Plaza One,
Floor 2, Jersey City, New Jersey 07311-3901, by telephone at 1-
800-503-4611, or by email at prospectusrequest@list.db.com

             Stockholders Are Not Receiving Dividends

Solutia, in a document submitted to the Securities and Exchange
Commission on August 11, said that the 22,307,692 shares of its
common stock that it will be selling has a public offering price
of $13 per share, 15.80% cheaper than the last reported sale price
of $15.44 per share at the New York Stock Exchange as of Aug. 8,
2008.

Solutia noted that it has not paid any cash dividends on its
common stock in its last two fiscal years or subsequent interim
periods and does not expect to pay dividends for the foreseeable
future.  Solutia's senior secured facilities restrict the payment
of dividends.

Solutia said it expects to obtain proceeds, net of underwriting
discounts, of $277,574,996.

A full-text copy of Solutia's supplement to its July 25 can be
accessed at http://ResearchArchives.com/t/s?3141

              Solutia Mulls Options to Pay Remainder

Solutia spokesperson Dan Jenkins said the company "is looking at
different options" to repay unpaid portion of the $400,000,000
bridge facility, Bloomberg News reports.  Bloomberg said that
Solutia raised $277 million from the public offering to pay for a  
portion of the bridge loan.

Solutia will repay the more than $120,000,000 due under the loan
in February 2009.

          Sale Price 53% Below the $20 Under Ch. 11 Plan;
           Shares Return to $15-Level After Shares Sale

After Solutia announced its proposed conversion of a portion of
its $400,000,000 debt to equity at $13 per share, closing prices
of its stock tumbled to 9% to $14.14 apiece on August 11, but has
since recovered to $15.48 a share as of August 19:

               Date       Closing Price
               ----       -------------
              19-Aug       $15.48 per share
              18-Aug        15.03
              15-Aug        14.74
              14-Aug        14.53
              13-Aug        14.17
              12-Aug        14.02
              11-Aug        15.44
               8-Aug        15.42

The August 19 closing price of Solutia shares is valued 8.63%
higher than the $14.25 closing price of Solutia shares on March
25 when it first officially began trading at the NYSE since its
emergence from Chapter 11.

Pursuant to its Plan of Reorganization, Solutia distributed
rights to subscribe for 28,906,562 shares of its new common stock
to certain prepetition general unsecured creditors, noteholders
and holders of pre-emergence common stock.  Eligible creditors to
participate in the creditor rights offering were offered new
common stock at $13.33 per share under the rights offering.
Eligible stockholders were offered new common stock at $17.23 per
share.

The $13.33 offering price to unsecured creditors represented a
33.33% discount to the implied $20 per share value of the new
common stock, based on a reorganization equity value of Solutia
of approximately $1,200,000,000.

Solutia's total stock to be outstanding after the offering has
increased to 83,677,688 shares, up 36% from the 61,369,996 shares
of common stock outstanding as of June 30, 2008.  This excludes:

    -- 2,906,167 shares of common stock issuable upon the
       exercise of outstanding stock options; and

    -- 4,481,250 shares of common stock issuable upon the
       exercise of outstanding warrants.

        Standard & Poor's Solutia Ratings Remain Unchanged

Standard and Poor's Ratings Services announced that it will not
change Solutia's B+/Stable/-- ratings as a result of the
company's public offering announcement.

According to S&P, it will review Solutia's ratings once its Nylon
business results in a sell-off.

"If that happens we will weigh the loss in earnings and cash flow
as a result of a potential sale against a potential decline in
debt.  In addition, we will also consider management's commitment
to maintaining or improving credit quality," S&P said.

S&P, a division of McGraw-Hill, publishes financial research and
analysis on stocks and bonds.  According to Wikipedia, S&P is
among the top three companies in that business, along with
Moody's and Fitch Ratings.

Wikipedia said that S&P is "well-known for its US-based S&P 500,
the Australian S&P/ASX 200 stock market index, the Canadian
S&P/TSX, the Italian S&P/MIB and India's S&P CNX Nifty."

                        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's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SOLUTIA INC: Hearing on DuPont Settlement Deal Set for Sept. 11
---------------------------------------------------------------
Judge Prudence C. Beatty of the U.S. Bankruptcy for the Southern
District of New York will convene a hearing September 11, 2008, to
consider approval of a settlement between E.I. DuPont de Nemours
and Company, Inc., and Solutia.

DuPont had asked the Court to compel the Debtors to pay a
$1,394,718 administrative claim, pursuant a contract dated January
1, 2002 and related agreements, under which DuPont sold products
on an exclusive basis to Solutia.  The parties' contract contained
provisions that if Solutia received an offer for the same products
from a third party at a lower price, Solutia could demand that
DuPont either match the price of the new offer or release Solutia
from further obligations to purchase products.  By letter
agreement dated March 31, 2006, Solutia and DuPont agreed to the
terms under which a third party auditor would make the
determination of whether Solutia properly invoked the "Meet or
Release" provision.  In August 2007, BDO Seidman, LLP, the third-
party auditor, reported that Solutia did not meet the terms of the
meet or release clause, resulting to DuPont's filings of
$1,394,718 for payment of goods at prices provided for in their
original contract.

Solutia disputed the claim and argued that BDO's report was not
final and binding, and was still subject to Court review.

Representing DuPont, Alan L. Hill, Esq., at Phillips Lytle, LLP,
in New York, told Judge Beatty at a July 2008 hearing that DuPont
and Solutia, Inc., have reached an agreement.

Mr. Hill said, and Solutia's counsel confirmed, at the hearing
that the parties are in the process of executing certain
documents setting forth an informal discovery process with BDO.  
"By this process, BDO is going to provide the parties with all
the documents that were provided to it in contemplation of the
arbitration, and it's going to provide a representative to
discuss the rationale behind the arbitration decision with the
two parties," Mr. Hill added.  

Those documents are subject to certain confidentiality provisions
that have been agreed between DuPont and Solutia and BDO.  

The process was said to have been completed by the week of August
18th to 22nd.

                        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's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SOLUTIA INC: Resolving Last Few Bankruptcy Claims, Counsel Says
---------------------------------------------------------------
On behalf of Solutia, Inc., Michael A. Cohen, Esq., at Kirkland &
Ellis LLP, told Judge Prudence C. Beatty of the U.S. Bankruptcy
Court for the Southern District of New York at a July 2008 hearing
that Solutia is working towards getting the "last few claims
resolved" in order to seek a final decree closing its Chapter 11
cases.

Mr. Cohen told the Court that aside from their agreement with
E.I. DuPont de Nemours and Company, the Debtors have reached a
settlement agreement with the Dickerson claim, and will present
the settlement to Judge Beatty upon the district court's approval
of the settlement.

"And we do have a few claims that are left out there, but we are
working to get those resolved in as efficient a manner as
possible with regard to the estate, and we're working with our
claim's monitor in that regard," Mr. Cohen stated.  "And it
really is a very small number of claims, especially for a case of
Solutia's size."

Judge Beatty said that she'd be extremely gratified if the entire
case could be closed by December 31, 2008, about 13 months since
the confirmation of Solutia's Reorganization Plan on
November 29, 2008.  Judge Beatty noted that NRG Energy, Inc.,
which were represented by Kirkland & Ellis, and Mr. Cohen in
their bankruptcy cases, was able to quickly close its Chapter 11
cases.  Mr. Cohen agreed to a Dec. 31 target for closing of
Solutia's Chapter 11 case.

Judge Beatty noted that Solutia won't continue paying fees to the
U.S. Trustee once it closes its Chapter 11 cases.

In a discussion with Mr. Cohen about how Solutia is doing post-
emergence, Judge Beatty said at the hearing that she'd expect
Solutia to continue to do well, notwithstanding the difficult
economic times in the United States., noting that some of its
products are not U.S. dependent, and the company could increase
prices because its products are not easily produced by other
firms.

                        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's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


STANDARD PACIFIC: Stockholders Favor Conversion of $381MM Stock
---------------------------------------------------------------
Standard Pacific Corp. announced that, at the company's special
meeting of stockholders held August 18, 2008, stockholders
overwhelmingly voted in favor of each of the three proposals on
the meeting agenda.

Approval of the first proposal resulted in the conversion of
$381 million in company Senior Preferred Stock previously issued
to an affiliate of MatlinPatterson Global Advisers LLC into an
equivalent amount of the company's Series B Junior Participating
Convertible Preferred Stock.

In addition, a warrant held by MatlinPatterson, originally
exercisable for shares of Senior Preferred Stock, became
exercisable for the company's Series B Junior Participating
Convertible Preferred Stock.  The Series B Junior Participating
Convertible Preferred Stock is economically equivalent to the
company's common stock, but contains a voting limitation.

Under this proposal, the stockholders also approved the issuance
of shares of the company's common stock upon conversion of the
company's Series B Junior Participating Convertible Preferred
Stock.  Over 95% of the shares cast on proposal 1 were cast in
favor.

Approval of the second proposal resulted in the adoption of the
company's Amended and Restated Certificate of Incorporation,
which, among other things, increased the total number of shares of
capital stock that the company is authorized to issue from
210,000,000 shares to 610,000,000 shares, declassified the
company's Board of Directors, and removed certain supermajority
voting requirements.  Over 95% of the shares cast on proposal 2
were cast in favor.

Approval of the third proposal resulted in the adoption of an
amendment to the Standard Pacific Corp. 2008 Equity Incentive Plan
which increased the number of shares available for issuance under
the plan by 19,023,543 shares.  Over 93% of the shares cast on
proposal 3 were cast in favor.

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE: SPF) -- http://www.standardpacifichomes.com/-- operates
in many of the largest housing markets in the country with
operations in major metropolitan areas in California, Florida,
Arizona, the Carolinas, Texas, Colorado and Nevada.  The company
also provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage Inc., SPH Home Mortgage and SPH Title.  

                  Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.


SYNTAX-BRILLIAN: Court Approves Appointment of Chapter 11 Examiner
------------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware directed the appointment of a Chapter
11 examiner in the bankruptcy cases of Syntax-Brillian Corporation
and its debtor-affiliates.

The Chapter 11 examiner will appear before the Court on Sept. 3,
2008, at 10:00 a.m., to discuss:

   -- the scope of the examination to be performed;

   -- the amount of time needed to perform the examination and
      issue a report;

   -- a budget for the examination; and

   -- professional whose assistance the examiner anticipates will
      be required in the performance of the examination.

As reported in the Troubled Company Reporter on Aug. 1, 2008, the
Chapter 11 examiner will investigate:

   -- the facts and circumstances surrounding the sudden decline
      in the Debtors' assets;

   -- the bona fides and necessity of the proposed sale of the
      substantially all of the Debtors' assets to TCV;

   -- the relationships among and between the Debtors, TCV Group,
      Kolin, DigiMedia Technology Co., Ltd., including former and
      present principals, officers and directors; and

   -- the ability and inclination of the Debtor's current
      management to probe and pursue potential claims and causes
      of action against the Debtors' former officers including
      directors who selected the Debtor's current chief executive
      officer and chief financial officer.

