TCR_Public/080902.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, September 2, 2008, Vol. 12, No. 209           

                             Headlines

ALOHA AIRLINES: Court OKs Proposed Pay-Off Pact & Reimbursement
AMERICAN HOME: Can Sell of 233 "Alt-A" Mortgages to Vantium
ASARCO LLC: Parent Proposes to Set Cap on Unliquidated Claims
ASARCO LLC: Court to Rule on Fraudulent Conveyance Suit This Month
ASARCO LLC: U.S. Trustee Appoints Asbestos Creditors Committee

ASHTON WOODS: Moody's Lowers Rating of Sr. Subor. Notes to Caa3
ASHTON WOODS: KPMG LLP Raises Going Concern Doubt
AVADO BRANDS: Wants $6.5 Million KPMG-Sidley Agreement Approved
BANC OF AMERICA: Fitch Affirms Ratings on BACM Series 2007-2
BUSINESS ALLIANCE: A.M. Best Rates Financial Strength At B(Fair)

CAVTEL HOLDINGS: Moody's Junks Two Senior 1st Lien Secured Loans
CBA COMMERCIAL: Fitch Takes Various Rating Actions on CBA 2006-2
CHA HAWAII: Voluntary Chapter 11 Case Summary
CISTERA NETWORKS: Farmer Fuqua Raises Going Concern Doubt
CLEARLY CANADIAN: Reports $2 Mil. Net Loss in Qtr. Ended June 30

CLICKABLEOIL.COM: Case Summary & 20 Largest Unsecured Creditors
DAIRYLAND HAY: Case Summary & 20 Largest Unsecured Creditors
EAGLETAIL BIGHORN: Voluntary Chapter 11 Case Summary
FIRST AMERICAN: Fitch Affirms BB Rating on Trust Pref. Securities
FLIGHT SAFETY: Wolf & Company Raises Going Concern Doubt

FORD MOTOR: District Court Approves VEBA Health Care Trust Fund
GENERAL MOTORS: Deserves $50BB Gov't-Backed Loans, Mr. Lutz Says
GENOIL INC: Posts C$1.1MM Net Loss in 2008 1st Qtr. Ended June 30
GREEKTOWN CASINO: Creditors Panel Balks at Oct. 31 Claims Bar Date
GREEKTOWN CASINO: Can Hire Honigman Miller as Special Counsel

HICKORY HUT: Case Summary & 20 Largest Unsecured Creditors
HOW COS: Deputy Receiver Sets Jan. 12, 2009 as Claims Bar Date
IGNIS PETROLEUM: Names Geoff Evett as Acting CEO and Chairman
INDYMAC BANCORP: Court Dumps Suit Against Bank, FDIC
INTERNATIONAL RECTIFIER: Board Rejects Unsolicited Vishay Buyout

JOHN WOLFE: Case Summary & 20 Largest Unsecured Creditors
KIMBALL HILL: BMO Capital Seeks to File Consolidated Claim
KIMBALL HILL: Highland Wants Decision Made on Sales Contract
LANDSOURCE COMMUNITIES: Taps Paul Hastings as Special Counsel
LANDSOURCE COMMUNITIES: Asks Court to Set Nov. 14 Claims Bar Date

LANDSOURCE COMMUNITIES: Taps D&T as Auditor and Accountant
LANDSOURCE COMMUNITIES: Panel May Retain Pachulski as Lead Counsel
LASALLE COMMERCIAL: Fitch Cuts and Assigns Rating on 2 CMBS Deals
LE JARDIN: Voluntary Chapter 11 Case Summary
LEHMAN MORTGAGE: DBRS Puts Low-B Ratings on $3.68MM Class Certs.

LEVITZ FURNITURE: Court Allows WFNNB's $1,892,587 Admin. Claim
LEVITZ FURNITURE: Court Approves Set-Off Deal with DFS Services
LINENS N THINGS: Expansion of Ernst & Young's Services Approved
LINENS N THINGS: Trade Creditors to Get Stock Warrants Under Plan
LYNNKOHN LLC: Legacy Asks Court to Dismiss Case or Appoint Trustee

MPK ENTERPRISES: Voluntary Chapter 11 Case Summary
NETEFFECT INC: Voluntary Chapter 11 Case Summary
NEWPORT WAVES: Fitch Lowers 3 CDO Sub-Classes, Resolves Neg. Watch
N CAROLINA MEDICAL: Fitch Holds BB Rating on Revenue Bonds S. 1998
NORTH OAKLAND: Section 341(a) Meeting Slated for September 2

NORTH OAKLAND: Gets Initial Nod to Use McLaren's $1.5MM DIP Loan
PACIFIC LUMBER: Resumes Lumber Operations as Humboldt Redwood
PCG SUMMIT-LAKELINE: Case Summary & 16 Largest Unsecured Creditors
PCG SUMMIT-NORTHWOODS: Case Summary & 9 Largest Unsec. Creditors
PHS GROUP: Court Appoints Tranzon to Market Somerset Assets

PRC LLC: Has Until October 7 to Object to Creditors' Claims
PRC LLC: Wants BofA's $2 Mil. Interest Claim Deemed as Unsecured
PRC LLC: Names Gregory Carr as Senior VP of Sales and Marketing
QUAKER FABRIC: Court Confirms Joint Liquidating Plan
QUEBECOR WORLD: Court Okays Settlement of $3.8MM Claim with TSIC

RPM TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $2,264,260
SHARPER IMAGE: Wants to Set Oct. 13 as Admin. Claims Bar Date
SHARPER IMAGE: Court Approves Committee/Joint Venture Settlement
SHARPER IMAGE: Court Okays Settlement of $3.8MM Quebecor Claim
SHARPER IMAGE: Gift Card Holders Rep. Pursues Conversion Motion

SHARPER IMAGE: Transfers Principal Offices to Walnut Creek
SWANSEA PROPERTIES: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: May Not be Able to Continue Operating
TWEETER HOME: Wants Plan Filing Extended Until December 2
TWEETER HOME: Anne David Wants Automatic Stay Lifted

UNIVERSAL NURSING: Case Summary & 20 Largest Unsecured Creditors
US DATAWORKS: Reports $109,481 Net Loss for Quarter Ended June 30
VERENIUM CORP: Posts $16.4 Million Net Loss in 2008 Second Quarter
VILLA DEL SOL : Case Summary & 1 Largest Unsecured Creditor
VISUAL MANAGEMENT: June 30 Balance Sheet Upside-Down by $3.88 Mil.

WESTERN NONWOVEN: Fire Retardant Business Acquired by Milliken
WR GRACE: Can Implement 2008-2010 Incentive Plan

* D'Aversa Joins Orrick Herrington from Mayer Brown

                             *********


ALOHA AIRLINES: Court OKs Proposed Pay-Off Pact & Reimbursement
---------------------------------------------------------------
Judge Lloyd King of the U.S. Bankruptcy for the District of Hawaii
approved a pay-off agreement between Dane S. Field, the Chapter 7
trustee overseeing the liquidation of Aloha Airlines'  bankruptcy
case, and Continental Airlines, Bankruptcy Law360 reports.

The Court also approved a reimbursement of certain employee
expenses, the report adds.

                       About Aloha Airgroup

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

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates again filed for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.

The Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.  On April
29, 2008, the Court converted the Debtors' cases into Chapter 7
liquidation proceedings.  The next day, the U.S. Trustee appointed
Dane S. Field to serve as chapter 7 trustee for the cases.  James
Wagner, Esq., represents Mr. Field.


AMERICAN HOME: Can Sell of 233 "Alt-A" Mortgages to Vantium
-------------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Christopher S. Sontchi of
the U.S. Bankruptcy Court for the District of Delaware allowed
American Home Mortgage Inc. to sell 233 "Alt-A" mortgages to
Vantium Capital Markets LP.

American Home will sell the mortgages for $19.3 million,
Bankruptcy Law360, says, citing the firm's counsel.

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


ASARCO LLC: Parent Proposes to Set Cap on Unliquidated Claims
-------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation ask the U.S.
Bankruptcy Court for the Southern District of Texas to approve
procedures to determine the maximum allowed amounts of certain
unliquidated claims for plan distribution purposes.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in
New York, notes that the plan of reorganization filed by ASARCO
LLC and its debtor-affiliates on July 31, 2008, does not contain a
cap on distributions for unliquidated asbestos and environmental
claims against the Debtors.  He asserts that the Debtors' Plan
cannot possibly be confirmed because, as currently proposed, it
contains no limit on the amount of distributions that the holders
of the environmental and asbestos claims can receive and it is not
fair and equitable for these claimants to receive more than 100%
of the allowed amount of their claims.

Because the Debtors' Plan fails to limit the holders of asbestos
and enviromental claims' recovery to no more than 100% of their
allowed claims, Mr. Despins argues that the Court must determine
the maximum amount of their allowed claims prior to proceeding to
confirmation.  This determination is crucial in light of the fact
that under the Parent's plan of reorganization, the holders of
these claims will be offered 100% cash recovery by the Parent and
to implement this Plan.

Rather than the Court trying to determine the impact of the
uncapped claims at the confirmation hearing, Asarco Inc. suggests
that it would be much more efficient to establish an efficient
procedure to address or liquidate the Asbestos and Unresolved
Environmental 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.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  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.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court to Rule on Fraudulent Conveyance Suit This Month
------------------------------------------------------------------
The U.S. District Court for the Southern District of Texas,
according to Bloomberg News, will issue a ruling on ASARCO LLC's
fraudulent transfer litigation against Grupo Mexico S.A.B. de
C.V., parent of Americas Mining Corporation.

That ruling may coincide with the decision of the U.S. Bankruptcy
Court for the Southern District of Texas on which of the two
competing plans of reorganization -- one filed by ASARCO LLC and
its debtor affiliates and the other filed by Americas Mining --
is the best plan for ASARCO LLC's creditors.

If ASARCO LLC comes out successful in the fraudulent transfer
litigation, Grupo Mexico may be forced to pay $8,250,000,000, or
$1.03 a share, and give up its 100% equity interest in ASARCO
LLC, the report said.

ASARCO LLC filed the complaint in early February 2007 alleging
that Grupo Mexico, its subsidiaries, officers and directors
conspired for the transfer of 54.2% of ASARCO's equity interest
in Southern Peru Copper Corporation, now known as Southern Copper
Corporation, at a time when ASARCO was cash-strapped.  German
Larrea, chairman and chief executive officer of Grupo Mexico,
denied the accusation during trial, which was completed in June
2008.

ASARCO is seeking to recover more than $10,500,000,000, from
Americas Mining and Grupo Mexico in the form of the return of its
SPCC Shares and $1,700,000,000 in dividends Americas Mining has
collected from SPCC.  As of August 28, 2008, shares of SCC Common
Stock trades at $26.17 per share.  About 883,410,150 shares of
SCC common stock were outstanding as of June 30, 2008.  On
June 19, 2008, SCC declared a three-for-one split of the Company
Common stock.

For the quarter ended June 30, 2008, Grupo Mexico reported
$9,837,221,000 of assets and $4,719,900,000 of debts.  The report
said Grupo Mexico's common stock reached a 16-month low on August
12, mainly because of uncertainty over the bankruptcy case and a
yearlong strike at its mine in Cananea, Mexico.

"It would be a very bad situation -- the worst, worst scenario"
for the parent company to lose in both courts, analyst Rodrigo
Heredia of IXE Grupo Financiero told Bloomberg.  "It would be a
surprise" if Grupo lost the suit, Mr. Heredia added.

During the June 2008 trial, Bloomberg related that, before the
transfer of the SCC Stock, Grupo Mexico failed to persuade a
financial consultant to verify ASARCO LLC's solvency.  That
amounted to "damning" evidence against Grupo Mexico, Charles
Tatelbaum, Esq., at Adorno & Yoss, in Fort Lauderdale, Florida,
told Bloomberg.  Mr. Tatelbaum is not involved in the litigation
but has represented creditors in the Enron Corp. and WorldCom
Inc. bankruptcies.

Grupo Mexico "has a very significant problem" if ASARCO LLC
presented the facts accurately, Mr. Tatelbaum further told
Bloomberg.       

Grupo Mexico's shares would be hurt should the company lose both
court battles, Morgan Stanley analyst Carlos De Alba said in an
interview with Bloomberg.  The market doesn't expect a double
loss, he said.

                       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.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  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.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: U.S. Trustee Appoints Asbestos Creditors Committee
--------------------------------------------------------------
The U.S. Trustee for Region appointed 14 members of the Official
Committee of Asbestos Claimants pursuant to Section 1102(a) and
1102(b)(1) of the U.S. Bankruptcy Code.  The Asbestos Committee is
comprised of members of the Official Committee of Unsecured
Creditors for the Subsidiary Debtors and three additional members.

The Asbestos Committee members are:

   1. Barbara Zondervan
      c/o Robert Phillips
      Simmons Cooper, LLC
      707 Berkshire Boulevard
      P.O. Box 521
      East Alton, IL 62024
      Tel No.: (618) 259-2222
      Fax No.: (618) 259-2251

   2. Thomas Brown
      c/o Ryan A. Foster
      Ryan A. Foster Law Firm
      440 Louisiana Street, Suite 2100
      Houston, TX 77002
      Tel No.: (713) 236-2900
      Fax No.: (713) 236-0566

   3. Melvin Eldon Boggs
      c/o Steve Baron and Natalie Duncan
      Baron & Budd, P.C.
      3102 Oak Lawn Avenue, Suite 1100
      Dallas, TX 75219
      Tel No.: (214) 521-3605
      Fax No.: (214) 520-1181

   4. Kenna Hall Terrel
      c/o Steven Kazan
      Kazan McClaim Abrams Fernandez Lyons & Farrise
      171 Twelfth Street, Suite 300
      Oakland, CA 94607
      Tel No.: (510) 302-1000
      Fax No.: (510) 835-4913

   5. Robert H. Lawhorn
      c/o Charles Finley
      William Kherkher Hart Boundas, LLP (f/k/a Williams Bailey)
      8441 Gulf Freeway, Suite 600
      Houston, TX 77017
      Tel No.: (713) 230-2200
      Fax No.: (713) 643-6226

   6. Benito T. Caceres
      c/o Eric Bogdan
      The Bogdan Law Firm
      8866 Gulf Freeway, Suite 515
      Houston, TX 77017
      Tel No.: (713) 378-9378
      Fax No.: (713) 378-9379

   7. James Bailey
      c/o Brian Blevins
      Provost Umprey Law Firm
      490 Park Street
      Beaumont, TX 77704
      Tel No.: (409) 835-6000
      Fax No.: (409) 838-8888

   8. Robert Ryan
      c/o Christina Skubic
      Brayton Purcell
      222 Rush Landing Road
      Novato, CA 94948
      Tel No.: (415) 898-1555
      Fax No.: (415) 898-1247

   9. Timothy Crisler
      c/o Lou Thompson Black
      Brent Coon and Associates
      Weslayan Tower
      24 East Greenway Plaza, Suite 725
      Houston, TX 77046
      Tel No.: (713) 840-0380
      Fax No.: (713) 840-0702

  10. Myra Meiers
      c/o Thomas W. Bevan
      Bevan & Associates, LPA
      10360 Northfield Road
      Northfield, OH 44067
      Tel No.: (330) 467-8571
      Fax No.: (330) 467-4493

  11. Samuel Cox
      c/o Thomas M. Wilson
      Kelly & Ferraro, LLP
      2200 Key Tower
      127 Public Square
      Cleveland, OH 44114
      Tel No.: (216) 575-0777
      Fax No.: (216) 575-0799

  12. Gary Ellis
      c/o Robert Phillips
      Simmons Cooper, LLC
      707 Berkshire Boulevard
      P.O. Box 521
      East Alton, IL 62024
      Tel No.: (618) 259-2222
      Fax No.: (618) 259-2251

  13. Elizabeth Scanlon
      c/o Robert Phillips
      Simmons Cooper, LLC
      707 Berkshire Boulevard
      P.O. Box 521
      East Alton, IL 62024
      Tel No.: (618) 259-2222
      Fax No.: (618) 259-2251

  14. Rory Lewis
      c/o Christina Skubic
      Brayton Purcell
      222 Rush Landing Road
      Novato, CA 94948
      Tel No.: (415) 898-1555
      Fax No.: (415) 898-1247

                        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.

As reported by the Troubled Company Reporter on August 28, 2008,
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  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.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, represents the Asarco Asbestos
Subsidiary Committee.

(ASARCO Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASHTON WOODS: Moody's Lowers Rating of Sr. Subor. Notes to Caa3
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Ashton Woods USA,
LLC, including its corporate family rating to Caa2 from B3, its
probability of default rating to Caa2 from B3, and the rating on
its senior subordinated notes to Caa3 from Caa2.  The outlook
remains negative.

The downgrade was prompted by the company's failure to comply with
the tangible net worth, leverage ratio, and land inventory ratio
covenants under its revolving credit facility as of the fiscal
year ended May 31, 2008 as noted in the company's Aug. 22, 2008 8k
SEC filing.

As a result of non-compliance, Ashton Woods is in technical
default under the facility and will be prohibited from making
interest or principal payments on its $125 million Senior
Subordinated notes due 2015 until an amendment or waiver is
granted by the senior lenders.

Further exacerbating the situation, Ashton Woods' approximately
$58.7 million of tangible net worth at the end of its May fiscal
year was below the $60 million minimum required by its bond
indenture.  If tangible net worth remains below $60 million for
the quarter ending Aug. 31, 2008, as is currently anticipated, the
company will be in technical default under its bond indenture and
will need to seek a resolution.

Specifically, the indenture requires the company to repurchase 10%
of its outstanding subordinated notes. However, because of Ashton
Woods' non-compliance under the credit facility, it is currently
prohibited from repurchasing the notes -- as well as making the
scheduled semi-annual interest payment due on Sept. 30, 2008 --
without a waiver.  As a result, other possible cures may need to
be considered.  The negative outlook reflects:

   1) the uncertainty surrounding the Ashton Woods' ability to
      successfully negotiate an amendment or waiver with both
      its lending group and bondholders in order to cure the
      technical defaults;

   2) the expectation that the macro housing environment will
      remain unsupportive well into 2009, with any recovery likely  
      to be very measured at first, thus prolonging the company's
      under performance on key financial metrics vs. prior
      expectations; and

   3) the company's relatively small size and scale and somewhat
      limited geographic, product and price point diversity, which
      exacerbate the risk of localized down cycles.

These ratings were affected:

  -- Probability of Default Rating lowered to Caa2 from B3; and

  -- Senior Subordinated Notes, lowered to Caa3 (LGD-5, 87%) from
     Caa2 (LGD-5, 87%).

Begun in 1989, headquartered in Roswell, Georgia, and privately-
owned by six Canadian families, Ashton Woods builds single-family
detached homes, townhomes, and stacked-flat condominiums, with
operations in seven U.S. cities. Revenues and net income in fiscal
2008 were approximately $408.1 million and ($113.5) million,
respectively.


ASHTON WOODS: KPMG LLP Raises Going Concern Doubt
-------------------------------------------------
KPMG LLP in Atlanta, Georgia, expressed substantial doubt about
Ashton Woods USA LLC's ability to continue as a going concern
after it audited the company's financial statements for the years
ended March 31, 2008 and 2007.

The auditing firm pointed out that company defaulted certain
covenants under its senior credit facility, as amended, and was
below the required tangible net worth level contained in the
subordinated notes.

At May 31, 2008, the company's consolidated balance sheets showed
total assets of $260,097,000 and total debts of $200,968,000,
resulting in a stockholders' equity of $58,699,000.

The company reported a $113,527,000 in net loss on home sales of
$376,814 for the year ended May 31, 2008, compared to a
$24,683,000 in net income on home sale of $572,166 for the same
period a year earlier.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?3184

Headquartered in Atlanta, Georgia, Ashton Woods USA L.L.C. is
a homebuilder with operations in Atlanta, Dallas, Houston,
Orlando, Phoenix, Denver and Tampa.


AVADO BRANDS: Wants $6.5 Million KPMG-Sidley Agreement Approved
---------------------------------------------------------------
Avado Brands Inc and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
approve a proposed settlement with KPMG LLP and Sidley Austin LLP.

A hearing is set for Sept. 16, 2008, at 10:30 a.m., ET, to
consider approval of the Debtors' motion.  Objections, if any, are
due Sept. 9, 2008.

On April 20, 2005, the Debtors initiated a litigation in the State
Court of Fulton County, Georgia, against the two firms after the
promotion and sale by the firms to the Debtors of a tax shelter
investment -- Offshore Portfolio Investment Strategy -- which was
subsequently determined by the Internal Revenue Services as
fraudulent tax shelter.  The Debtors alleged, among other things,
that the OPIS transaction resulted in dire financial consequences
to the Debtors including a tax liability to the IRS.

Under the settlement agreement, the firms will pay the Debtors
$6.5 million and execute a mutually-agreeable stipulation of
dismissal.  In turn, the Debtors will release the firms to the
litigation and will discharge the Debtors from any and all claims
as well as unknown claims.

Furthermore, the agreement provides for a collateral carve-out
from the liens of the Debtors' prepetition lender, DDJ Capital
Management LLC, in the amount equal to 15% of the net recoveries
of the litigation.

A full-text copy of the Debtors and firms' settlement agreement
dated Aug. 26, 2008, is available for free at:

               http://ResearchArchives.com/t/s?3186

                        About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors'
claims and noticing agent.  The U.S. Trustee for Region 3 has
appointed creditors to serve on an Official Committee of Unsecured
Creditors to this cases.  Greenberg Traurig LLP represents the
Committee.  In their second filing, the Debtors disclosed
estimated assets and debts between $1 million and $100 million.


BANC OF AMERICA: Fitch Affirms Ratings on BACM Series 2007-2
------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Commercial Mortgage
Securities, Inc.'s mortgage pass-through certificates, series
2007-2, as:

  -- $49.8 million class A-1 at 'AAA';
  -- $753 million class A-2 at 'AAA';
  -- $55 million class A-2FL at 'AAA';
  -- $162.6 million class A-3 at 'AAA';
  -- $61 million class A-AB at 'AAA';
  -- $602 million class A-4 at 'AAA';
  -- $528.1 million class A-1A at 'AAA';
  -- $317.3 million class A-M at 'AAA';
  -- $153.8 million class A-J at 'AAA';
  -- $100 million class A-JFL at 'AAA';
  -- Interest only class XW at 'AAA';
  -- $15.9 million class B at 'AA+';
  -- $47.6 million class C at 'AA';
  -- $31.7 million class D at 'AA-';
  -- $15.9 million class E at 'A+';
  -- $27.8 million class F at 'A';
  -- $27.8 million class G at 'A-';
  -- $43.6 million class H at 'BBB+';
  -- $35.7 million class J at 'BBB';
  -- $35.7 million class K at 'BBB-';
  -- $15.9 million class L at 'BB+';
  -- $7.9 million class M at 'BB';
  -- $15.9 million class N at 'BB-';
  -- $4 million class O at 'B+';
  -- $4 million class P at 'B';
  -- $11.9 million class Q at 'B-'.