The Debtors have argued that appointing an examiner, at this
stage, is unnecessary because they -- together with the Securities
and Exchange Commission -- are presently conducting an
investigation what caused the unexpected decline in the value of
their assets and would only duplicate their efforts.

The U.S. Trustee argued that the appointment is appropriate on
grounds that the Debtors' fixed, liquidated, unsecured debts,
services, and taxes have exceeded $5 million.  The appointment of
a Chapter 11 examiner is in the best interest of creditors, equity
holders and other interest of the Debtors' estates, the U.S.
trustee contended.

                       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.


TRANSMERIDIAN EXPLORATION: Exchange Offer Deadline Moved to Sept.
-----------------------------------------------------------------
Transmeridian Exploration Incorporated and its wholly owned
subsidiary Transmeridian Exploration Inc. have extended the
consent payment deadline and expiration time with respect to their
exchange offer and concurrent solicitation of consents to amend
the indenture governing TMEI's 12% Senior Secured Notes due 2010
and related security documents.

The consent payment deadline, which was 5:00 p.m., New York City
time, on August 15, 2008, was extended to 5:00 p.m., New York City
time, on August 22, 2008.  The expiration time for the exchange
offer, which was 12:00 midnight, New York City time, on August 21,
2008, will be extended to 12:00 midnight, New York City time, on
September 8, 2008, unless further extended.

All other material terms of the consent solicitation and the
related exchange offer remain unchanged.  Holders who have already
properly tendered their Existing Notes and delivered their
consents do not need to retender or deliver new consents.  
Consents may only be revoked in the manner described in the
Offering Memorandum and Consent Solicitation Statement, dated
July 23, 2008.

Transmeridian and TMEI also announced that as of 5:00 p.m. EDT,
August 15, 2008, holders of an aggregate $34,917,000 principal
amount of the Existing Notes have tendered their Existing Notes
and delivered their consents to the proposed amendments to the
indenture governing the Existing Notes.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/ -- is an independent energy company   
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed $402.2 million in total assets,
$341.2 million in total liabilities, and $92.5 million in
redeemable convertible preferred stock, resulting in a
$31.5 million total stockholders' deficit.

                        Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
$56.2 million and a stockholders' deficit of approximately
$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


UAL CORP: Wants Prelim Injunction Declared Against ALPA, et al.
---------------------------------------------------------------
United Air Lines, Inc., asked Judge Eugene R. Wedoff of the U.S.
District Court for the Northern District of Illinois to issue
declaratory judgment and preliminary injunction -- for an alleged
violation of Section 2 of the First Railway Labor Act -- against:

   * the United Airlines Master Executive Council of the Air Line
     Pilots Association, International;

   * Steven M. Tamkin;

   * Robert J. Domaleski Jr.;

   * Xavier F. Fernandez; and

   * Anthony R. Freeman.

Section 2 of the RLA obligates carriers, unions and employees "to
exert every reasonable effort to make and maintain [collective
bargaining] agreements . . . and resolve all disputes . . . in
order to avoid any interruption to commerce or to the operation
of any carrier."

ALPA, as representative of the pilots at United, entered into a
collective bargaining agreement with United during the company's
bankruptcy, which became effective on August 24, 2005.  The
parties agreed that the duration of the United-ALPA CBA would
extend until December 31, 2009.   Neither party is to submit
intended changes to the CBA, until 270 days prior to December 31,
2009.  

ALPA's Master Executive Council is a representative body that
makes all decisions for ALPA on matters affecting United pilots.  
Mr. Tamkin is the chairman, and Messrs. Domaleski and Fernandez,
are the members of the MEC's Industrial Relations Committee.  
According to a MEC policy manual, the IRC's duties include the
formulation and implementation of labor actions which will
accomplish the goals of the United pilots and the directives of
the UAL-MEC.

Gary S. Kaplan, Esq., at O'Melveny & Myers LLP, in Washington,
D.C., contended that similar to what ALPA is doing, Mr. Freeman  
-- a United pilot first officer, who administers a Web site,
http://www.ual2172.com/to communicate with other pilots --is  
engaged in activities directed at harming United in violation of
the Railway Labor Act.

According to Mr. Kaplan, ALPA has been engaged in a campaign for
more than a year in which it has encouraged its members to adhere
strictly to the CBA, and to refuse voluntary flight assignments
allowed under the current contract, for the explicit purpose of
exerting economic pressure on United to open the CBA for
renegotiation.  

ALPA's campaign has forced United to cancel 329 flights from July
19 to 27, 2008, Mr. Kaplan informs Judge Wedoff.  

The campaign has (i) cost United millions of dollars in lost
profit, (ii) damaged its reputation and customer good will, (iii)
disrupted the travel plans of 36,000 customers, and (iv)
adversely impacted United's other employees, Mr. Kaplan pointed
out.

Every MEC Update issued by ALPA on its Web site,
http://crewroom.alpa.org/ualunity/is prefaced with ALPA's demand  
to re-open the contract, Mr. Kaplan notes.  

ALPA has issued recent communications to the pilots both
explicitly and implicitly encouraging the sick-out, showing that
even if ALPA did not directly plan the sick-out, ALPA ratified
it, Mr. Kaplan said.  

                     United Seeks Injunction

United asserted that an injunction is the appropriate remedy to
compel the performance of its pilots' legal duty.  Without a
preliminary injunction, Mr. Kaplan contended, United will suffer
immediate and irreparable damage in the form of increased costs
for measures designed to avoid flight delays and cancellations,
loss of revenue, and damage to its business reputation.  However,  
the Defendants will suffer, if any, minimal injury, from an
injunction against unlawful job actions and the injury will be
adequately indemnified by bond.

Specifically, United asked the Court to order the Defendants to:

   * instruct the ALPA-represented pilots at United to resume
     their normal working schedule and practices, and provide
     United a copy of the instructions;

   * notify all ALPA-represented pilots at United, of the
     issuance, contents and meaning of the preliminary
     injunction, and produce a copy of all messages to United;
     and

   * attach in the notice a directive from ALPA to those
     pilots who are engaging in the Slowdown Campaign to conduct
     pilot operations in the normal manner to cease and desist
     all the activity and exhortations or communications
     encouraging upon pain of fine, suspension, or other sanction
     by ALPA.  

Moreover, United asks the Court to prohibit the Defendants from
including in the Notices any statements that pilots should
continue to engage in the unlawful job actions, including:

   (a) any assertion that the Preliminary Injunction does
       not prohibit individual pilots from making voluntary
       decisions to engage in the actions; and

   (b) any explanation of circumstances in which it would be
       appropriate for pilots to decline to waive a   
       contractual requirement that the pilot may waive or
       decline a request to undertake a voluntary flight
       assignment, refuse a flight assignment or refuse to fly an
       aircraft that meets legal requirements for flight.

United asked the Court to compel the attendance of the Defendants
immediately after the issuance of a preliminary injunction order.  
Moreover, United asks the Court to issue an injunction on the
condition that a bond, in an amount to be determined by the
Court, be filed by United.  The Defendants will recover from
United under the Bond all costs and damages, if any, suffered by
them, in the event that United does not succeed in the Complaint.

United has sought discovery from the Defendants, on an expedited
basis.  Accordingly, the parties stipulated that the Defendants
will respond to United's discovery requests and appear for
deposition on August 15, 2008.

           United and ALPA Reach Standstill Agreement

At District Judge Joan H. Lefkow's directive, United and ALPA
agreed to a temporary pact in order to prevent further flight
disruptions, Bloomberg News reports.  

In a telephone interview with Bloomberg, Megan McCarthy, United
spokesperson said, "We have an agreement."  However, both camps
would neither disclose the details, Reuters notes.  The report
has quoted James Linsey, Esq., ALPA's counsel, telling the Court
that ALPA was trying to "tamp down" pilot unrest.  United
disputed Mr. Linsey's statement, according to Reuters.

        Flight Attendants Condemn UAL for Filing Complaint

Greg Davidowitch, Association of Flight Attendants-CWA (AFA-CWA)
United Airlines Master Executive Council president, issued a
statement after United management filed a law suit against
individual pilots and their union, the Air Line Pilots
Association

"[]United management launched a very serious attack on employees
by issuing an inaccurate and misleading media statement concerning
the pilots at United Airlines.

"This latest union-busting tactic is condemned for what it is: a
corrupt attempt to distract workers and travelers of United
Airlines from the failures of current executives.  Their actions
add nothing to the debate over the future of our airline, but
instead serve to further inflame an already poisonous labor
relations atmosphere.

"The notion that any frontline employee of United Airlines is
responsible for the failures of United executives is laughable.  
Not content to destroy labor relations, and to
destroy the passenger experience, the geniuses that run this
airline have also destroyed shareholder value in the past year.  
With all the major metrics of corporate performance at an all-
time low, current management has lost its reason to continue in
charge of the airline.

"An attack on one employee is an attack on all of us.  We stand in
solidarity with the Air Line Pilots Association and condemn United
management for this new low in labor relations."

More than 55,000 Flight Attendants, including the 17,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO --
http://www.unitedafa.org/  

                          *     *     *

At the recommendation of Judge Lefkow, Chief Judge James F.
Holderman of the Executive Committee of the United States
District Court for the Northern District of Illinois, referred
United's Complaint to Magistrate Judge Morton Denlow for
discovery supervision.

However, in a joint status report filed to the Court on
Aug. 12, 2008, United and the Defendants stated that they do
not consent to trial before a magistrate judge.  Moreover, the
Defendants reserve the right to file one or more counterclaims
while United reiterates that it is not seeking damages.  The
parties have not engaged in any settlement negotiations.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: High Fuel Prices Prompt Closure of Airport Lounges
------------------------------------------------------------
United Airlines Inc. intends to shut down its airport lounges as
skyrocketing fuel costs continue to plague the airline industry,
Jane L. Levere of the New York Times report.  

United plans to enforce the closing of lounges in Hartsfield-
Jackson Atlanta International Airport, the Baltimore airport,
Dallas Fort Worth International Airport, and Minneapolis St. Paul
International Airport, by October 10, Ms. Levere discloses.  

United has already closed lounges at airports in Cleveland,
Sydney, and London's Heathrow for the last two years, according
to Ms. Levere.  Nevertheless, United members can avail of lounges
run by its alliance, the Star Alliance, Ms. Levere notes.