The $39.7 million class S is not rated by Fitch.

The rating affirmations are the result of stable performance since
issuance in June 2007.  As of the August 2008 remittance, the
transaction has paid down 0.3% to $3.163 billion from
$3.173 billion at issuance.  Loan maturities range from 2011 to
2021 with 28.9% of the pool scheduled to mature in 2012.

Fitch has identified 11 Loans of Concern (4.1%), six of which are
specially serviced (2.1%).  Potential losses would be absorbed by
the non-rated class S. The largest specially serviced asset (0.7%)
is a 258-unit multifamily property in Las Vegas, Nevada.  The loan
is 60+ days delinquent and the borrower indicated that the
delinquency is due to an increase in vacancy and expenses.

The second largest specially serviced asset (0.6%) is secured by
an office building in Eagan, Minnesota.  The property serves as
the headquarters for Buffets Inc., which filed for bankruptcy in
January 2008.  According to the special servicer, Buffets has
renegotiated their lease term and rate, but will remain in
occupancy at the property.

The third largest specially serviced loan (0.3%) is secured by a
multifamily property located in Reno, Nevada.  The property has
suffered from a decline in occupancy and is 60+ days delinquent.

At issuance, there were three loans in the top ten, One Park
Avenue (5.9%), 575 Lexington (5.1%), and 200 West 57th Street
(2.9%), that were in the process of stabilizing.  While the loans
continue to have servicer reported year-end 2007 debt-service
coverage ratios (DSCR) less than 1.0 times, Fitch has reviewed the
updated occupancy, reserve expenditure, and cash flow information
for these loans and has determined that they are in-line with the
stabilization schedule set forth at issuance.  Fitch will continue
to monitor these loans.

The Harlem River Yard industrial/warehouse complex (0.9%)
maintains its investment-grade shadow rating.  Servicer reported
weighted average occupancy as of year-end 2007 was 100% with a
debt-service coverage ratio of 2.07x.


BUSINESS ALLIANCE: A.M. Best Rates Financial Strength At B(Fair)
----------------------------------------------------------------
A.M. Best Co. placed the financial strength rating of B (Fair) and
issuer credit rating of "bb" of Business Alliance Insurance
Company (BAIC) in San Bruno, California under review with positive
implications.

These rating actions follow the recent filing of a Form A
Information Statement with the California Department of Insurance
by PSM Holding Corporation to obtain the common shares and
ownership of BAIC, in partial settlement of a $40 million judgment
against the company and its principal owners.

Concurrently, the trustee for BAIC's parent company, National Farm
Financial Corporation, has appealed the judgment against the
company.  The outcome of the appeal will not be known until late
2009.  Public Service Mutual Insurance Company is the parent
company of PSMHC, as well as the lead company of the Magna Carta
Companies.  Members of Magna Carta Companies include Paramount
Insurance Company and Western Select Insurance Company.

The ratings will remain under review until transfer of ownership
is finalized, most likely before year-end 2008.

At that time, A.M. Best likely will remove the company from under
review following discussions with PSMHC's management regarding the
new parent's plans for BAIC.  The ratings of the Magna Carta
Companies are unchanged by this transaction.


CAVTEL HOLDINGS: Moody's Junks Two Senior 1st Lien Secured Loans
----------------------------------------------------------------
Moody's Investors Service downgraded CavTel Holdings, LLC.'s
corporate family rating to Caa1 from B3, and the B3 rating of the
Company's senior secured credit facilities to Caa1.  The rating
action concludes the review for a possible downgrade initiated on
April 24, 2008.  The ratings outlook is negative, as the Company
still faces significant execution risks in its turnaround plan.

In conjunction with the rating action, Moody's maintained the
probability of default rating at Caa1, reflecting the rating
agency's views that the risk of default over the next 12 months
remains elevated despite the amendment the Company reached with
its bank group in May.

Moody's took these ratings action:

Issuer: CavTel Holdings, LLC
  
   -- Corporate Family Rating downgraded to Caa1, from B3
   -- Probability of Default Rating confirmed Caa1
   -- Senior 1st lien secured Revolving Credit Facility Due 2011
      downgraded to Caa1, LGD3 - 47%, from B3, LGD3 - 32%
   -- Senior 1st lien secured Term Loan Due 2012 downgraded to
      Caa1, LGD3 - 47%, from B3, LGD3 - 32%
   -- Outlook is negative

The downgrade was based on Cavalier's continuing operational
challenges in integrating TalkAmerica Holdings, which Cavalier
acquired in December 2006, and the highly competitive environment
in Cavalier's markets.  The weaker sales to residential and
commercial customers, the high churn of residential customers and
the related bad debt expenses have all contributed to poor cash
flow performance.

In addition, Moody's believes that a likely turnaround may take
over one year to materialize given the lead time needed for the
revamped sales force to work into full productivity, and new
products to filter through the Company's pipeline.

Moody's recognizes the actions that the Company has taken to
solidify its business plan going forward, including supplementing
its senior management team, rationalizing its wholesale,
residential and business sales strategies and efforts to improve
churn levels across all business lines.  However, while Cavalier
projects to have adequate liquidity over the next twelve months,
Moody's notes that the cash position and covenant cushion may
quickly erode if the revenue and EBITDA declines are not
stabilized by the end of 2008.

Moody's notes that Cavalier continues to realize cost synergies
from the integration of Talk America, and may have flexibility to
slow its capital spending to preserve liquidity and generate
positive free cash flow in 2008, as the ongoing dislocation in
the capital markets will likely prevent the company from raising
capital needed for growth.  However, significant capex
conservation may starve the Company's long term sales growth
potential and hinder its ultimate turnaround.

In Moody's view, given the history of rapid deterioration of
enterprise value of CLECs operating in default, the potential
recovery to Cavalier's creditors would be lower than historic
averages for all-bank corporate credits under the guidelines in
Moody's loss given default methodology.  Therefore, Moody's raised
the expected loss estimate for Cavalier to 50% from 35%.

Richmond, VA, based Cavalier is a competitive local exchange
carrier servicing approximately 570,000 access lines.


CBA COMMERCIAL: Fitch Takes Various Rating Actions on CBA 2006-2
----------------------------------------------------------------
Fitch downgrades CBA Commercial Assets, LLC small balance series
2006-2 as:

  --  $1.1 million class M-5 to 'B-' from 'B'.

In addition, Fitch places the following class on Rating Watch
Negative:

  -- $2.3 million class M-4 at 'BB-'.

Fitch also affirms these classes:

  -- $94.2 million class A at 'AAA';
  -- interest only class X-1 at 'AAA';
  -- $3.8 million class M-1 at 'AA';
  -- $4.9 million class M-2 at 'A-';
  -- $2.8 million class M-3 at 'BBB-'.

Classes M-6, M-7, and M-8 are not rated by Fitch.

The downgrade and Rating Watch placement is the result of
additional specially serviced loans and increased loss
expectations since Fitch's last rating action in March 2008.  
Fitch expects losses to deplete the non-rated classes M-8, M-7 and
impact class M-6; thus reducing current credit enhancement levels.

As of the August 2008 distribution date, the pool's aggregate
collateral balance has been reduced 13% to $113.9 million from
$130.5 million at issuance. There are currently 251 loans
remaining with a weighted average loan size of $453,949.

Twenty-three loans (10.3%) are currently in special servicing.
Fitch expects losses on 19 (8.1%) of the 23 loans.

The largest specially serviced loan (3%) is secured by a
multifamily property located in Kansas City, MO and is 90 days
delinquent.  The special servicer has initiated foreclosure and
appointed a receiver.

The second largest specially serviced loan (1%) is secured by an
industrial property located in Lake City, Florida and is more than
90 days delinquent.  The special servicer is currently is
proceeding with foreclosure and placement of a receiver.

Fifteen loans (5.7%) are currently on the master servicer's
watchlist for declines in performance, forced placed insurance,
principal, and interest and escrow delinquencies. Per the Pooling
and Servicing Agreement, loans with a current unpaid principal
balance over $2 million are required to be transferred to special
servicing at 60 days past due.  However, loans with current
outstanding balances below $2 million are not required to transfer
to the special servicer until they are 120 days past due.  Fitch
will continue to monitor the performance of these loans for any
further declines.


CHA HAWAII: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CHA Hawaii LLC
        9342 E. Central Avenue
        Wichita, KS 67206

Bankruptcy Case No.: 08-12027

Debtor-affiliates filing separate Chapter 11 petitions:

          Entity                                     Case No.
          ------                                     --------
  Hawaii Medical Center East LLC                     08-12030
  Hawaii Medical Center West LLC                     08-12032
  Hawaii Medical Center LLC                          08-12033

Type of Business: The Debtors run a health care business.

Chapter 11 Petition Date: August 29, 2008

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  17th Floor, 919 N. Market Street
                  Wilmington, DE 19899-8705
                  Tel (302) 652-4100
                  Fax 302-652-4400
                  Email ljones@pszjlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million

The Debtors don't have any creditors who are not insiders.


CISTERA NETWORKS: Farmer Fuqua Raises Going Concern Doubt
---------------------------------------------------------
Farmer, Fuqua & Huff, P.C., in Plan, Texas, raised substantial
doubt on Cistera Networks Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the years ended March 31, 2008, and 2007.  The auditing firm
pointed out that the company has suffered recurring losses from
operations and has a net capital deficit.

On Nov. 12, 2007, auditing firm Robinson Hill & Co. in Salt Lake,
Utah, cited the company's recurring losses from operations and net
capital deficit that raise substantial doubt about the company's
ability to continue as a going concern.

At March 31, 2008, the company's consolidated balance sheet showed
total assets of $3,051,649 and total debts of $5,872,649,
resulting in stockholders' deficit of $2,821,045.  Moreover, its
consolidated balance sheet also showed strained liquidity with
$673,020 in total current assets available to pay $3,695,288 in
total current liabilities.

The company reported a $5,252,420 net loss on total revenues of
$2,874,615, compared to a $2,051,338 net loss on total revenues of
$1,932,838 for the same period a year earlier.

A full-text copy of the company's regulatory filing with the
Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?3185

Based in Dallas, Cistera Networks Inc. (OTC BB: CNWT.OB) --
http://www.cistera.com/-- works within the IT industry,   
specifically the field of unified communications.  Cistera
provides converged application platforms for the enterprise that
enhances the investment in IP Telephony.


CLEARLY CANADIAN: Reports $2 Mil. Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Clearly Canadian Beverage Corporation reported a net loss of
$2,046,000, on sales of $2,534,000, for the first quarter ended
June 30, 2008, compared with a net loss of $5,680,000, on sales of
$7,303,000, in the same period in 2007.