According to the report, airlines have to pay for rent, salaries
and other expenses for the maintenance of the lounges, which may
yield little income.  As carriers are incrementally cutting
capacity costs, the lounge shutdowns is just one of the drastic
measures to keep up with high production expenses, Ms. Levere  
relates.  The combined lounge closings are expected to affect
lounge members who pay as much as $400 as membership fees per
annum, Ms. Levere says.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNIVERSAL ENERGY: June 30 Balance Sheet Upside-Down by $4,482,090
-----------------------------------------------------------------
Universal Energy Corp.'s consolidated balance sheet at June 30,
2008, showed $4,827,824 in total assets and $9,309,914 in total
liabilities, resulting in a $4,482,090 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $607,646 in total current assets
available to pay $9,162,255 in total current liabilities.

The company reported net income of $2,938,337 for the second
quarter ended June 30, 2008, compared with a net loss of
$2,031,225 for the same period of 2007.

Revenue for the three months ended June 30, 2008, increased
$328,476 to $328,476 from $0 for the same period in 2007.  The
increase was attributable to successful drilling and completion
efforts at the company's Amberjack and Lake Campo prospects that
began production in December 2007 and January 2008, respectively.

Other income (expense) for the period ended June 30, 2008,
increased $3,568,584 to $3,544,608 from other expense of $23,976
for the same period in 2007.  The increase was attributable to
change in fair value of embedded derivatives in the company's
convertible debentures and warrants.

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?314b

                       Going Concern Doubt

Cross, Fernandez & Riley, LLP, in Orlando, Fla., expressed
substantial doubt about Universal Energy Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's net losses and
negative cash flows from operations since inception.

The company has no proven reserves as of June 30, 2008, and has
only recently begun generation of revenues from operations of its  
oil and gas activities.  From inception to June 30, 2008, the
company has accumulated losses of $11,885,273 and expects to incur
further losses in the development of its business.

                      About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.


US ENERGY: Files Joint Chapter 11 Reorganization Plan
-----------------------------------------------------
U.S. Energy Systems Inc. filed with the U.S. Bankruptcy Court for
the Southern District of New York a Chapter 11 joint
reorganization plan with its subsidiary, U.S. Energy Overseas
Investments, published reports say.

As reported in the Troubled Company Reporter on July 24, 2008, the
Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended the exclusive periods of U.S. Energy
System and its debtor-affiliates to file a Chapter 11 plan until
Aug. 22 and solicit acceptances of that plan until Oct. 21.

BankruptcyData.com relates that a separate plan of reorganization
was also filed with the Court for GBGH, LLC, also a U.S. Energy
subsidiary.  According to the report, no related Disclosure
Statements were filed with the Court.

                       About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D.N.Y. Case No. 08-10054).  There are 34 affiliates who filed
for separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


VERMEER FUNDING: Fitch Ratings Junks $15.7 Million Class C Notes
----------------------------------------------------------------
Fitch Ratings affirmed one class and downgraded three classes of
notes issued by Vermeer Funding I, Ltd./Inc.  Fitch has also
removed classes A-2, B and C from Rating Watch Negative.  These
rating actions are effective immediately:

  -- $67,648,721 class A-1 affirmed at 'AAA';
  -- $38,500,000 class A-2 downgraded to 'A' from 'AA';
  -- $37,625,000 class B downgraded to 'BB' from 'BBB+';
  -- $15,709,320 class C downgraded to 'CCC' from 'B'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically subprime residential mortgage-backed
securities.

Vermeer Funding is a cash flow structured finance collateralized
debt obligation that closed on April 13, 2004, and is managed by
Rabobank International.  The now static portfolio is composed of
67.1% RMBS, 10.4% CDOs, 11.5% asset-backed securities, 8.1%
corporates, and 3% commercial mortgage-backed securities.
Presently 8% of the portfolio is comprised of 2006 and 2007
vintage U.S. RMBS.

Since November 2007, approximately 35.1% of the portfolio has been
downgraded with 8.2% of the portfolio currently on Rating Watch
Negative.  Further, 28.6% of the portfolio is now rated below
investment grade, with 12.9% of the portfolio rated 'CCC+' and
below.  Fitch notes that, overall, 9.4% 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 in November 2007 has resulted in the Weighted
Average Rating Factor to decline to 'BB+/BB' from 'BBB/BBB-',
breaching its covenant of 'BBB/BBB-' as of the July 31, 2008,
trustee report.

The collateral quality decline has caused the class C
overcollateralization test to fail.  As of the trustee report
dated July 31, 2008, the class C OC ratio was 99.4% compared to
the 101% trigger level.  As a result of the failed class C OC
test, principal proceeds are diverted from the preference shares
to pay the class A-1, A-2, B, and C notes sequentially until the
test is cured.

The class A-1 notes are affirmed due to the significant delevering
of the class.  Since last review 29.3% of the principal balance
has paid down, and since closing 72.4% has paid down.  Also, the
class A/B OC ratio is currently 110.3%, passing its 104% trigger
level.

The ratings on the class A-1, A-2, and B notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents.  The
rating on the class C notes address the ultimate receipt of
interest payments and ultimate receipt of principal as per the
transaction's governing documents.  The ratings are based upon the
capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


WELEND ASSOCIATED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Welend Associated Group, LLC
        P.O. Box 1313
        Broomfield, CO 80038

Bankruptcy Case No.: 08-22907

Chapter 11 Petition Date: August 25, 2008

Court: District of Colorado (Denver)

Debtor's Counsel: Harvey Sender, Esq.
                  1660 Lincoln Street
                  Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  Email: Sendertrustee@sendwass.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Ross B. Perkal                                         $183,942
708 marquette NW
Albuquerque, NM 87102

Martin, Leigh, Laws & Frizlen                           $82,261
900 Peck's Plaza
1044 Main Stree
Kansas City, MO 64105

Fidelity National Title Inc. Co.                        $42,292
2390 East Camelback Road, Suite 140
Phoenix, AZ 85016

Shapiro & Kreisman                                      $40,652

Security National                                       $29,544

Eric H. Lindquist, P.C.                                 $18,499

Brown, Berardini & Dunning, P.C.                        $15,922

Summerlin N. Community Association                      $13,591

Perry & Shapiro, LLP                                    $10,204

Broker Price Opinion                                     $3,928

CA-Aztec Foreclosure Corp.                               $2,497

Codilis & Stawrarski, P.C.                               $2,226

Robert A. Kummin, P.C.                                   $2,159

Allen & Vellone, P.C.                                    $2,052

Cooper Cirstiansen, Esq.                                 $2,030

Dan E. Mille, P.C.                                       $1,735

City of Tucson                                           $1,352

FAHTCO                                                     $900

Metropolitan St Louis Sewer                                $842

Saguaro Canyon HOA                                         $767


WENTWORTH ENERGY: Earns $5,574,208 in 2008 Second Quarter
---------------------------------------------------------
Wentworth Energy Inc. reported net income of $5,574,208 on total
revenue of $142,139 for the second quarter ended June 30, 2008,
compared with net income $34,302,091 on total revenue of $416,643
in the same period last year.

The decline in production revenue was primarily due to the shut-in
of the two main producing wells namely Bracken #1 and Redlake #1R
during December of 2007.  Consequently, revenue for the three
months ending June 30, 2008, was mainly derived from royalties of
$68,000 and production from Shiloh #1 and #3 of $74,000.
Resumption of gas production from Bracken #1 and Redlake 1R is
unlikely in the near term until the company has sufficient
resources to convert one of the non-producing wells into a water
disposal well.

Operating costs totaled $1,091,700 for the three months ended
June 30, 2008, compared to $6,222,586 for the three months ended
June 30, 2007.  The decrease in expenses was primarily due to the
decrease in general and administrative expenses.  

Finance and interest costs were $3,433,372 in the three months
ended June 30, 2008, which was an increase of $1,511,883 from the
three months ended June 30, 2007.  Finance and interest costs
relate primarily to interest accrued on the senior secured
convertible notes and the convertible debentures and amortization
of the debt discount related to the senior secured convertible
notes.

The company had $6,523,769 of other income for the three months
ended June 30, 2008, versus $40,108,034 in other income for the
three months ended June 30, 2007.  The largest component of other
income for the second quarter of 2008 was a $9,930,708 non-cash
gain from derivative transactions related to the change in the
fair value of the derivative contract liability, as compared to a
$42,017,169 non-cash gain during the second quarter of 2007.  The
derivative contract liabilities relate to the fair value of the
beneficial conversion feature of the company's convertible
debentures and senior secured convertible notes issued in 2006 and
the fair value of the related warrants.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$38,458,292 in total assets, $30,664,378 in total liabilities, and
$7,793,914 in stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $829,594 in total current assets
available to pay $8,204,271 in total current liabilities.

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?314f

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going  
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.

                      About Wentworth Energy

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent   
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.   


WERNER LADDER: Court Extends Deadline to Remove Actions to Oct. 30
------------------------------------------------------------------
At the request of Charles A. Stanziale, Jr., the Liquidating
Trustee in the Chapter 11 cases of Old Ladder Co. (DE), Inc.,
formerly known as Werner Holding Co. (DE), Inc., the U.S.
Bankruptcy Court for the District of Delaware further extended
until Oct. 30, 2008, the period within which the Trustee may file
notices of removal of proceedings that are pending in multiple
state courts as of the Petition Date.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, told the Court that since the Second
Amended Plan of Liquidation became effective, the Liquidating
Trustee and his professionals have continued to focus their
efforts to more immediate concerns in the Debtors' cases,
including attending to various requests and asserted claims.

Therefore, the Liquidating Trustee has not yet determined whether
he should seek removal of any proceedings under Rule 9027(a) of   
the Federal Rules of Bankruptcy Procedure.  Ms. Counihan said
that the Liquidating Trustee anticipates making a determination
about the removal of any proceedings in the next several months.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--              
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On Sept.
10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  New Werner
Holding Co. (DE), LLC, a newly formed corporation, purchased
substantially all the Debtors' assets in 2007.  New Werner is a
separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


WERNER LADDER: Complaint Improperly Filed in N.Y., says Investcorp
------------------------------------------------------------------
Investcorp Bank, B.S.C., and other defendants named in a
$1,000,000,000 damage lawsuit pending before the U.S. District
Court for the Southern District of New York argue that Old Ladder
Litigation Co., LLC, as Litigation Designee on behalf of the
bankruptcy estates of Werner Holding Co. (DE) Inc., has never
fully justified its reason for filing the lawsuit in the New York
instead of filing it in the U.S. Bankruptcy Court for the
District of Delaware.

Old Ladder Litigation Co., LLC, is the Liquidation Trust's
litigation designee appointed to investigate and prosecute causes
of action against third parties, including those held by Werner
Holding Co. (DE) Inc. aka Werner Ladder Co. and its debtor-
affilates against former shareholders, officers, directors,
managers and professionals, pursuant to the Second Amenmed Plan of
Liquidation, as confirmed on Oct. 25, 2007,

As reported in the Troubled Company Reporter on June 16, 2008,
Investcorp Bank, B.S.C., and the other defendants named in the
$1,000,000,000 damage lawsuit commenced by Old Ladder Litigation
Co. sought the transfer of the litigation to the U.S. Bankruptcy
Court for the District of Delaware where the Werner Ladder
bankruptcy cases have been pending for two years.