At June 30, 2008, the company's consolidated balance sheet showed
$16,450,000 in total assets, $9,147,000 in total liabilities, and  
$1,567,460 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?3181

                         About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation
(OTC BB: CCBEF.OB CL) -- http://www.clearly.ca/-- markets premium   
alternative beverages, including Clearly Canadian(R)
sparklingflavoured waters and Clearly Canadian dailyEnergy,
dailyVitamin and dailyHydration Natural Enhanced Waters which are
distributed in the United States, Canada and various other
countries.  Clearly Canadian's recent acquisition of DMR Food
Corporation and My Organic Baby Inc. marks the company's debut
into organic and natural products with a full line of organic baby
and toddler foods under the brand names My Organic Baby and My
Organic Toddler and a wide range of dried fruit and nut snacks
offerings from SunRidge Farms, Naturalife, Sweet Selections,
Simply by Nature and Glengrove Organics brands.


CLICKABLEOIL.COM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Clickableoil.com, Inc.
        2 Madison Avenue
        Larchmont, NY 10538

Bankruptcy Case No.: 08-23253

Type of Business: The Debtor sells heating oil.
                  See: http://www.clickableoil.com/

Chapter 11 Petition Date: August 29, 2008

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Anne J. Penachio, Esq.
                   (Apenachio@lowey.com and annepena@aol.com)
                  Lowey Dannenberg Cohen, P.C.
                  One North Broadway, Fifth Floor
                  White Plains, NY 10601
                  Tel: (914) 997-0500
                  Fax: (914) 997-0035
                  http://lowey.com/

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

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/nysb08-23253.pdf

                       
DAIRYLAND HAY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dairyland Hay Co., Inc.
        6660 Riverside Drive
        Chino, CA 91710-9071

Bankruptcy Case No.: 08-21385

Chapter 11 Petition Date: August 29, 2008

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Stephen R Wade, Esq.
                   (dp@srwadelaw.com)
                  The Law Offices of Stephen R. Wade
                  400 N. Mountain Ave., Ste. 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 million $10 million

Estimated Debts: $1 million $10 million

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

           http://bankrupt.com/misc/califcb08-21385.pdf

                       
EAGLETAIL BIGHORN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Eagletail Bighorn LLC
        6028 N. 129th Ave.
        Litchfield Park, AZ 85340

Bankruptcy Case No.: August 29, 2008

Chapter 11 Petition Date: August 29, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: James E. Cross
                  Osborn Maledon P.A.
                  2929 N. Central Ave. #2100
                  Phoenix, AZ 85012
                  Tel (602) 640-9307
                  Fax 602-664-2077
                  Email jcross@omlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


FIRST AMERICAN: Fitch Affirms BB Rating on Trust Pref. Securities
-----------------------------------------------------------------
Fitch Ratings affirmed and removed the Rating Watch Negative from
the ratings of First American Corporation and its insurance
operating subsidiaries, as:

First American Corporation
  -- Issuer Default Rating at 'BBB';
  -- Senior unsecured debt at 'BBB-'.

First American Capital Trust
  -- Trust preferred securities at 'BB+';

First American Insurance Companies
  -- Insurer Financial Strength at 'A-'.

The Rating Outlook is Negative.

On April 10, 2008, Fitch lowered all ratings of FAF one notch to
their current levels and placed the ratings on Rating Watch
Negative.  The rating actions taken on April 10th reflected the
significant deterioration in First American's Risk Adjusted
Capital as modeled by Fitch.  Further, the Rating Watch was tied
to management's evaluation of capital at First American given the
potential spin-off of the title and specialty insurance operations
which was scheduled to be a third quarter event but has now been
delayed to 2009.

During the second quarter of this year, FAF contributed to First
American Title Insurance Company $200.5 million.  The transfer
consisted of $166.8 million in cash, marketable securities of
$13.7 million, and a secured note of $20 million. This increase in
surplus coupled with a pro forma decline of approximately 20% in
operating expenses increases First American's 2008 pro forma RAC
score to a range of 105%-115% from a 2007 RAC score of 74%.  While
Fitch recognizes the improvement in capital, both on an absolute
and a risk adjusted measure, the agency notes that relative to
peers First American continues to underperform.

The current Negative Outlook is indicative of the negative trends
not only in First American's capital, but also reserve levels and
profitability.  Fitch will review the company's performance over
the next twelve to eighteen months to determine if the company's
credit profile is consistent with the current rating level.  If
Fitch concludes that the company is operating in a manner
inconsistent with its current rating category Fitch would likely
lower the ratings one to two notches.

Fitch removes from Rating Watch Negative and affirms these.  The
Rating Outlook is Negative.

The First American Corporation
  -- IDR at 'BBB';
  -- Senior debt at 'BBB-';
  -- $200 million senior unsecured notes 2014 at 'BBB-';
  -- $100 million senior unsecured debentures due 2028 at 'BBB-'.

First American Capital Trust
  -- $100 million trust preferred security due 2012 at 'BB+'.

Fitch affirms these IFS ratings at 'A-'.  The Rating Outlook is
Negative.

  -- First American Title Insurance Company
  -- First American Title Insurance Co. of New York
  -- First American Title Insurance Co. of Oregon
  -- First American Title Insurance Co. of North Carolina
  -- First American Title Insurance Co. (UK) PLC.
  -- Land Title Insurance Co. of St. Louis
  -- Ohio Bar Title Insurance Co.
  -- Port Lawrence Title & Trust Co.
  -- Mortgage Guaranty & Title Co.
  -- Massachusetts Title Insurance Co.
  -- Western National Title Insurance Company
  -- United General Title Insurance Co.
  -- Pacific Northwest Title Ins Co.
  -- Censtar Title Ins Co.
  -- T.A. Title Ins Co.
  -- First American Title Ins Co. of KS


FLIGHT SAFETY: Wolf & Company Raises Going Concern Doubt
--------------------------------------------------------
Wolf & Company, P.C. raised substantial doubt about Flight
Technologies Inc.'s ability to continue as a going concern after
auditing the financial statements of the company for the fiscal
year ended May 31, 2008.

The company experienced recurring losses from operations that have
diminished its financial resources.  The company's liquidity to
date has primarily been provided by revenue from government
contracts and proceeds from the sale of its equity securities.  In
addition, its funded contract backlog for its SOCRATES Phase IV
Contract has been $0 since Dec. 31, 2006.

As of May 31, 2008, the company's cash and investments were
$1,002,899.  The company expects that it will fund a substantial
portion if not all of its operating expense and technology
development costs from our own cash and investments.  However, its
own resources are limited and are not sufficient to complete the
research, development and testing that is necessary to
commercialize any of its technologies.

Furthermore, the company's cash and investment account balance as
of May 31, 2008, will be insufficient to fund its operations
through the current year.  Its inability to obtain further
government or private funding for research, development and
testing of its technologies would have a material adverse affect
upon its financial condition and its ability to maintain
operations.  These factors raise substantial doubt about its
ability to continue as a going concern.

At May 31, 2008, Flight Technologies' balance sheets showed total
assets of $1,265,276, and total debts of $477,313, resulting in a
stockholders' equity of $787,963.

The company posted a net loss of $3,286,299 on contract revenues
of  $336,995 for the year ended May 31, 2008, as compared with a
net loss of $2,788,386 on contract revenues of $1,546,857 in the
prior year.

               About Flight Safety Technologies Inc.

Based in Mystic, Connecticut, Flight Safety Technologies Inc. --
http://www.flysafetech.com/-- (AMEX:FLT) is engaged in developing   
technologies that enhances aviation safety and efficiency.  These
technologies include Aircraft Wake Safety Management, Sensor for
Optically Characterizing Ring-eddy Atmospheric Turbulence
Emanating Sound, Universal Collision Obviation and Reduced Near-
Miss and Tactical Integrated Illumination Countermeasure
Technology.


FORD MOTOR: District Court Approves VEBA Health Care Trust Fund
---------------------------------------------------------------
The Detroit Free Press reports that U.S. District Court Judge
Robert Cleland in Detroit approved, on Friday, the creation of the
Voluntary Employee Beneficiary Association, an indendent union-
controlled trust fund for Ford Motor Company employees.  Ford will
be turning over to the United Auto Workers union retiree health
care obligations.

According to a UAW Report, Ford agreed to fund the VEBA in a
manner sufficient to provide benefits at current levels on a
lifetime basis for current and future retirees, based on
reasonable projections.

The Detroit Free Press, relates that the ruling indicated that
Ford, together with General Motors Corp. and Chrysler LLC, can
make a go at the funds.  Judge Cleland approved GM's VEBA on
July 31, and Chrysler's on August 4.

The UAW Report recounts that Ford's VEBA trust pays benefits
beginning Jan. 1, 2010.  In order to secure long-term funding for
retiree health care, Ford will continue to pay for retiree health
care directly until 2010 (at a cost of roughly $ 2.2 billion), and
also contribute $13.2 billion in cash and securities to the
independent VEBA trust.

According to The Wall Street Journal, Ford vowed in August to
continue operating three former Visteon Corp. plants beyond 2008
as it attempts to find buyers in an ever-tightening market.  Ford
took back 17 factories and facilities back from Visteon, its
financially struggling parts supplier and former subsidiary.  The
Journal said the plants were placed in the Automotive Components
Holdings unit created by Ford in October 2005.  To date, the unit
has sold five plants, will close three this year and has
nonbinding sale agreements on two other facilities, WSJ says.

Separately, Ford Motor Credit told investors early in August that
it is substantially scaling back the number of vehicles it expects
to lease and warned that if market conditions continue to
deteriorate, further losses could place Ford Credit's lending plan
at further risk, the Journal says.  According to the Journal, Jim
Farley, Ford's global vice president for marketing and
communications, said during a call with analysts, that "we are
rebalancing our marketing incentives to really focus on retail
[loans]. We've been actually doing that for several months and it
has been very effective in rebalancing our portfolio."

                     About Ford Motor Co

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects
these: (i) the further deterioration in Ford's U.S. sales as a
result of economic conditions, an adverse product mix and the most
recent jump in gas prices; (ii) portfolio deterioration at Ford
Credit and heightened concern regarding economic access to capital
to support financing requirements; and (iii) escalating commodity
costs that will remain a significant offset to cost reduction
efforts.


GENERAL MOTORS: Deserves $50BB Gov't-Backed Loans, Mr. Lutz Says
----------------------------------------------------------------
ABI World reports that General Motors vice chairman Robert A. Lutz
said that automakers are "deserving" of as much as $50 billion in
government-backed loans so that they can build more fuel-efficient
cars.  Mr. Lutz made the statement to reporters at an event near
Chicago where G.M. showed off its 2009 lineup, according to Nick
Bunkley of The New York Times.

As reported by the Troubled Company Reporter on Aug. 26, 2008, the
Big Three auto makers and their suppliers are now seeking
significantly more help from the federal government.  

The Detroit Free Press reported earlier in August that top
executives at Ford Motor Co., General Motors Corp., and Chrysler
LLC had a meeting and decided to ask for financial aid from the
feds.  There is no consensus as to how much do auto executives
want, people familiar with the talks say, according to The Wall
Street Journal.  But reports say it could be between $40 billion
and $50 billion. The auto makers would like to have a funded plan
in place by the end of 2008.

The companies have already been authorized to receive $25 billion
government-backed loans approved as part of an energy bill last
year.  The loans have yet to be funded.

David Cole, president of the Center of Automotive Research in Ann
Arbor, Mich., denied the funding is a bailout in its entirety, WSJ
says.  

"This is actually more like the government acting like a banker as
it begins to look at the major consequences of a major failure in
the auto industry," he said.  The current funding is reportedly
aimed at making the Big Three more competitive.

                    About Chrysler LLC

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

                      About Ford Motor Co

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects
these: (i) the further deterioration in Ford's U.S. sales as a
result of economic conditions, an adverse product mix and the most
recent jump in gas prices; (ii) portfolio deterioration at Ford
Credit and heightened concern regarding economic access to capital
to support financing requirements; and (iii) escalating commodity
costs that will remain a significant offset to cost reduction
efforts.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs          
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.


GENOIL INC: Posts C$1.1MM Net Loss in 2008 1st Qtr. Ended June 30
-----------------------------------------------------------------
Genoil Inc. reported a net loss of C$1,133,718, on revenues of
C$13,932, for the first quarter ended June 30, 2008, compared
with a net loss of C$4,315,637, on zero revenues, in the same
period in 2007.

At June 30, 2008, the company's consolidated balance sheet showed
C$5,300,680 in total assets, C$3,733,220 in total liabilities, and  
C$1,567,460 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $724,364 in total current assets
available to pay C$3,586,315 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?3180

                       Going Concern Doubt

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

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

                        About Genoil Inc.

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

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


GREEKTOWN CASINO: Creditors Panel Balks at Oct. 31 Claims Bar Date
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Greektown Casino
LLC and its debtor-affiliates' Chapter 11 cases opposes the
Debtors' request to set Oct. 31, 2008, as the deadline for filing
proofs of claim.

As reported in the Troubled Company Reporter on Aug. 6, 2008, the
Debtors asked the Court to establish Oct. 31, 2008, at 8:00 p.m.,
prevailing Eastern Time, as the deadline for all creditors,
including individual, partnership, joint venture, corporation,
estate, trust and governmental units, to file proofs of claim
against them that arose before the date of bankruptcy.

A meeting of creditors was held by the U.S. Trustee pursuant to
Section 341 of the U.S. Bankruptcy Code on July 2, 2008. Pursuant
to Local Rule 3003-1 of the Local Rules of Bankruptcy Procedure
for the Eastern Michigan Bankruptcy Court, the last date for the
filing of proofs of claim is set 90 days after the first date
scheduled for the 341 Meeting.  Thus, the Court generated a notice
establishing Sept. 30, 2008, as the deadline to file a proof of
claim.

The Debtors, however, believe that it is in the best interest
of all parties for the Court to establish Oct. 31, 2008, as the
new claims bar date.  The Debtors believe that such date will
give all creditors, including governmental units, ample
opportunity to prepare and timely file proofs of claim.

Representing the Official Committee of Unsecured Creditors, Robert
D. Gordon, Esq., at Clark Hill PLC, in Detroit, Michigan, says
that Section 502(b) of the U.S. Bankruptcy Code provides that a
proof of claim of a governmental unit will be timely filed if it
is filed before 180 days after the petition date or at a later
time as the Federal Rules of Bankruptcy Procedure may provide.

Mr. Gordon contends that since the Oct. 31, 2008 Claims Bar Date
proposed by the Debtors also covers governmental units and is only
155 days after the Petition Date, the Debtors' attempt to reduce
the time period for governmental units to file proofs of claim is
not authorized by the Bankruptcy Code.

Since a notice fixing a general claims bar date has been
previously been issued in the Debtors' cases, there should be a
clarification in the Debtors' proposed order for the Claims Bar
Date that the Order does not refer to the previous claims bar
date notice of the Court and that the Order supersedes the
previous notice, Mr. Gordon points out.

The proposed Order also provides that the Bar Date is binding on
unknown and known creditors.  The Committee believes that this
particular provision is inappropriate because unknown creditors
who are not receiving actual or publication notices should not be
bound by the Bar Date.  

Mr. Gordon adds that:

   -- the Claims Bar Date Notice is confusing and lacks clarity
      because some of the Notice's footnotes are incorrectly
      numbered and are vague in providing notice to claims
      holders under Section 503(b)(9) of the separate procedures
      established for submitting proofs of claim; and

   -- the Claims Bar Date Notice's provision of "apprising
      claimants that failure to comply with the Claim Filings
      Procedures will result in the claim being forever barred
      and discharges should" is also unclear and should be
      highlighted in bold lettering.

The Committee suggests that various headings and subheadings
should be inserted in the Claims Bar Date Notice to enable
creditors to easily digest the information in the Notice and for
the Debtors to make certain other organizational amendments to
it.

                      About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Can Hire Honigman Miller as Special Counsel
-------------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates obtained permission
from the Honorable Walter Shapero of the U.S. Bankruptcy Court for
the Eastern District of Michigan to employ Honigman Miller
Schwartz and Cohn LLP as their special counsel.

The Debtor's CFO, Clifford J. Vallier, told the Court that
Honigman has served as the Debtors' general counsel since 2004 and
the firm has provided the Debtors with a variety of prepetition
legal services.  He averred that the Debtors will need continuing
legal representation during the duration of their Chapter 11
cases.

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

Honigman Miller is expected to:

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

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

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

   (d) negotiate, draft and analyze contracts;

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

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

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

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

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

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

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

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

As reported in the Troubled Company Reporter on June 30, 2008,
Habbo G. Fokkena, the U.S. Trustee for Region 9, asked the Court
to deny the Debtors' request to employ Honigman Miller as special
counsel.  The Trustee argued that the Honigman Application
concedes the firm is not disinterested and could not qualify for
employment as general counsel under Section 327(a) of the U.S.
Bankruptcy Code.

                      About Greektown Casino

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

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

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

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


HEAVEN INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Heaven Investment Holding Corp.
        1401 El Camino Ave. No. 410
        Sacramento, CA 95815

Bankruptcy Case No.: 08-32280

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: August 29, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Yasha Rahimzadeh
                  980 9th St. 16th Fl.
                  PMB 1021
                  Sacramento, CA 95814
                  Tel (916) 337-8066

Total Assets: $21,120,000

Total Debts: $30,571,763

Debtors' List of 20 largest unsecured creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Malibu Recoventance LLC (JCRA) Mortgage             $13,329,669
P.O. Box 4987                  Value of security
Chatsworth, CA 91311           - $13,000,000

Michael Samson                                       $1,500,000
619 47th Ave.
San Francisco, CA 94121

Al Stewart & Doug Jansen                               $700,000
13760 Tank Drive
Pine Groove, CA 95665

Ozair Abdullah                                         $555,000
18522 Pine View Square
Leezburg, VA 20176

Bill &Carolyn Wilson           Deed of Trust           $530,000
6691 Gibson Canyon Rd.         Value of Security
                               - $600,000      

Nazim Hashim                                           $500,000
20332 Via Galileo
Porter Ranch, CA 91326

Telgraph Garden Apts.                                  $400,000
9646 West Vista
Hillsboro, MO 63050

Olivia Raya                                            $270,000
684 San Jose Ave. Ste. A
San Francisco, CA 94110                

Dolores LeBlue                                         $200,000

Ed Sarna                                               $190,000

Bimal Singh                                            $190,000

Olga Biasiol                                           $180,000

Jeff & Debbie Buchanan                                 $165,000

Laila Bhamani                                          $150,000

Marvin & Elena Booth                                   $140,000

Tatyana Mironova                                       $135,000

Brent Fredricksen                                      $130,000

Harnesk Nijjar                                         $125,000

Ferishta Kulaly                                        $125,000

Anne Fisher                                            $114,000


HICKORY HUT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hickory Hut, Inc.
        dba Old Town Grill & Bistro
        P.O. Box 64
        Helotes, TX 78023

Bankruptcy Case No.: 08-52533

Type of Business: The Debtor runs a bistro.

Chapter 11 Petition Date: August 30, 2008

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  Email: dwgreer@sbcglobal.net

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Jeannie H. Pircher               Loan                  $378,347
1445 CR 2615
Rio Medina, Texas 78066

Cattaro Investments LLC          Loan                  $280,000
11445 2615
Rio Medina, TX 78066

United Managers Group, Inc.      Loan                  $278,000
1445 Cr 2615
Rio Medina, TX 78066

Domaine Builders, LLC            Services              $200,000
1445 Cr 2615
Rio Medina, TX 78066

Ben E. Keith                     Supplies               $17,570
P.O. 34810
San Antonio, TX 78265

John Bezdeck Insurance           Insurance              $10,000

Ifc Credit Corp                  Equipment Leasing       $9,035

Frost Bank                       Trade Debt              $8,707

State Comptroller of Public Ac   Sales Taxes             $8,000

U.S. Foodservice, Inc.           Service                 $7,206

Sylvia S. Romo                   Property Taxes          $7,034

Sysco Foods                      Supplies                $6,177

Lupe Rubio Construction Co Inc   Construction            $4,000

Grey Forest Utilities            Utilities               $4,000

Pure Hart Production LLC         Supplies                $2,500

Coca Cola Bottling Company       Supplies                $2,277

City Public Service              Electric                $2,277

ASCAP                            Services                $2,170

BMI                              Services                $1,832

Blue Cross/Blue Shield           Insurance               $1,415


HOW COS: Deputy Receiver Sets Jan. 12, 2009 as Claims Bar Date
--------------------------------------------------------------
Alfred W. Gross, deputy receiver appointed in the liquidation
proceeding of Home Warranty Corporation, Home Owners Warranty
Corporation, and How Insurance Company, established Jan. 12, 2009,
as deadline by which all proofs of claim against the company
should be filed.

Claims must be submitted to:

   The Deputy Receiver
   Proof of Claim Department
   HOW Companies, in Receivership
   P.O. Box 1557
   Tucker, Georgia 30085-1557

On June 13, 2008, the State Corporation Commission of the
Commonwealth of Virginia entered its order approving plans of
liquidation for the HOW Companies.  The plan, among other things,
authorized the deputy receiver to establish a bar date for claims
including contingent or unliquidated claims.

Claims filed after the claims bar date will be barred from sharing
in the assets of the companies until timely approved claims are
paid in full, unless these filed claims are exempt from the claims
bar date.

HOW Companies -- http://www.howcorp.com/-- marketed a home  
warranty insurance program before the inception of receivership
proceedings.  The program issued builder liability insurance
policies and home owner warranty certificates, which provided
coverage for at least 10 years to homes throughout the United
States.


IGNIS PETROLEUM: Names Geoff Evett as Acting CEO and Chairman
-------------------------------------------------------------
Ignis Petroleum Group, Inc. disclosed that several changes have
been implemented over the last 12 to 18 months, most notably its
management structure.  Geoff Evett now acts as CEO and Chairman of
the company's Board of Directors.

The four areas Mr. Evett has been concentrating his efforts on
have been the restructuring of Ignis's capital structure,
especially in view of the convertibles outstanding with the
company's senior creditor, rationalizing the cost structure of the
organization, assessment of the current project portfolio and,
finally, the identification of new projects.

                         Capital Structure

Ignis and the company's senior creditor have executed a new
agreement under which the conversion price of the debentures held
has been fixed at $0.03.  This is the first step in the
recapitalization process for the company and one management deems
imperative to start building shareholder value.  Without the
agreement, the overhang of the convertibles would be of an
uncertain magnitude, effectively rendering further investment in
the company a very tough prospect.  With the agreement executed,
the overhang is now quantifiable and allows for management to
pursue further opportunities.  The dialogue with the creditor is
positive and constructive and Management expects further
announcements to be made regarding the capital restructuring.