As reported in the TCR on July 23, 2008, Old Ladder Litigation Co.
asked the Southern District of New York to overrule Investcorp
Bank, B.S.C. and the other defendants' requests to transfer the
litigation's venue to the Delaware Bankruptcy Court and to dismiss
the case.

The Litigation Designee has argued that filing the Complaint in
New York is justified because of three financial transactions,
which substantially took place in New York:

   (1) $330,000,000 paid out to shareholders in 1997;
   (2) $150,000,000 paid out to shareholders in 2003; and
   (3) a 2005 refinance of Old Werner's debt.

The Litigation Designee has also asserted that legal and
financial advisors based in New York were involved in the
financial transactions.  

Investcorp's counsel, William P. Frank, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in New York, argues that the Complaint
was improperly filed in the New York Court because the Delaware
Court presided over the Debtors' bankruptcy cases for more than
four years.  Moreover, the Delaware Court is where the Litigation
Designee chose to file more than 100 actions based on the
Debtors' alleged insolvency and is where he conducted massive
discovery on the claims asserted against the Defendants.  
Therefore, even the Litigation Designee cannot deny that the
Delaware Court knows more about the Debtors' history and
financial affairs than any other court, Mr. Frank points out.

Mr. Frank also asserts that more than half of the Complaint has
virtually nothing to do with the financial transactions alleged
by the Litigation Designee.  Instead, he notes, the Complaint
focuses on an incredible fraudulent scheme by the Debtors'
directors, management and shareholders to hide for more than 10
years the company's alleged insolvency to line the pockets of the
equity holders at the expense of creditors.  However, the alleged
fraudulent scheme is based entirely on the conduct of the
Debtors' legal business operations that occurred in locations in
Delaware and Pennsylvania, not in New York, notes Mr. Frank.

The Litigation Designee has asserted that the shareholder
defendants "specifically waived the right to challenge a New York
venue for the 2003 transaction because the recapitalization
agreement specified a New York venue for litigation solely in
respect of the interpretation and enforcement of the provisions
of the agreement and the transactions contemplated."  Mr. Frank
avers that the argument about the shareholder defendants waiving
the right to challenge a New York venue cannot apply to the
Complaint because the Litigation Designee asserted tort claims to
avoid the 2003 recapitalization; he did not contract claims to
enforce or interpret the recapitalization agreement.

The Complaint also asserted certain claims against Investcorp and
other defendants, which could be dismissed under the settlement
payment defense because many courts are divided in interpreting
that defense under Section 546(e) of the Bankruptcy Code, Mr.
Frank argues.

Mr. Frank believes that the Litigation Designee filed the
Complaint in New York because the New York Court holds that
Section 546(e) applies to both publicly and privately traded
securities, a ruling that is not practiced by the courts in
Delaware or Pennsylvania, where the Debtors are incorporated and
headquartered.  

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--              
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  
On Sept. 10, 2007, the Committee filed an Amended Plan and
Disclosure Statement.  On Sept. 13, 2007, the Committee filed its
2nd Amended Plan and on September 14, the Court approved the
adequacy of the Amended Disclosure Statement explaining the 2nd
Amended Plan.  The Court confirmed the 2nd Amended Plan on October
25.  New Werner Holding Co. (DE), LLC, a newly formed corporation,
purchased substantially all the Debtors' assets in 2007.  New
Werner is a separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


ZIM CORP: Net Loss Narrows to $35,411 in Quarter Ended June 30
--------------------------------------------------------------
ZIM Corporation reported net loss of $35,411 for the quarter ended
June 30, 2008, compared to net loss of $97,397 for the same period
last year.  The decrease in net loss is a reflection of the
company's reduction in selling and general administrative
expenses, increased gross margins and an increase in revenue from
maintenance and consulting services related to our database
products.     

Revenue for the quarter ended June 30, 2008 was $439,330, a
decrease from $538,027 for the same period last year.  ZIM's
decrease in revenue is attributable to the decline in revenue from
its Mobile segment.

ZIM had cash of $401,525 at June 30, 2008, as compared to cash of
$299,943 as at March 31, 2008, with no other outstanding debt.
    
"We are continuing to benefit from our operational improvements
and expense reductions" Dr. Michael Cowpland, president and CEO of
ZIM, said.  "Our current cost structure continues to improve and
supports our continuing efforts in pursuing opportunities related
to our ZIM Integrated Development Environment software, Internet
TV and Mobile Content and Applications platforms".

At June 30, 2008, the company's balance sheet showed total assets
of 1,106,527, total liabilities of $528,118 and shareholders'
equity of $578,409.  

                          About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTC BB: ZIMCF) --
http://www.zim.biz/-- is a mobile content, Enterprise Database   
Software and Internet TV service provider.  Through its global
infrastructure, ZIM provides publishing and licensing services for
market-leading mobile content and for Internet TV broadcasting.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2008,
Raymond Chabot Grant Thornton LLP raised substantial doubt on the
ability of ZIM Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2008.  

The auditor disclosed that the company has an accumulated deficit
of $21,455,824 and generated negative cash flows from operations
of $315,458 during the year ended March 31, 2008. The company also
has generated negative cash flows from operations during four of
the previous five years.


* S&P Downgrades 14 Ratings on Six 2004/2005 U.S. RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes from six 2004 and 2005 vintage U.S. residential mortgage-
backed securities (RMBS) transactions backed by seasoned loans.
"Concurrently, we removed two of the lowered ratings from
CreditWatch with negative implications. In addition, we affirmed
our ratings on 53 classes from seven transactions, including the
six series mentioned previously," S&P says.

"We lowered our ratings on four classes to 'D' because the classes
suffered principal write-downs due to the depletion of credit
support provided by subordination, and thus we do not expect them
to receive their full principal balances.

"The remaining downgrades reflect our opinion that projected
credit support for the affected classes is insufficient to
maintain the previous ratings, given our current loss projections.
The affirmations reflect actual and projected credit enhancement
percentages that are sufficient to support the current ratings.
The transactions included in this review have cumulative losses
ranging from 0.17% to 8.54% of the original pool balances. Severe
delinquencies (90-plus days, foreclosures, and REOs) for these
transactions range between 0.79% and 9.04% of the current pool
balances."

Subordination provides credit support for the affected
transactions. For GSAMP Trust 2004-SEA1, in addition to
subordination, excess interest and overcollateralization provide
credit support. The underlying collateral for these deals
originally consisted of seasoned fixed- and adjustable-rate U.S.
prime jumbo mortgage loans secured primarily by first liens on
one- to four-family residential properties.  

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

RATINGS LOWERED

GSAMP Trust

                                                  Rating
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2004-SEA1           B-1        36228FL87     BB+            BBB+
2004-SEA1           B-2        36228FL95     BB             BBB
2004-SEA1           B-3        36228FM29     BB-            BBB-

Merrill Lynch Mortgage Investors Trust

                                                  Rating
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2004-SL1            B-3        59020UEQ4     D              CCC

RAMP Trust

                                                  Rating
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2004-SL2            B-2        7609856V8     D              CCC
2004-SL3            M-2        76112BCA6     B              A
2004-SL3            M-3        76112BCB4     CCC            BBB
2004-SL4            M-2        76112BGV6     BBB            A
2004-SL4            M-3        76112BGW4     CCC            BBB
2004-SL4            B-1        76112BGX2     CC             BB
2004-SL4            B-2        76112BGY0     D              B
2005-SL2            B-2        76112BVJ6     CCC            B

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

RAMP Trust

                                                  Rating
Transaction         Class      CUSIP         To             From
-----------         -----      -----         --             ----
2004-SL2            B-1        7609856U0     CCC          
BB+/Watch Neg
2004-SL3            B-1        76112BDL1     D            B/Watch
Neg

RATINGS AFFIRMED

GSAMP Trust

Transaction         Class      CUSIP         Rating
-----------         -----      -----         ------
2004-SEA1           A-1B       36228FL53     AAA
2004-SEA1           A-2        36228FP26     AAA
2004-SEA1           M-1        36228FL61     AA
2004-SEA1           M-2        36228FL79     A

Merrill Lynch Mortgage Investors Trust

Transaction         Class      CUSIP         Rating
-----------         -----      -----         ------
2004-SL1            S          59020UEK7     AAA
2004-SL1            B-2        59020UEP6     BBB-

RAMP Trust
Transaction         Class      CUSIP         Rating
-----------         -----      -----         ------
2004-SL2            A-I        7609856A4     AAA
2004-SL2            A-II       7609856B2     AAA
2004-SL2            A-III      7609856C0     AAA
2004-SL2            A-IV       7609856D8     AAA
2004-SL2            A-I-IO     7609856E6     AAA
2004-SL2            A-I-PO     7609856F3     AAA
2004-SL2            A-IO       7609856G1     AAA
2004-SL2            A-PO       7609856H9     AAA
2004-SL2            M-1        7609856L0     AA+
2004-SL2            M-2        7609856M8     AA
2004-SL2            M-3        7609856N6     A+
2004-SL3            A-I        76112BBP4     AAA
2004-SL3            A-II       76112BBQ2     AAA
2004-SL3            A-III      76112BBR0     AAA
2004-SL3            A-IV       76112BBS8     AAA
2004-SL3            A-I-IO     76112BBT6     AAA
2004-SL3            A-I-PO     76112BBU3     AAA
2004-SL3            A-IO       76112BBV1     AAA
2004-SL3            A-PO       76112BBW9     AAA
2004-SL3            M-1        76112BBZ2     AA+
2004-SL4            A-I        76112BGK0     AAA
2004-SL4            A-II       76112BGL8     AAA
2004-SL4            A-III      76112BGM6     AAA
2004-SL4            A-IV       76112BGN4     AAA
2004-SL4            A-V        76112BGP9     AAA
2004-SL4            A-IO       76112BGQ7     AAA
2004-SL4            M-1        76112BGU8     AA
2005-SL1            A-I        76112BML1     AAA
2005-SL1            A-II       76112BMM9     AAA
2005-SL1            A-III      76112BMN7     AAA
2005-SL1            A-IV       76112BMP2     AAA
2005-SL1            A-V        76112BMQ0     AAA
2005-SL1            A-VI       76112BMR8     AAA
2005-SL1            A-VII      76112BMS6     AAA
2005-SL1            A-IO       76112BMT4     AAA
2005-SL1            A-PO       76112BMU1     AAA
2005-SL2            A-I        76112BUV0     AAA
2005-SL2            A-II       76112BUW8     AAA
2005-SL2            A-III      76112BUX6     AAA
2005-SL2            A-IV       76112BUY4     AAA
2005-SL2            A-V        76112BUZ1     AAA
2005-SL2            A-IO       76112BVA5     AAA
2005-SL2            A-PO       76112BVB3     AAA
2005-SL2            M-1        76112BVE7     AA
2005-SL2            M-2        76112BVF4     A
2005-SL2            M-3        76112BVG2     BBB
2005-SL2            B-1        76112BVH0     BB


* S&P Cuts 69 Ratings on Ten 2006, 2007 US Alt-A RMBS Deals
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 69
classes from 10 residential mortgage-backed securities (RMBS)
transactions backed by U.S. Alternative-A (Alt-A) mortgage loan
collateral issued in 2006 and 2007. The downgraded classes have a
current balance of approximately $2.38 billion.