The Troubled Company Reporter on Aug. 12, 2008, Ignis disclosed
that on July 18, 2008, it executed a forbearance agreement with YA
Global Investments, L.P.  Under the terms of the agreement, Ignis
has agreed to pay YA Global $55,000 monthly for the period of the
forbearance agreement.  YA Global has agreed to a restructuring of
the debentures.  Under the new agreement, the debentures have a
fixed conversion price of $0.03.

                       Cost rationalization

Management has been downsized and many other costs the previous
Management carried have been cut.  As a result, Ignis is now
generating a positive cash flow, enabling the organization to put
in place its restructuring program.

                             Projects

The ACOM A6 well has been productive and has generated a positive
cash flow for the company.  The well is currently under a workover
and production is anticipated to restart as soon as this is
completed.  Upon recommencement of production, the company will
assess the feasibility of adding production capacity, both in
terms of investment required and in terms of logistics capacity.
The latter is of importance as the capacity to transport oil out
of the area seems to be near full capacity at present.  The
project with W. B. Osborn Oil & Gas Operations to develop the
field located in Montague and Cooke Counties, Texas, continues to
progress and add to production.  The project has recently reached
breakeven and Silverpoint Capital, the capital provider for the
project, has only now started to recoup its investment.  The way
the deal is structured is that Ignis will start earning its
working interest once Silverpoint has recovered its original
investment plus a certain return.  Even though no revenues are
accruing to Ignis from this project as yet, the fact that it has
reached breakeven and has started to generate a positive cash flow
has created definite value to the company.

At present there are no exploration or exploitation activities at
the Sherburne project as Management has decided that certain
technicalities make the economic viability of the project too
risky a prospect to pursue at present.  The rights, however, have
been retained.

The Barnett Shale wells (unrelated to the WBO project) to date
have proven unproductive and Management has decided to, for the
time being, not engage in risky investments on this project.

                           New Projects

The Board of Directors has deemed the Liberty Hills project, which
the company was pursuing, as not suitable for the Ignis portfolio.
As a result, the company is now in a position to actively pursue
new opportunities.  Ignis is in discussions on a number of fronts.
With its new management structure and contacts within industry,
the company has the ability to engage the services of certain very
highly regarded energy professionals to judge the merits of new
projects.  With the financial and business acumen of the Board,
the Company is positive on the prospect of securing new and
profitable projects that will create significant shareholder
value.  New projects will have to comply with strict criteria.  
There will be no wildcatting and projects with a high exploration
risk will not be considered.  Management prefers projects where
proven reserves can be extended through targeted exploration or
where new technologies can add significantly to the already
established production flow.  Furthermore, Management said it will
assess the projects it currently holds a working interest in for
production expansion.

Mr. Evett, Chairman of the Board and CEO, stated, "We have done a
lot of work these last [12] to [18] months in restructuring the
organization and have put Ignis on a new footing, enabling us to
actively pursue new opportunities. We now have the capital
structure, management, industry connections and links to financial
partners that will enable us to do so.  Furthermore, we are cash
flow positive, which allows us time to analyze properly new
prospects.  We are confident we have been and are doing what is
needed to put value into Ignis, and I look forward to informing
our shareholders on a more regular basis."

                      About Ignis Petroleum

Ignis Petroleum Group, Inc. -- http://www.ignispetro.com/-- is a  
Dallas-based oil and gas production company focused on
exploration, acquisition and development of crude oil and natural
gas reserve in the United States.  The company's management has
closely aligned itself with strategic industry partnerships and is
building a diversified energy portfolio.  It focuses on prospects
that result from new lease opportunities, new technology and new
information.


INDYMAC BANCORP: Court Dumps Suit Against Bank, FDIC
-----------------------------------------------------
ABI World reports that the Hon. John G. Koeltl of the U.S.
District Court in Manhattan dismissed a lawsuit against IndyMac
Bancorp Inc. and the Federal Deposit Insurance Corp.  The suit
alleges that IndyMac Bank hired appraisers who inflated home
values so the bank could charge higher interest rates on home
equity loans.

Reuters' Martha Graybow says Virgen Cedeno accused IndyMac of
concealing the nature of its relationship with outside appraisers,
saying she was misled about the equity in her home because of an
inflated appraisal of her home's value.  Ms. Cedeno is a resident
of Brooklyn, New York.  According to Reuters says, the Plaintiff
alleged she obtained an $80,000 line of credit from IndyMac
secured by her property, and was charged a $500 appraisal fee.

Judge Koeltl, according to Reuters, held that Ms. Cedeno failed to
state adequate claims, and said her state law claims were pre-
empted by federal law.  The Court dismissed claims against IndyMac
and the FDIC for alleged violations of the federal Real Estate
Settlement Procedures Act and Truth in Lending Act, Reuters says.

Reuters notes that the complaint sought class action status.

                      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.


INTERNATIONAL RECTIFIER: Board Rejects Unsolicited Vishay Buyout
----------------------------------------------------------------
International Rectifier Corporation's board of directors
unanimously determined that the unsolicited, non-binding proposal
by Vishay Intertechnology, Inc. to acquire all of the outstanding
shares of the company for $21.22 per share in cash is not in the
best interests of the company and its shareholders.

"[Vishay] is probably going to comeback with another offer or
proposal," The Wall Street Journal quoted Argus Research analyst
Jim Kelleher as saying.

The Board reviewed the proposal with the assistance of Goldman,
Sachs & Co., as financial; adviser, and Fried, Frank, Harris,
Shriver & Jacobson LLP, as legal adviser.

"Vishay's proposal significantly undervalues the Company and its
future prospects when compared to the shareholder value realizable
under our recently adopted strategic plan," Richard J. Dahl,
chairman of the company's board said.  "On Aug. 1, 2008, we
announced that the Company had successfully completed the
restatement process of prior financial periods.  The Company has
also added considerable strength and depth to its senior
management team during the past year and is poised to enhance its
competitive position in the marketplace.

"The Board believes that the proposal by Vishay does not value the
Company and its future prospects appropriately.  In our judgment,
IR shareholders will be better served by allowing management to
move forward with its strategic plan. We believe that IR's
valuation is still under the cloud of legacy issues.  The Board
and our management team look forward to executing the exciting
opportunities available to our Company and to delivering this
value to our shareholders," concluded Mr. Dahl.

"We look forward to fulfilling our potential as we continue to
follow our strategic plan and focus on long term value creation
for our shareholders," Oleg Khaykin, Chief Executive Officer of
the company added.

The company delayed 2007 Annual Meeting of Stockholders will be
held on Oct. 10, 2008, where the stockholders will elect the class
one directors.  The record date for the 2007 Annual Meeting is
Sept. 19, 2008.

                 About International Rectifier

International Rectifier Corporation -- http://www.irf.com/--
(NYSE:IRF) is in the power management technology business. IR's
analog, digital, and mixed signal ICs, and other advanced power
management products enable high performance computing and save
energy in a wide variety of business and consumer applications.  
IR's customers include manufacturers of computers, energy
efficient appliances, lighting, automobiles, satellites,
aircraft, and defense systems.

                             *   *   *

As reported in the Troubled Company Reporter on Aug. 21, 2008,
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on El Segundo, Calif.-based International Rectifier
Corp. (IR) would remain on CreditWatch with negative implications,
where it was placed on April 9, 2007, because of an accounting
investigation that prevented the company from filing financial
statements.


JOHN WOLFE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John Wolfe Auto Group, L.P.
        dba Wolfe Ford-Mercury
            Wolfe Dodge Chrysler Jeep
        2803 Wilbarger
        Vernon, TX 76384

Bankruptcy Case No.: 08-70341

Type of Business: The Debtor is an auto dealer.

Chapter 11 Petition Date: August 25, 2008

Court: Northern District of Texas (Wichita Falls)

Judge:  Harlin DeWayne Hale

Debtor's Counsel: Edwin Paul Keiffer
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel (214) 651-6517
                  Fax (214) 744-2615
                  Email pkeiffer@wgblawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb08-70341.pdf


KIMBALL HILL: BMO Capital Seeks to File Consolidated Claim
----------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates, and BMO Capital
Markets, fka Harris Nesbitt Corp., agreed, in a Court-approved
stipulation, that BMO may file one master proof of claim for its
claims in connection with a certain purchase agreement between the
parties.

Prior to the date of bankruptcy, the Debtors and BMO Capital are
parties to a Purchase Agreement in connection with the issuance by
Kimball Hill, Inc., of 10-1/2% Senior Subordinated Notes in the
principal aggregate amount of $203,000,000.  BMO is the initial
purchaser under the Purchase Agreement.

BMO will be deemed to have filed individually a proof of claim in
each of the Debtors' cases, upon filing the master proof of
claim.

The Stipulation does not intend to impair BMO's rights and
obligations to file additional proof of claims with respect to
any other claims against the Debtors.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest              
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Highland Wants Decision Made on Sales Contract
------------------------------------------------------------
Highland Six Twenty Residential, Ltd. asks the U.S. Bankruptcy
Court for the Northern District of Illinois to compel Kimball Hill
Inc. and its debtor-affiliates to immediately assume or reject a
certain residential sales contract.

Highland is a developer of residential construction projects, and
is responsible for developing and constructing the basic
infrastructure of a residential project before selling and
conveying lots to custom homebuilders.

Before the bankruptcy filing, the Debtors and Highland entered
into a Sales Contract pursuant to which the Debtors agreed to buy
and pay for 152 residential lots located at the Highland Horizon,
Phase 1, a subdivision in Williamson County, Texas.  Highland is
in the process of constructing streets, water distribution,
wastewater distribution system, sewer, and other improvements in
the Highland Horizon subdivision.

As further consideration for the Debtors' rights to purchase the
lots and as earnest money for the contemplated purchase, the
Debtors have placed with Highland an Irrevocable Standby Letter
of Credit for $858,000, issued by their debtor-affiliate National
Credit and Guaranty Corporation.

Highland notes that National Credit's Schedules of Assets and
Liabilities show no assets other than the $6,650,000 in
intercompany receivables, with obligations in excess of
$300,000,000.

Craig H. Cavalier, Esq., in Houston, Texas, points out that the
Debtors' financial commitment under the Contract total
$8,580,000, plus interest, on account of covenants requiring them
to:

   --  purchase or "take down" 40 of the 152 lots at a $2,000,000
       initial cost upon substantial completion of the
       improvements expected by September 15, 2008.  By that
       date, interest will begin to accrue;

   --  pay $1,000 for rights to purchase the designated lots; and

   --  purchase additional lots at the rate of 12 lots every 90
       days, beginning 180 days after the initial take down.

    -- take an additional 150 lots for the remaining commitment.

Highland notes that the Debtors seem to have a combined
postpetition credit facility of only $86,000,000.  Mr. Cavalier
points out that with the current estimated costs of construction,
the cost attributable to the Debtors for completing construction
on the Highland Horizon development is approximately $40,000,000.

Against these backdrop, Highland asks the Court to:

   (a) lift the automatic stay to allow it to provide updated
       notices related to building restrictions and other
       administrative matters pertaining to Highland Horizon
       building restrictions and other administrative matters;
       and

   (b) immediately terminate the Contract if the defaults are
       not cured.

In the alternative, Highland asks the Court to compel the Debtors
to immediately assume or reject the Sales Contract and
accordingly, provide adequate assurance of future performance  
should they elect to assume the Contract.