"We removed 25 of the lowered ratings from CreditWatch with
negative implications. In addition, we affirmed our ratings on 53
classes and removed four of the affirmed ratings from CreditWatch
negative," S&P says.

The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses as stated in "S&P
Publishes Revised Projected Losses For '06/'07 U.S. Alt-A Short-
Reset Hybrid, Neg-Am RMBS," published Aug. 20, 2008, on
RatingsDirect.  S&P arrived at its estimated projected losses for
the Alt-A RMBS deals using the analysis outlined in "Standard &
Poor's Revised Default And Loss Curves For U.S. Alt-A RMBS
Transactions," published Dec. 19, 2007, on RatingsDirect. The
revised loss assumptions used in this review also include the new
loss severity assumptions, which were outlined in "Criteria:
Standard & Poor's Revises U.S. Subprime, Prime, And Alternative-A
RMBS Loss Assumptions," published on July 30, 2008.

"As part of our analysis, we considered the characteristics of the
underlying mortgage collateral as well as macroeconomic
influences. For example, the risk profile of the underlying
mortgage pools influences our default projections, while our
outlook for housing price declines and the health of the housing
market influence our loss severity assumptions," S&P says.

"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration. In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions we assumed in our
analysis. For example, a class may have to withstand approximately
115% of our base-case loss assumptions in order to maintain a 'BB'
rating, while a different class may have to withstand
approximately 125% of our base-case loss assumptions to maintain a
'BBB' rating. A class that has an affirmed 'AAA' rating can likely
withstand approximately 150% of our base-case loss assumptions
under our analysis, subject to individual caps and qualitative
factors assumed on specific transactions.

"We also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding. Additionally, we only gave excess interest
credit for the amount of time the class would be outstanding. For
example, if we projected a class to pay down in 15 months, then we
only applied 15 months of losses to that class. Additionally, in
such a case we assumed 15 months of excess spread if the class was
structured with excess spread as credit enhancement.

"As of Aug. 1, 2008, there were 2,305 Alt-A ratings from 292 deals
on CreditWatch negative. Currently, 2,119 ratings on classes from
269 Alt-A transactions remain on CreditWatch negative. In the
coming weeks, Standard & Poor's will continue to analyze the
remaining transactions affected by our revised loss expectations.
We will analyze deals in order of performance, looking at worse-
performing deals first," S&P adds.

RATINGS LOWERED

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA1
Series      2007-OA1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        25151VAD7     BB             BB+
M-2        25151VAE5     B+             BB
M-3        25151VAF2     B              BB-
M-4        25151VAG0     B-             B
M-5        25151VAH8     B-             B
M-6        25151VAJ4     CCC            B-

GreenPoint Mortgage Funding Trust, Series 2006-AR7
Series      2006-AR7

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M1         39538CAK8     BBB+           AA+
M2         39538CAL6     BBB            AA

HarborView Mortgage Loan Trust 2007-1
Series      2007-1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
2A-1C2     41164MAP2     A              AAA
B-2        41164MAG2     BB             AA
B-3        41164MAH0     B              AA-
B-4        41164MAJ6     B-             A+
B-5        41164MAK3     CCC            BB+
B-6        41164MAL1     CC             B

MASTR Adjustable Rate Mortgages Trust 2006-OA2
Series      2006-OA2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
3-A-2      55275NAL5     BB             A
M-1        55275NAR2     B              BBB
M-2        55275NAS0     CCC            B
M-3        55275NBA8     CCC            B
M-4        55275NBB6     CC             CCC
M-5        55275NBC4     CC             CCC
M-6        55275NBD2     CC             CCC

Merrill Lynch Alternative Note Asset Trust Series 2007-A3
Series 2007-A3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        59024HAJ9     CC             CCC
M-5        59024HAK6     CC             CCC

Morgan Stanley Mortgage Loan Trust 2007-11AR
Series 2007-11AR

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      61754VAA9     AA             AAA
2-A-1      61754VAC5     BB             AAA
2-A-3      61754VAE1     AA             AAA
2-A-5      61754VAG6     BB             AAA
2-X        61754VAL5     B              AAA

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA1
Trust
Series 2007-OA1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-1        93935NAG9     BB             BBB
B-2        93935NAH7     B+             BB
B-3        93935NAJ3     B              BB-
B-4        93935NAK0     B-             B

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA4 Trust
Series 2007-OA4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1C       93936MAC9     A              AAA
B-1        93936MAF2     BB             BBB
B-2        93936MAG0     B              BB
B-3        93936MAH8     B-             BB-
B-4        93936MAJ4     CCC            B

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2007-OA2 Trust
Series 2007-OA2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
CA-1B      93935QAC1     A              AAA
B-1        93935QAG2     BB             BB+
B-2        93935QAH0     B+             BB

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2007-OC1 Trust
Series 2007-OC1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-1        93936FAE0     CCC            BBB
M-2        93936FAF7     CC             B
M-3        93936FAG5     CC             CCC
M-4        93936FAH3     CC             CCC

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA1
Series 2007-OA1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-3        25151VAC9     BBB            AAA/Watch Neg

Merrill Lynch Alternative Note Asset Trust Series 2007-A3
Series 2007-A3

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59024HAA8     B              AAA/Watch Neg
A-2A       59024HAB6     BBB            AAA/Watch Neg
A-2B       59024HAC4     BBB            AAA/Watch Neg
A-2C       59024HAD2     BBB            AAA/Watch Neg
A-2D       59024HAE0     B              AAA/Watch Neg
M-1        59024HAF7     CCC            BB+/Watch Neg
M-2        59024HAG5     CCC            BB/Watch Neg
M-3        59024HAH3     CCC            B/Watch Neg

Morgan Stanley Mortgage Loan Trust 2007-11AR
Series 2007-11AR

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      61754VAB7     B              AAA/Watch Neg
2-A-2      61754VAD3     B              AAA/Watch Neg
2-A-4      61754VAF8     B              AAA/Watch Neg
2-A-6      61754VAH4     B              AAA/Watch Neg
2-A-7      61754VAJ0     BB             AAA/Watch Neg
2-A-8      61754VAK7     B              AAA/Watch Neg
B-1        61754VAM3     CCC            BB+/Watch Neg

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA1 Trust
Series 2007-OA1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
CA-1B      93935NAC8     A              AAA/Watch Neg
CA-1C      93935NAD6     BBB            AAA/Watch Neg

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA4 Trust
Series 2007-OA4

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1D       93936MAD7     BBB            AAA/Watch Neg

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2007-OA2 Trust
Series 2007-OA2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
CA-1C      93935QAD9     BBB            AAA/Watch Neg


Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2007-OC1 Trust
Series 2007-OC1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
A-1        93936FAA8     BBB            AAA/Watch Neg
A-2        93936FAB6     BBB            AAA/Watch Neg
A-3        93936FAC4     BBB            AAA/Watch Neg
A-4        93936FAD2     BBB            AAA/Watch Neg
A-5        93936FAS9     B              AAA/Watch Neg

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA1 Trust
Series 2007-OA1

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
CX-1       93935NAE4     AAA            AAA/Watch Neg
CX-2-PPP   93935NAF1     AAA            AAA/Watch Neg

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2007-OA2 Trust
Series 2007-OA2

                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
CX-1       93935QAE7     AAA            AAA/Watch Neg
CX-2-PPP   93935QAF4     AAA            AAA/Watch Neg

RATINGS AFFIRMED

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA1
Series 2007-OA1

Class      CUSIP         Rating
-----      -----         ------
A-1        25151VAA3     AAA
A-2        25151VAB1     AAA
M-7        25151VAK1     CCC
M-8        25151VAL9     CCC

GreenPoint Mortgage Funding Trust, Series 2006-AR7
Series 2006-AR7

Class      CUSIP         Rating
-----      -----         ------
1-A1A      39538CAA0     AAA
1-A1B      39538CAB8     AAA
1-A2A1     39538CAC6     AAA
1-A2A2     39538CAD4     AAA
1-A3A1     39538CAE2     AAA
1-A3A2     39538CAF9     AAA
1-A3B      39538CAG7     AAA
2-A1       39538CAH5     AAA
2-A2       39538CAJ1     AAA

HarborView Mortgage Loan Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
1A-1A      41164MAA5     AAA
1A-1B      41164MAB3     AAA
2A-1A      41164MAC1     AAA
2A-1B      41164MAD9     AAA
2A-1C1     41164MAE7     AAA

MASTR Adjustable Rate Mortgages Trust 2006-OA2
Series 2006-OA2

Class      CUSIP         Rating
-----      -----         ------
1-A-1      55275NAA9     AAA
1-A-2      55275NAB7     AAA
1-A-3      55275NAC5     AAA
X-1        55275NAD3     AAA
2-A-1      55275NAE1     AAA
2-A-2      55275NAF8     AAA
2-A-3      55275NAG6     AAA
X-2        55275NAH4     AAA
XW         55275NAJ0     AAA
3-A-1      55275NAK7     AAA
4-A-1A     55275NAM3     AAA
4-A-1B     55275NAN1     AAA
4-A-2      55275NAP6     AAA

Morgan Stanley Mortgage Loan Trust 2007-11AR
Series 2007-11AR

Class      CUSIP         Rating
-----      -----         ------
B-2        61754VAN1     CCC
B-3        61754VAP6     CCC

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA1 Trust
Series 2007-OA1

Class      CUSIP         Rating
-----      -----         ------
1A         93935NAA2     AAA
2A         93935NAB0     AAA
B-5        93935NAL8     CCC
B-6        93935NAM6     CCC
B-7        93935NAN4     CCC
B-8        93935NAP9     CCC
B-9        93935NAQ7     CCC

Washington Mutual Mortgage Pass-Through Certificates WMALT Series
2007-OA4 Trust
Series 2007-OA4

Class      CUSIP         Rating
-----      -----         ------
A-1A       93936MAA3     AAA
A-1B       93936MAB1     AAA
B-5        93936MAK1     CCC

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2007-OA2 Trust
Series 2007-OA2

Class      CUSIP         Rating
-----      -----         ------
1A         93935QAA5     AAA
2A         93935QAB3     AAA
B-3        93935QAJ6     B
B-4        93935QAK3     CCC
B-5        93935QAL1     CCC
B-6        93935QAM9     CCC


* S&P Says July 2008 U.S. Alt-A RMBS Delinquency on the Rise
------------------------------------------------------------
Total delinquencies have continued to increase among U.S.
Alternative-A residential mortgage-backed securities transactions
originally rated in 2005, 2006, and 2007, according to a recent
report published by Standard & Poor's Ratings Services.