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest              
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Taps Paul Hastings as Special Counsel
-------------------------------------------------------------
Pursuant to Sections 327(e) and 330 of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure,
LandSource Communities Development, LLC, and its debtor-affiliates
seek the U.S. Bankruptcy Court for the District of Delaware's
permission to employ Paul, Hastings, Janofsky & Walker LLP as
their special counsel, nunc pro tunc to June 8, 2008.

Paul Hastings has represented Debtor Lennar Mare Island, LLC
since 1997, beginning with negotiations with the U.S. Department
of the Navy, the City of Vallejo, and the environmental
contractor, CH2M Hill Constructors, Inc., to set the amount of
the Navy grant that would fund the environmental clean up the
eastern early transfer portion of Mare Island.  Paul Hastings has
developed an institutional knowledge of the structure and
interplay of the many governing documents and the relationship of
LMI with the City of Vallejo, the Navy, CH2M Hill, and the
California Department of Toxic Substances Control.

For the last 12 years, Paul Hastings has also provided services
to variety of land use matters to The Newhall Land and Farming
Company, including the California Environmental Quality Act
compliance and litigation.  Paul Hastings advises on Newhall
projects from the initial planning stages through project
entitlement by local agencies.

As a special counsel to the Debtors, Paul Hasting is expected to:

   (a) advise LMI with respect to certain real estate, labor,
       land use, environmental, development, disposition, and
       transactional matters and Newhall with respect to certain
       real estate, land use, environmental, development,
       disposition, and litigation matters;

   (b) provide counseling and oversight related to environmental
       due diligence and the preparation of remedial action
       plans, risk management plans, environmental impact
       reports, and similar plans and reports;

   (c) attend meetings, work with local governments and state and
       federal agencies entitling or approving Newhall and LMI
       development and remediation projects, work with
       consultants assisting Newhall, LMI or the local
       governments and agencies with Newhall and LMI development
       and remediation projects, and negotiate with
       representatives of creditors, insurers, and other parties-
       in-interest on behalf of Newhall and LMI;

   (d) take all necessary action to protect and preserve the
       Debtors' estates in connection with the Debtors' real
       estate, labor, environmental, and land use matters,
       including appearing in court, researching, preparing
       documents, papers, reports, motions, instruments,
       agreements, and applications, and managing administration,
       claims, and insurance coverage issues in connection with
       environmental insurance policies;

   (e) defend any action commenced against the Debtors and
       represent the Debtors' interests in negotiations
       concerning real estate, labor, environmental, and land use
       matters and resolving disputes among various parties in
       connection with the Debtors' real estate, labor,
       environmental, and land use matters; and

   (f) perform all other necessary or otherwise beneficial legal
       services for the Debtors in connection with real estate,
       labor, environmental, and land use matters.

Paul Hastings will not be responsible for (a) appearances before
the Court and the U.S. Trustee for Region 2; (b) litigation in
the Court with respect to matters that are primarily disputes
involving issues of bankruptcy law; or (c) the provision of legal
advice within the bankruptcy, tax, or criminal law fields.  
Further, Paul Hastings will not be required to devote attention
to forming professional opinions as to, or advising the Debtors
with respect to, bankruptcy law.

Paul Hastings' customary hourly rates are:

    Professional                    Hourly Rate
    ------------                    -----------
    Partners                        $615 - $895
    Counsel                         $590 - $915
    Associates                      $310 - $665
    Paraprofessionals and Staff     $110 - $425

The firm's attorneys expected to be active in the Debtors'
Chapter 11 cases are:

   (a) Environmental Matters

       Professional                       Hourly Rate
       ------------                       -----------
       Gordon Hart, Partner                   $695
       Beth Pennington, Of Counsel            $640
       Jill Yung, Associate                   $495
       Michael Sharpless, Paralegal           $310

   (b) Land Use Matters

       Professional                       Hourly Rate
       ------------                       -----------
       Robert McMurry, Partner                $775
       A. Catherine Norian, Of Counsel        $665
       Elizabeth Hanks, Associate             $405
       Rosie Haq, Document Clerk/Paralegal    $155

Paul Hastings will also charge the Debtors for expenses it incurs
in connection with the engagement.

The Debtors owe Paul Hastings approximately $210,000 for legal
services related to prepetition matters.  Paul Hastings intends
to retain this claim against the Debtors and their estates.

Gordon Hart, a partner at Paul Hastings, disclosed that his firm
does not (a) represent or hold any interest adverse to the
Debtors with respect to the matters on which Paul Hastings seeks
to be employed; or (b) have any connection with the Debtors, any
creditors or other parties-in-interest, their respective
attorneys and accountants, or the United States Trustee.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Asks Court to Set Nov. 14 Claims Bar Date
-----------------------------------------------------------------
Pursuant to Rules 2002(a)(7),(f),(l), and 3003(c) of Federal
Rules of Bankruptcy Procedure and Section 502(b)(9) of the
Bankruptcy Code, LandSource Communities Development, LLC, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to:

   (a) set November 14, 2008, at 5:00 p.m. (prevailing Pacific
       Time) as the bar date for all persons and entities other
       than governmental units to file a proof of claim;

   (b) set December 5, 2008, at 5:00 p.m. (prevailing Pacific
       Time) as the bar date for all governmental units to file a
       proof of claim;

   (c) approve the proof of claim form;

   (d) approve the proposed bar date notice, with Sept. 19, 2008,
       as its anticipated mailing date; and

   (e) approve the form of notice procedures for the bar dates.

          Entities Not Required to File Proof of Claim

The Debtors propose that these entities be not required from
filing proofs of claim by the applicable bar date:

   (a) Any persons or entity that has already properly filed a
       proof of claim against a Debtor with the Bankruptcy Clerk
       or Kurtzman Carson Consultants LLC, the Debtors' official
       claims agent, in a form substantially similar to the
       Official Bankruptcy Form No. 10;

   (b) Any person or entity whose claim is listed on Schedule D,
       E, or F in the Debtors' schedules of assets and
       liabilities, and (i) the claim is not described as
       "disputed," "contingent," or "unliquidated"; (ii) the
       claimant agrees with the amount, nature, and priority of
       the claim stated in the Schedules, and (iii) the claimant
       agrees that the claim is an obligation of the specific
       Debtor which has listed the claim in its Schedules;

   (c) Any holder of a claim that has been allowed by order of
       the Court extended prior to the applicable Bar Date;

   (d) Any person or entity whose claim has been satisfied in
       full prior to the applicable Bar Date;

   (e) Any Debtor holding a claim against another Debtor;

   (f) Any officer, director, or employee for a claim for
       indemnification, contribution, or reimbursement;
       provided, however; any officer, director, or employee
       must file a Proof of Claim if they wish to assert any
       other claims against any of the Debtors, unless another
       exception identified applies;

   (g) Any holder of a claim allowable under Sections 503(b) or
       507(a) of the Bankruptcy Code as an administrative
       expense of the Debtors' Chapter 11 cases;

   (h) Any person or entity that holds an interest in any
       Debtor, which interest is based upon the ownership of
       common or preferred stock, membership interests,
       partnership interests, or warrants, sell or subscribe to a
       interest; provided, however, that any interest holder who
       wishes to assert any claim against any of the Debtors that
       arises out of the ownership the interest must file its
       Proof of Claim before the Bar Date; and

   (i) Any holder of a claim for which the Court has already
       fixed a specific deadline to file a Proof of Claim.

Mr. Collins notes that at this time, the Debtors do not seek to
set a bar date for the filing of proofs of equity interests.  
"The Debtors may move the Court to establish a bar date for
filing the proofs of interests in the future," Mr. Collins adds.

                   Filing and Notice Procedures

All persons and entities, including individuals, partnerships,
corporations, joint ventures, trusts, and Governmental Units,
that assert a claim, as defined in Section 101(5) of the
Bankruptcy Code, against the Debtors which arose before the
Petition Date, should file a Proof of Claim before the Bar Date;

Any person or entity that asserts a claim that arises from the
rejection of an executory contract or unexpired lease must file a
proof of claim based before the later of (i) the Bar Date, or
(ii) the date that is 20 days following the effective date of the
rejection; provided, however, that a party to an executory
contract or unexpired lease that asserts a claim on account of
unpaid amounts accrued and outstanding as of the Petition Date
must file a Proof of Claim before the Bar Date.

The Debtors note that any holder of a claim who is required, but
fails, to file a Proof of Claim before the proposed bar date will
be forever barred, estopped, and enjoined from asserting the
claim against them.

The Debtors, with the assistance of KCC, have prepared a proof of
claim form, based upon Official Form 10 and tailored to the
Debtors' Chapter 11 cases.  A full-text copy of the Proof of
Claim Form is available for free at:

               http://ResearchArchives.com/t/s?310b

The Debtors propose to mail notice of the bar dates to various
parties.  The Debtors will also publish the Bar Date Notice once
in New York Times (National Edition) and once in the Los Angeles
Times, each at least 45 days prior to the Bar Date, thus
satisfying the 20-day notice requirements of Rule 2002(a(7) of
the Federal Rules of Bankruptcy Procedure.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).  
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Taps D&T as Auditor and Accountant
----------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Rules 2014 and 2014-1 of the Local Rules of Bankruptcy Practice
and Procedure of the United States Bankruptcy Court for the
District of Delaware, LandSource Communities Development, LLC, and
its debtor-affiliates seek the Court's permission to employ
Deloitte & Touche LLP as their independent auditors and
accountants nunc pro tunc to July 25, 2008, pursuant to the terms
of engagement letters dated as of:

   (a) July 21, 2008, between LandSource Communities Development
       LLC and D&T;

   (b) July 21, 2008, between Lennar Mare Island, LLC and D&T;

   (c) June 30, 2008, between The Newhall Land and Farming
       Company and D&T; and

   (d) June 30, 2008, between Tournament Players Club at
       Valencia, LLC, and D&T.

D&T has served as the independent auditors for LandSource
Communities Development LLC and certain its affiliates for over
10 years.

As the Debtors' independent auditors and accountants, D&T is
expected to:

   (1) audit and report the financial statements of:

         (i) LandSource Communities Development LLC;

        (ii) Lennar Mare Island, LLC; and The Newhall Land and
             Farming Company; and

       (iii) Tournament Players Club at Valencia, LLC; and

   (2) perform other accounting services for the Debtors as
       may be necessary, to the extent permitted under
       professional standards and as agreed to between the
       Debtors and D&T.

D&T's current hourly billing rates are:

   Professionals                      Hourly Rate
   -------------                      -----------
   Partner/Principal/Director         $400 - $500
   Senior Manager                     $350 - $400
   Manager                            $300 - $350
   Senior Accountant                  $220 - $300
   Staff Accountant                   $150 - $220
   Administrative Staff                $75 - $100

As of the Petition Date, the Debtors owe D&T $19,000 for
professional services rendered prior to the Petition Date.  
Subject to and contingent upon the Court's approval of D&T's
application, D&T has agreed to waive its Claim.

D&T will also seek payment of compensation and reimbursement of
expenses it will incur while performing its services to the
Debtors.

An affiliate of D&T, Deloitte Tax LLP, has provided tax services
to the Debtors if so requested and as may be approved by the
Court.  Further, D&T provides and will continue to provide
services to two of the Debtors' sponsors Lennar Corporation and
LNR Property Corporation.