As of the July 2008 distribution date, total delinquencies were
15.65%, 21.45%, and 14.56% of the aggregate pool balances for the
2005, 2006, and 2007 vintages, respectively. These figures have
increased approximately 4.48% for the 2005 vintage, 6.77% for
2006, and 9.12% for 2007 since the June 2008 distribution date.

Serious delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) have also risen since the last distribution date. As
of the most recent reporting period, serious delinquencies for the
2005, 2006, and 2007 vintages were approximately 10.87%, 15.09%,
and 9.66% of the current aggregate pool balances, respectively.
When compared with the prior distribution date, serious
delinquencies were up approximately 6.08% for the 2005 vintage,
7.86% for 2006, and 10.25% for 2007.

Transactions issued in 2007 have the highest amount of cumulative
losses when compared with other vintages at the same seasoning
levels. After 12 months of seasoning, cumulative losses for
transactions issued in 2007 represent 0.03% of the aggregate
original pool balance, which is three times the amount recorded
for the 2006 vintage (0.01%) at the same level of seasoning.


* S&P Says July 2008 Closed-End 2nd-Lien RMBS Delinquencies Up
--------------------------------------------------------------
Total delinquencies for U.S. residential mortgage-backed
securities backed by closed-end second-lien collateral increased
as of the July 2008 distribution date for transactions originally
rated in 2007 but decreased for the 2005 and 2006 vintage
transactions, according to a recent report published by Standard &
Poor's Ratings Services.

Total delinquencies were 13.58%, 16.42%, and 14.22% of the
aggregate pool balances for the 2005, 2006, and 2007 vintages,
respectively. Compared with the June 2008 distribution date, these
figures were down roughly 6% for the 2005 vintage and 1% for 2006,
and up 1% for 2007.

Serious delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) decreased for the 2005 and 2006 vintages and remained
flat for 2007 deals. As of the most recent reporting period,
serious delinquencies for the 2005, 2006, and 2007 vintages were
approximately 7.57%, 10.28%, and 8.48%, respectively. Compared
with the prior distribution date, serious delinquencies declined
approximately 8% for the 2005 vintage and 1% for 2006 and were
unchanged for 2007.

Cumulative losses for the 2005, 2006, and 2007 vintages have been
increasing at average rates of approximately 7%, 11%, and 21% per
month, respectively, over the past six months. As of the July 2008
distribution date, cumulative losses for the 2005, 2006, and 2007
vintages were 12.40%, 15.21%, and 11.89% of the original aggregate
pool balances, respectively. Compared with the previous
distribution date, cumulative losses were up approximately 2% for
2005, 6% for 2006, and 13% for 2007.  


* S&P Says July 2008 HELOC RMBS Delinquency Continues to Rise
-------------------------------------------------------------
Total delinquency rates for U.S. home equity line of credit
residential mortgage-backed securities transactions originally
rated in 2005 through 2007 continued to show mixed performance as
of the July 2008 distribution date, according to a recent report
published by Standard & Poor's Ratings Services.

Delinquencies were 10.34%, 12.72%, and 8.34% of the current
aggregate pool balances for the 2005, 2006, and 2007 vintages,
respectively. When compared with the June 2008 distribution date,
the figures increased approximately 3.09% and 0.87% for the 2005
and 2006 vintages, respectively, but fell by 7.02% for the 2007
vintage.

Serious delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) exhibited similar trends for these vintages. As of
the July 2008 reporting period, serious delinquencies for the
2005, 2006, and 2007 vintages were approximately 6.67%, 7.83%, and
4.38% of the current aggregate pool balances, respectively.
Compared with the prior distribution date, serious delinquencies
increased approximately 5.21% and 3.43% for the 2005 and 2006
vintages, respectively, and declined 11.87% for the 2007
transactions.

The 2007 vintage is the worst-performing issuance year in terms of
cumulative losses. After 12 months of seasoning, cumulative losses
for transactions issued in 2007 represent 3.99% of the aggregate
original pool balance, which is 343% higher than the 0.90%
recorded for the 2006 vintage at the same level of seasoning.
Transactions from the 2006 vintage, which have at least 24 months
of seasoning, have performed more poorly overall than prior
vintages. Cumulative losses for 2006 transactions average
approximately 4.09%, compared with 1.21% for the 2005 vintage.


* S&P Says July 2008 Prime Jumbo RMBS Delinquency on the Rise
-------------------------------------------------------------
Delinquencies for U.S. prime jumbo residential mortgage-backed
securities transactions originally rated in 2005, 2006, and 2007
continue to increase, according to a recent report published by
Standard & Poor's Ratings Services.

As of the July 2008 distribution date, total delinquencies were
3.38%, 4.47%, and 3.22% of the current aggregate pool balances for
the 2005, 2006, and 2007 vintages, respectively. These figures
were up roughly 5.6% for the 2005 vintage, 13.2% for 2006, and
7.3% for 2007 when compared with the June 2008 distribution date.

Serious delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) have also increased since the last distribution date,
although each at a slower rate than in the prior month. As of the
most recent reporting period, serious delinquencies for the 2005,
2006, and 2007 vintages were approximately 1.95%, 2.48%, and
1.64%, respectively. Since the June 2008 distribution date,
serious delinquencies were up 6.6% for the 2005 vintage, 11.7% for
2006, and 3.1% for 2007.

For all vintages but 2007, cumulative realized losses of 0.01% or
more of the original pool balances haven't started to appear
before the 24th month of seasoning. The 2007 vintage has
cumulative realized losses of 0.01% after only 12 months of
seasoning (represented only by the deals issued in January through
July, which have attained this seasoning level). Transactions
issued in January through July of 2006 have now performed the
worst, with 0.05% in cumulative realized losses at month 24,
compared with 0.02% for 2001.


* S&P Says July 2008 Subprime RMBS Delinquencies Continue to Rise
-----------------------------------------------------------------
Delinquencies among U.S. subprime residential mortgage-backed
securities transactions originally rated in 2005, 2006, and 2007
continue to increase, according to a recent report published by
Standard & Poor's Ratings Services.

As of the July 2008 distribution date, total delinquencies were
38.08%, 41.72%, and 31.25% of the current aggregate pool balances
for the 2005, 2006, and 2007 vintages.  Delinquencies were up
approximately 2% for the 2005 vintage, 4% for 2006, and 7% for
2007 when compared with the June 2008 distribution date.

Serious delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) have also risen since the last distribution date. As
of the most recent reporting period, serious delinquencies for the
2005, 2006, and 2007 vintages were approximately 28.33%, 30.27%,
and 22.01% of the current aggregate pool balances, respectively.
When compared with the prior distribution date, serious
delinquencies have increased by approximately 3% for the 2005 and
2006 vintages and 9% for 2007.

The 2007 issuance year continues to be the worst-performing
vintage in terms of cumulative losses. After 12 months of
seasoning, cumulative losses for transactions issued in 2007
represent 0.46% of the original aggregate pool balance, which is
60% higher than the 0.29% recorded for the 2006 vintage at the
same level of seasoning.


* S&P Says U.S. Consumer ABS Market Tested By Struggling Economy
----------------------------------------------------------------
Just a few months ago, it appeared that U.S. consumer asset-backed
securities (ABS) were out of the woods as credit spreads tightened
and public issuance increased. But that momentum has begun to slip
a bit in recent weeks because of a flurry of escalating problems,
according to a new report published by Standard & Poor's Ratings
Services.

Those problems include additional write-downs at banks, the
instability of bond insurers, the deteriorating domestic auto
industry, high gasoline prices, falling home values, and
continuing consumer credit concerns.

"For now, though, credit ratings remain relatively stable across
consumer ABS asset classes, even as collateral performance
deteriorates from rising losses and delinquencies. In June,
Standard & Poor's placed nine auto lease ABS transactions on
CreditWatch negative, largely because of the dramatic decreases in
resale values for trucks and SUVs. We also placed certain of the
Washington Mutual credit card ABS transactions and two auto loan
ABS transactions on CreditWatch negative in June and July,
respectively," S&P says.

"In our view, the weakening economy and higher unemployment levels
will likely test the stability of the consumer ABS sectors in the
coming months," said credit analyst Mike Binz, a managing director
at Standard & Poor's, in the report, which is based on an Aug. 11,
2008, teleconference with market participants to discuss credit
trends in consumer ABS as well as Standard & Poor's outlook on the
sector. "However, we don't expect widespread ratings volatility at
this time as the consumer ABS transactions make their way through
this current recessionary environment."


* Spreads and CDX Widen As Defaults Continue, S&P Article Says
--------------------------------------------------------------
High-yield bond spreads and the CDX index have widened
considerably in recent months, said an article published by
Standard & Poor's. The article, which is titled "U.S. Credit
Comment: High-Yield Spreads And CDX Index Signal Higher Default
Rates (Premium)," says that this reflects the heightened
volatility in the credit markets and the economic uncertainty in
the U.S. and globally.

The U.S. speculative-grade bond spread reached 780 basis points
(bps) on Aug. 18, 2008, from 757 bps at the end of July, 561 bps
at the end of 2007, and only 366 at the end of August last year.
"This is not surprising," noted Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group. "Investors have become
more risk averse and are demanding a much higher premium to hold
speculative-grade securities in this environment of rising
delinquencies and slowing economic activity."

Downgrades among U.S. speculative-grade entities have become more
commonplace. Through Aug. 18, the downgrade ratio -- the
percentage of downgrades to total rating actions -- reached 82%
compared with the monthly average of 64% in 2007 and 73% in the
first seven months of this year. In other words, more than eight
out of every 10 rating actions in August has been a downgrade.
Relative to market perception -- as measured by the speculative-
grade spread -- the current rate of downgrades is largely in line
with prevailing market sentiment based on the established trend
since 1999.


* S&P Sees More Downgrades for U.S. Financial Institutions
----------------------------------------------------------
More downgrades are possible for U.S. banks, which perhaps are
just halfway through the credit downturn, according to Standard &
Poor's Ratings Services analysts who spoke at a financial
institutions quarterly teleconference Aug. 13. However, the rating
actions on banks and brokerages will continue to be selective
rather than broad. The analysts also pointed to some positive
trends, including revenue strength, asset divestitures, capital
raising, and regulatory moves.

"What we're really trying to answer in our own minds is which
banks are going to have the financial flexibility to deal with
some fairly serious problems over the next seven to eight
quarters," said Standard & Poor's credit analyst Tanya Azarchs.
"Obviously, these are very unprecedented times, and so financial
flexibility--in the form of the ability to raise capital and/or in
the form of the ability to sell assets--is going to be paramount."

Among banks rated by Standard & Poor's, 19% have either a negative
outlook or are on CreditWatch with negative implications, a
percentage that is "very high for us by historical standards," Ms.
Azarchs said.

That's up from 9% in 2007. Also, S&P's outlooks on all four of the
major broker-dealers are negative. In these difficult times, banks
face extremely tight liquidity conditions in the credit markets,
especially in the short-term debt market.

"The wild card here is that investor confidence continues to be
extremely skittish," Ms. Azarchs added. Loan portfolios of the
universal and regional banks are deteriorating "extremely
rapidly."

Since the start of 2008, Standard & Poor's rating actions for
financial institutions have been overwhelmingly downgrades, mainly
because of mark-to-market losses and increasingly from higher-
than-expected loan losses. Although Ms. Azarchs said Standard &
Poor's is still "predominantly in downgrade mode," it has raised
ratings on five institutions (Northern Trust Co., Countrywide
Financial Corp., Bank of New York Mellon Corp., AgFirst Farm
Credit Bank, and H&R Block Inc.) since April 1, one following a
merger and the other four for fundamental improvements. Revenue
has also been better than expected, and capital raising, which
came early in the credit downturn, has helped not just the large
banks but also some of the smaller, regional banks.

However, S&P expects further market dislocation, and S&P is
increasingly concerned about the market for Alt-A mortgage-backed
securities (loans made to consumers rated between subprime and
prime), in which prices are sliding. Other concerns include
further monoline-related write-downs that banks could have to
take, and business volumes, which Ms. Azarchs said have held up
"extremely well" during the first half of 2008 but whose future
"is not so clear." The slowing economy's effect on the credit
downturn and continued stress in the consumer sector could also
further worsen some of the credit losses banks will likely face,
she said.

Liquidity has continued to improve. For broker-dealers, one
important development during the second quarter was the Federal
Reserve's extension of the primary dealer credit facility through
January 2008. Standard & Poor's credit analyst Victoria Wagner
also noted that the 'AAA' ratings and stable outlooks on mortgage
guarantors Fannie Mae and Freddie Mac reflect even stronger
explicit U.S. government support, given new laws that create a
liquidity backup plan, and expanded mortgage powers for the two
government-sponsored enterprises.

The legislation is "a positive for creditors in that it defines
better the regulatory structure," Ms. Wagner said. "It also
introduces the type of regulation we see for commercial banks--
receivership powers, where you can clearly have more subordination
risk for investors in preferred stock and subordinated debt."

However, the real issue through the first quarter of 2009 will be
reserve building, Ms. Azarchs said. New accounting guidelines
require that reserve levels rise as asset quality continues to
deteriorate. The guidelines will exacerbate the provision
requirements to cover higher charge-offs; Standard & Poor's
expects these to increase.

To be sure, the credit downturn has affected banks and brokerages'
earnings unevenly. Brokers' underlying business activity has been
"something of a positive surprise during the past two months,"
said Standard & Poor's credit analyst Scott Sprinzen.

Excluding the effect of write-downs, investment banking and
trading have been weak but not as bad as they could have been
given the extent of market turmoil. Another positive is that the
four major U.S. broker-dealers (Goldman Sachs Group Inc., Lehman
Brothers Holdings Inc., Merrill Lynch & Co. Inc.,and
Morgan Stanley) were also able to divest about $400 billion in
assets collectively during the second quarter, even excluding
Merrill Lynch's subsequent $30 billion transaction.

One of the few bright spots for the banking sector has been the
raising of capital roughly in line with the amount of net losses
through both common stock and hybrid capital issuance. Although
hybrid issuance has declined during the past month and spreads
have widened, "there's still capacity in that market for
additional capital-raising activity," Mr. Sprinzen said. However,
regional banks' ability to continue raising capital remains in
question.

The analysts also mentioned some other areas of concern, including
the continued deterioration of prime loans, among which charge-
offs are now an unprecedented greater than 1% for some banks, and
weakness in construction lending, which is extremely important for
the smaller regional banks. Credit cards are also problematic,
approaching the peak losses of 1997 and 2002. But Standard &
Poor's doesn't expect levels to rise much higher than that because
lending criteria for credit cards didn't get as loose as they did
for mortgages.

"What is disturbing is that the receivables are growing," said Ms.
Azarchs. "What that says is that, with the home equity spigot
having been turned off for consumers, their only recourse is
credit card debt to keep themselves going. That perhaps spells
trouble for the future and could serve to help keep charge-offs
building."

It's just another reason that no one is breathing much easier yet
in the banking sector.


* S&P Says 1/4 of High-Yield Issues Trading at Distressed Levels
----------------------------------------------------------------
Following on the heels of last month's 10% increase, the Standard
& Poor's distress ratio has advanced again to 24.8%, said the
ratings firm in an article.

Distressed credits are speculative-grade rated issues that have
option-adjusted spreads of more than 1,000 basis points relative
to Treasuries. The article, which is titled "U.S. Distressed Debt
Monitor: Distress Ratio Advances To Nearly 25% In August
(Premium)," says that in the year to date, the distress ratio has
expanded nearly 19% from December's level. The distress ratio is
at its highest level since March 2003, and the 12-month moving
average has hit 13.8%. This increase runs alongside the recent
rise in speculative-grade spreads, which were at 780 bps on Aug.
15 from 763 bps a month earlier.

By debt volume, the finance companies and media and entertainment
sectors take the lead, each accounting for just under $100 billion
(60.4%) of the total. "When looking at the distress ratio based on
outstanding debt, the finance savings and loan sector is at a
stratospheric high of 91.8%," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group. "This means that nearly
92% of the speculative-grade debt in this sector is attributable
to companies trading at distressed levels." It should be noted
that only five issues attributable to three firms within this
sector possess speculative-grade ratings.

Overall, the composition of this month's distress list is little
changed from July. Most sectors have maintained their relative
contribution to the overall count of distressed issues, with the
largest increase (1.5% of the total) belonging to the finance
company sector and the largest decrease (only 1%) in the
automotive sector.


* US Not-For-Profit Health Care Sector's Credit Quality Slipping
----------------------------------------------------------------
Credit quality in the U.S. not-for-profit health care sector has
continued to deteriorate in the past six months, Standard & Poor's
Ratings Services said  in
a report.

Due to the sector's weakened financial metrics, there has been an
increase in negative rating changes and outlooks in the first half
of this year, especially for lower-rated credits, from a year
earlier.

"We expect the number of downgrades to exceed upgrades for the
rest of 2008 and probably in 2009, as business and financial
challenges squeeze operating margins and weaken balance sheets,"
said Standard & Poor's credit analyst Martin Arrick.

"The excess of downgrades to upgrades will likely be concentrated
among lower-rated credits, although strong credits are not fully
immune from the downward draft," said Mr. Arrick in the report,
"Tough Times Take A Toll On Credit Quality Of U.S. Not-For-Profit
Health Care Sector."

"We generally expect rating stability for the 'AA' and 'A'
categories, given that many top providers, including the large
health systems, are thriving," he said.

Standard & Poor's rates 138 not-for-profit health-care systems and
470 stand-alone hospitals.


* S&P Takes Ratings Action on Various U.S. Synthetic CDO Deals
--------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic collateralized debt obligation (CDO)
transactions:

     -- S&P lowered 23 ratings, nine of which remain on
CreditWatch with negative implications, while S&P removed 14 from
CreditWatch negative; and

     -- S&P raised four ratings and removed them from CreditWatch
positive.

"We reviewed the ratings that we had previously placed on
CreditWatch to determine the appropriate rating action. If the
synthetic rated overcollateralization (SROC) ratio was lower than
100% at the current date and at a 90-day-forward projected date,
we lowered the rating on the tranche. If the SROC ratio was lower
than 100% at the current date at the lower rating level and above
100% at a 90-day-forward projected date, we lowered the rating on
the tranche and left it on CreditWatch negative. For the raised
ratings, if the SROC ratio was above 100% at its current rating
level and at or above 100% at the next highest rating level, we
raised the rating to the next highest rating level," S&P says.

RATINGS LIST

Alta CDO SPC Series 2007-1
2007-1

                                 Rating
Class                    To                  From
-----                    --                  ----
A                        BBB+                A-/Watch Neg

Credit Default Swap
Swap Risk Rating - Protection Buyer, CDS Reference # Torino II

                                 Rating
Class                    To                  From
-----                    --                  ----
Tranche                  BBB-srb             BBB+srb/Watch Neg

Infiniti SPC Limited
2007-4

                                 Rating
Class                    To                  From
-----                    --                  ----
B                        A-                  AA/Watch Neg

Lehman Brothers Treasury Co. B.V.
US$4,000,000 Inflation-Linked and Credit-Linked Variable Interest
Notes

                                 Rating
Class                    To                  From
-----                    --                  ----
Notes                    BBB/Watch Neg       A/Watch Neg

Mint 2005-1 Ltd.

                                 Rating
Class                    To                  From
-----                    --                  ----
D-1                      A-/Watch Neg        A/Watch Neg
D-2                      A-/Watch Neg        A/Watch Neg

Morgan Stanley ACES SPC
2007-17

                                 Rating
Class                    To                  From
-----                    --                  ----
IA                       AA                  AAA/Watch Neg

Morgan Stanley Managed ACES SPC
Series 2007-1

                                 Rating
Class                    To                  From
-----                    --                  ----
IIA                      AA                  AAA/Watch Neg
IIIA                     A+                  AAA/Watch Neg

Morgan Stanley Managed ACES SPC
Series 2007-5

                                 Rating
Class                    To                  From
-----                    --                  ----
IIA                      AA/Watch Neg        AAA/Watch Neg
III SrB                  A+/Watch Neg        AAA/Watch Neg
IIIA                     A-                  BBB+/Watch Pos
IIIF                     A-                  BBB+/Watch Pos
IIIH                     A-                  BBB+/Watch Pos
IIIJ                     A-                  BBB+/Watch Pos

Morgan Stanley Managed ACES SPC
2007-8

                                 Rating
Class                    To                  From
-----                    --                  ----
IIA                      AA/Watch Neg        AAA/Watch Neg

Morgan Stanley Managed ACES SPC
2007-6

                                 Rating
Class                    To                  From
-----                    --                  ----
IIB Float                AA                  AAA/Watch Neg
IIISrDFloa               A+                  AAA/Watch Neg

Morgan Stanley Managed ACES SPC
2007-9

                                 Rating
Class                    To                  From
-----                    --                  ----
IIA                      AA/Watch Neg        AAA/Watch Neg

Morgan Stanley Managed ACES SPC
2007-4

                                 Rating
Class                    To                  From
-----                    --                  ----
IIA                      A-/Watch Neg        AA-/Watch Neg

Morgan Stanley Managed ACES SPC
2007-10

                                 Rating
Class                    To                  From
-----                    --                  ----
IIA                      AA                  AAA/Watch Neg
IIIA                     A+                  AA+/Watch Neg

PARCS Master Trust
2006-9

                                 Rating
Class                    To                  From
-----                    --                  ----
TrustUnits               AA-                 AAA/Watch Neg

PARCS Master Trust
2006-8 TRIPOLI

                                 Rating
Class                    To                  From
-----                    --                  ----
Trust Unit               A-                  AAA/Watch Neg

PARCS Master Trust
2007-3 CALVADOS

                                 Rating
Class                    To                  From
-----                    --                  ----
Trust Unit               A-/Watch Neg        A/Watch Neg

PARCS Master Trust
2007-8 CALVADOS

                                 Rating
Class                    To                  From
-----                    --                  ----
Trust Unit               A+                  AA-/Watch Neg

Seawall 2007-1 Ltd

                                 Rating
Class                    To                  From
-----                    --                  ----
E-2                      B+                  BB-/Watch Neg


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Morgan Brown Executive Center, Inc.
   aka Brown Investments, Inc.
   Bankr. D. Tenn. Case No. 08-28403
      Chapter 11 Petition filed August 19, 2008
         Filed as Pro Se

In Re Building Loving Hands Inc
   Bankr. C.D. Ca. Case No. 08-20655
      Chapter 11 Petition filed August 19, 2008
         See http://bankrupt.com/misc/cacb08-20655.pdf

In Re YUR Construction Co., Inc. aka UR Construction Co.
   Bankr. E.D. La. Case No. 08-12013
      Chapter 11 Petition filed August 20, 2008
         Filed as Pro Se  

In Re Olawunmi Hassan
   Bankr. N.D. Ca. Case No. 08-54568
      Chapter 11 Petition filed August 20, 2008
         Filed as Pro Se

In Re Richard James Lipari
   Bankr. E.D. Ca. Case No. 08-31637
      Chapter 11 Petition filed August 20, 2008
         Filed as Pro Se

In Re Sunbeam Realty Inc
   Bankr. E.D. N.Y. Case No. 08-45455
      Chapter 11 Petition filed August 20, 2008
         Filed as Pro Se

In Re Masreld Investor Group LLC aka Phyllis Ann Bennett Hunt
   Bankr. M.D. Fla. Case No. 08-07262
      Chapter 11 Petition filed August 20, 2008  
         Filed as Pro Se

In Re A Gentlemen's Cut LLC
   Bankr. W.D. Ky Case No. 08-3365
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/kywb08-3365.pdf

In Re Bayamon Shopping Center Inc.
   Bankr. D. P.R. Case No. 08-05387
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/prb08-05387.pdf

In Re D and M Commercial Plumbing, Inc.
   Bankr. W.D. Wash. Case No. 08-44078
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/wawb08-44078.pdf

In Re Falcon Shoe Mfg. Co.
   Bankr. D. Mass. Case No. 08-16200
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/mab08-16200.pdf

In Re G&B Trucking Corporation
   Bankr. D. Mass. Case No. 08-16225
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/mab08-16225.pdf  

In Re James C. Hosale, Sr. and Janet M. Hosale
   dba Cliff's Plumbing Company
   Bankr. M.D. Tenn. Case No. 08-07393
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/tnmb08-07393.pdf

In Re Nab Basu Inc dba Amadeus Cafe
   Bankr. D. P.R. Case No. 08-05380
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/prb08-05380.pdf

In Re Red Oak Winery, LLC
   Bankr. D. Mass. Case No. 08-16222
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/mab08-16222.pdf

In Re Advanced Chimney Inc.  
   Bankr. E.D. N.Y. Case No. 08-74464
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/nyeb08-74464.pdf  

In Re Kelsep, Inc.
   Bankr. D. Ariz. Case No. 08-10825
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/azb08-10825.pdf

In Re Mt. Zion Pentecostal Holiness Church Inc.
   Bankr. E.D. N.Y. Case No. 08-45449
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/nyeb08-45449.pdf

In Re The Mattress Warehouse Plus, Inc.
   Bankr. E.D. Mich. Case No. 08-33370
      Chapter 11 Petition filed August 20, 2008
         See http://bankrupt.com/misc/mieb08-33370.pdf

In Re Divine Will of God Ministries
   Bankr. E.D. Va. Case No. 08-34004
      Chapter 11 Petition filed August 21, 2008
         Filed as Pro Se

In Re John M. MacLeod dba Village Crossing Realty Trust dba JMI
   Bankr. D. Mass. Case No. 08-16229
      Chapter 11 Petition filed August 21, 2008
         Filed as Pro Se

In Re Marcus Powell Cake aka Marc. Cake
   Bankr. E.D. N.C. Case No. 08-05646
      Chapter 11 Petition filed August 21, 2008
         Filed as Pro Se

In Re California Elite Realty aka Elit Realty of California
   Bankr. C.D. Ca. Case No. 08-23260
      Chapter 11 Petition filed August 21, 2008
         Filed as Pro Se

In Re 8009 Lake Road Holdings, Ltd.
   Bankr. N.D. Ohio. Case No. 08-16432
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/ohnb08-16432.pdf

In Re Alan Dale Miller and Paula Kay Miller
   Bankr. D. Idaho Case No. 08-01795
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/idb08-01795.pdf

In Re ER Entertainment, LLC
   Bankr. D. Maine Case No. 08-20982
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/meb08-20982.pdf

In Re Masjid Omar aka Omar Masjid
   Bankr. W.D. Mo. Case No. 08-43451
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/mowb08-43451.pdf

In Re Oak Tree Learning Center, Inc
   Bankr. W.D. Okla. Case No. 08-13611
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/okwb08-13611.pdf

In Re Pamela D Cowell dba Mt. Tahoma Gynecology and Obstetrics
   Bankr. W.D. Wash. Case No. 08-44115
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/wawb08-44115.pdf

In Re United States Seamless of Western North Dakota, LLC
   Bankr. D. N.D. Case No. 08-30834
      Chapter 11 Petition filed August 21, 2008
         See http://bankrupt.com/misc/ndb08-30834.pdf

In Re William Ralph Thompson and Jean Thompson
   Bankr. D. Ariz. Case No. 08-10981
      Chapter 11 Petition filed August 22, 2008
         Filed as Pro Se

In Re Thomas P. Hutchinson
   Bankr. D. Md. Case No. 08-20703
      Chapter 11 Petition filed August 22, 2008
         Filed as Pro Se

In Re Creekside Village LLC  
   Bankr. C.D. Ca. Case No. 08-2331
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/cacb08-2331.pdf

In Re Great Basin Internet Services, Inc.
   Bankr. D. Nev. Case No. 08-51489
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/nvb08-51489.pdf

In Re Station 81 Holdings, LLC dba The Vault Ultra Lounge
   Bankr. N.D. Ca. Case No. 08-54647
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/canb08-54647.pdf

In Re E'Delano Damone Craine
   aka CM Chartermark Financial Corporation
   Bankr. S.D. Tex. Case No. 08-35452
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/txsb08-35452.pdf

In Re Inflatable Dome, LLC
   Bankr. W.D. N.C. Case No. 08-10662
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/ncwb08-10662.pdf

In Re Sogda, LLC
   Bankr. D. Md. Case No. 08-20717
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/mdb08-20717.pdf

In Re Aerobics Fitness Gallery, Inc.
   Bankr. D. P.R. Case No. 08-05451
      Chapter 11 Petition filed August 22, 2008
         See http://bankrupt.com/misc/prb08-05451.pdf

In Re Robert Louis Xifaras aka Mr. X
   Bankr. D. Mass. Case No. 08-16324
      Chapter 11 Petition filed August 25, 2008
         Filed as Pro Se

In Re Carl Everett Thompson, Jr. and Jeanie Voncille Thompson
   dba Thompson Engineering Group, LLC
   Bankr. E.D. Tenn. Case No. 08-14298
      Chapter 11 Petition filed August 25, 2008
         See http://bankrupt.com/misc/tneb08-14298.pdf

In Re DPF Financial Holding, LLC
   Bankr. D. Conn. Case No. 08-21616
      Chapter 11 Petition filed August 15, 2008
         See http://bankrupt.com/misc/cnb08-21616.pdf

In Re Gioni Brothers Inc. dba Italian Inn
   Bankr. D. Md. Case No. 08-20838
      Chapter 11 Petition filed August 25, 2008
         See http://bankrupt.com/misc/mdb08-20838.pdf

In Re The Finish Crew, Inc.
   Bankr. W.D. Wash. Case No. 08-15424
      Chapter 11 Petition filed August 25, 2008
         See http://bankrupt.com/misc/wawb08-15424.pdf

In Re Flora Fong Ng aka Flora N. Fong aka N. Flora Fong
   Bankr. N.D. Ca. Case No. 08-54744
      Chapter 11 Petition filed August 26, 2008
         Filed as Pro Se

In Re Spa Island Enterprises, Inc.
   Bankr. D. R.I. Case No. 08-12615
      Chapter 11 Petition filed August 26, 2008
         Filed as Pro Se

In Re Under Par Properties, LLC
   Bankr. D. Utah Case No. 08-25647
      Chapter 11 Petition filed August 26, 2008
         Filed as Pro Se

In Re Baileyville 2 Incorporated  
   Bankr. D. Ariz. Case No. 08-11128
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/azb08-11128.pdf

In Re  Baileyville Incorporated
   Bankr. D. Ariz. Case No. 08-11127
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/azb08-11127.pdf

In Re Hurri of Jax, LLC dba Hurrycab dba Jaguar Cab dba Gecko Cab
   Bankr. M.D. Fla. Case No. 08-05048
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/flmb08-05048.pdf

In Re Amopetrol Corporation
   Bankr. S.D. Fla. Case No. 08-22138
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/flsb08-22138.pdf

In Re Villages of the Reserve Group, LLC
   Bankr. M.D. Tenn. Case No. 08-07616
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/tnmb08-07616.pdf

In Re YGIAGAM, LLC
   Bankr. E.D. Va. Case No. 08-34108
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/vaeb08-34108

In Re Harvey Marine, Inc. dba Harbor Bay Marina
   Bankr. E.D. Mich. Case No. 08-22522
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/mieb08-22522.pdf

In Re Odessa Group, LLC
   Bankr. D. S.C. Case No. 08-05166
      Chapter 11 Petition filed August 26, 2008
         See http://bankrupt.com/misc/csb08-05166.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Sheryl Joy P. Olano, 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
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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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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