Benjamin Fried, CPA, a partner at D&T, assures that Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Panel May Retain Pachulski as Lead Counsel
------------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the Official Committee of Unsecured
Committee's retention of Pachulski Stang Ziehl & Jones LLP as its
lead counsel.  Judge Carey overruled Barclays Bank PLC's objection
to the terms of Pachulski's retention.

The Official Committee of Unsecured Creditors said Pachulski Stang
Ziehl & Jones LLP has already created three separate billing
categories relating to its investigation and analysis of the
claims under the Final DIP Order.  Laura D. Jones, Esq., a partner
at the firm, informed the Court that the challenge billing
category relates to services rendered for prosecuting any motion
or lawsuit and related work to either:

   (a) challenge the extent, validity, priority, perfection or
       enforceability of the debt or liens of the lenders,

   (b) challenge the release of any claims against the
       lenders, or

   (c) bring any claims against the lenders.
   
The Investigation billing category relates only to investigation
of the extent, validity, priority, perfection, and enforceability
of any of the First Lien Obligations and the Second Lien
Obligations.  The Valuation billing category, on the other hand,
relates to preparing a motion directly relating to whether the
Lenders are oversecured or undersecured.

The Final DIP Order establishes reserves that may be used in
connection with potential valuation and lien challenges.  Ms.
Jones argued that nothing in the Final DIP Order provides that
Pachulski is not allowed to bill in excess of any of the reserved
amounts to any of the billing categories.  "Any assertion that
the Final DIP Order has established a 'cap' on the fees of the
Firm or the Debtors' counsel is meritless," Ms. Jones avered.

According to Ms. Jones, Pachulski's fees are subject to review by
all parties-in-interest and a Court approval.  If Pachulski's
fees exceed the reserve amounts, the First Lien Lenders have a
right to object to the fees.  If the Court allows the fees, then
pursuant to Section 1129(a)(9) of the Bankruptcy Code the fees
will need to be paid for the Debtors to confirm a plan of
reorganization.

Ms. Jones asserted that there is no basis to which a non-reserve
amount allowed fees should come from the recoveries of the
general unsecured creditors.  Ms. Jones said that the First Lien
Lenders have not cited to a single case supporting the assertion.  
"The First Lien Lenders should not be allowed to cherry pick
which professionals should be paid and which professionals should
not be paid," she added.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).


LASALLE COMMERCIAL: Fitch Cuts and Assigns Rating on 2 CMBS Deals
-----------------------------------------------------------------
After a review of the LaSalle Commercial Mortgage Securities Inc.,
series 2006-MF3 and 2006-MF4 small balance U.S. CMBS transactions,
Fitch downgrades and assigns distressed recovery ratings to these
bonds:

LASL Series 2006-MF3
  -- $13.0 million class C to 'BBB' from 'A';
  -- $8 million class D to 'BB+' from 'BBB';
  -- $3.7 million class E to 'BB' from 'BBB-';
  -- $4.9 million class F to 'B-' from 'BB+';
  -- $6.8 million class G to 'CCC/DR5' from 'B+';
  -- $2.5 million class H to 'C/DR6'from 'B-';
  -- $1.9 million class J to 'C/DR6' from 'CCC/DR1';
  -- $1.2 million class K to 'C/DR6' from 'CC/DR5'.

LASL Series 2006-MF4
  -- $11.8 million class C to 'BBB+' from 'A';
  -- $9 million class D to 'BBB-' from 'BBB+';
  -- $2.3 million class E to 'BB+' from 'BBB';
  -- $4.5 million class F to 'BB+' from 'BBB-'.
  -- $7.9 million class G to 'CCC/DR1' from 'BB';
  -- $2.3 million class H to 'CC/DR5' from 'B+';
  -- $1.7 million class J to 'C/DR6' from 'B-';
  -- $1.7 million class K to 'C/DR6' from 'CCC/DR2';
  -- $1.1 million class L to 'C/DR6' from 'CC/DR4';
  -- $564,000 class M to 'C/DR6' from 'CC/DR5'.

In addition, Fitch places the following classes on Rating Watch
Negative:

LASL Series 2006-MF3:

  -- $364.0 million class A at 'AAA';
  -- $8 million class B at 'AA'.

LASL Series 2006-MF4:

  -- $357.1 million class A at 'AAA';
  -- $7.9 million class B at 'AA'.

Fitch also affirms the following classes:

LASL 2006-MF3:

  -- Interest-only class X at 'AAA';
  -- $2.5 million class L at 'C/DR6';
  -- $1.2 million class M at 'C/DR6'.

LASL 2006-MF4:

  -- Interest-only class X at 'AAA'.

The class N certificates in both transactions deals are not rated
by Fitch.

The downgrades and Rating Watch Negative placements are the result
of additional specially serviced loans and increased loss
expectations since Fitch's last rating action. Both transactions
are expected to incur losses which will deplete the non-rated
classes as well as several non-investment grade classes, thus
negatively impacting current credit enhancement to all classes.

The transaction's delinquencies far exceed the average
delinquencies of typical CMBS deals. Total delinquencies for each
transaction are as follows LASL 2006-MF3, 13.7% and LASL 2006-MF4,
7.5%.

In estimating loan losses, Fitch reviewed recent evaluations or
appraisals provided by the special servicers, and applied haircuts
to determine Fitch's expected loss. These losses were then applied
to the individual transactions per the documents and new credit
enhancement levels were calculated.

The transactions are collateralized by small balance commercial
loans secured by multifamily, mobile home park and mixed use
properties. The transactions are geographically diverse with
significant concentrations in Texas, Arizona, Florida and Ohio.
The loans are smaller than typical CMBS loans with a weighted
average loan size of $1,142,614 ranging from approximately $90,000
to $5,000,000, and in some instances are not structured as single
purpose entities and are full recourse.


LE JARDIN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Le Jardin, LLC
        The Moore Law Group, LLC
        c/o John A. Moore, Esq.
        1745 Martin Luther King Jr. Drive
        Atlanta, GA 30314
        Tel: (404) 758-9111

Bankruptcy Case No.: 08-77019

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Le Jardin, LLC                                 08-77019
BOJ Homes at Twin Lakes, LLC                   08-77022
BOJ Twin Lakes Investments, LLC                08-77024
BOJ Reserve Investments, LLC                   08-77025
Retail at Le Jardin, LLC                       08-77027

Type of Business: The Debtor is a real estate corporation

Chapter 11 Petition Date: August 29, 2008

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: John A. Moore, Esq.
                  The Moore Law Group, LLC
                  1745 Martin Luther King Jr. Drive
                  Atlanta, GA 30314
                  Tel: (404) 758-9111
                  Fax: 888-553-0071
                  Email: jmoore@moorelawllc.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


LEHMAN MORTGAGE: DBRS Puts Low-B Ratings on $3.68MM Class Certs.
----------------------------------------------------------------
DBRS assigned these ratings to the Mortgage Pass-Through
Certificates, Series 2008-6 issued by Lehman Mortgage Trust,
Series 2008-6.

-- $66.20 million Class 1-A1 rated at AAA
-- $6.62 million Class 1-A2 rated at AAA
-- $41.10 million Class 2-A1 rated at AAA
-- $10.28 million Class 2-A2 rated at AAA
-- $5.14 million Class 2-A3 rated at AAA
-- $41.10 million (notional) Class 2-AIO rated at AAA
-- $6.61 million Class B1 rated at AA
-- $2.79 million Class B2 rated at A
-- $1.76 million Class B3 rated at BBB
-- $2.28 million Class B4 rated at BB
-- $1.40 million Class B5 rated at B

The AAA ratings on the Class A series certificates reflect the
12.00% of credit enhancement provided by subordination.  The AA,
"A", BBB, BB, B ratings on Classes B1, B2, B3, B4, B5 reflect the
7.50%, 5.60%, 4.40%, 2.85%, 1.90% of credit enhancement,
respectively, provided by classes subordinate thereto.  The Class
B6 Certificates are not rated by DBRS.

The ratings on the certificates also reflect the quality of the
underlying assets and the capabilities of Aurora Loan Services LLC
as master servicer and primary servicer.  Wells Fargo Bank, N. A.
will serve as trustee.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th of each month, commencing in
September 2008 in the following order:

   1) current and unpaid interest to Senior Certificates relating
      to the respective mortgage pools;

   2) principal amount to the Senior Certificates in their  
      respective pools;

   3) current and unpaid interest to the subordinate certificates;

   4) principal amount to the subordinate certificates,
      sequentially from Class B1 to B6 in numerical order.

Unless paid down to zero, unscheduled principal will be paid
exclusively to the Senior Certificates for the first seven years
and disproportionately in years eight through 11, subject to
performance tests.  Additionally, if senior credit enhancement
doubles during the first three years and performance tests are
satisfied, subordinate classes will receive half their pro rata
share of unscheduled principal and their full pro rata share
thereafter.  The Class 2-A1 Certificates will benefit from an
Interest Rate Cap Agreement with Lehman Brothers Special Financing
Inc.

The Trust contains mortgage loans originated by Lehman Brothers
Bank, FSB and various other banks, savings and loans and other
mortgage lending institutions.  The pool consists of first-lien,
near-prime quality, fixed and hybrid adjustable-rate mortgages.  

As of the cut-off date, Aug. 1, 2008, the loans had an initial
aggregate principal balance of $146,968,430, a weighted-average
mortgage rate of 6.747%, a weighted-average original FICO score of
750 and a weighted-average original loan-to-value ratio of 72.98%.


LEVITZ FURNITURE: Court Allows WFNNB's $1,892,587 Admin. Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between PLVTZ, LLC, dba Levitz Furniture
Inc., and World Financial Network National Bank resolving the
bank's administrative claim for $1,892,587.

The claim represents payment of World Financial's fee for
processing postpetition chargebacks for the Debtor.  It consists
of $1,590,447 and $287,000, stemming from chargebacks of sales
before and after the bankruptcy filing.

Under the court-approved stipulation, World Financial will have
an allowed administrative claim for $100,000, which constitutes
settlement of the $287,000.  Meanwhile, the $1,590,447 is allowed
as an unsecured claim against the Debtor.

The stipulation further provides that the balance of $1,892,587
is not entitled to administrative expense status.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

On March 28, 2008, the Court dismissed the chapter 11 cases of
Levitz II.

In December 2005, the Levitz II debtors sold substantially all of
their assets to PLVTZ, LLC, an affiliate of Prentice Capital
Management LLP, and the Pride Capital Group, doing business as
Great American Group.  Initially, Prentice owned all of the equity
interests in PLVTZ.  On July 6, 2007, PLVTZ was converted into a
Delaware corporation, and Harbinger Capital Partners Special
Situations Fund, LP, Harbinger Capital Partners Master Fund I,
Ltd., and their affiliates became minority shareholders.  Great
American's stake in the acquisition was in running the going-out-
of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

(Levitz Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Court Approves Set-Off Deal with DFS Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between PLVTZ, LLC, dba Levitz Furniture
Inc., and DFS Services LLC, permitting DFS to exercise its set-off
rights.

The stipulation dated July 8, 2008, allows DFS to set off
$304,638, owed to it by the Debtor against the $571,015, held in
the reserve account.  In return, DFS will return to the Debtor
$266,377 of the reserve fund.     

The reserve fund was put up to secure payment to DFS for
administering the sale transaction between the Debtor and its
customers who purchased merchandise through cards.  About
$341,617 of the reserve fund secures DFS' claim against the
Debtor.

The stipulation further provides that DFS' claim will be deemed
paid and expunged without further court order, and that the
parties will release each other from all claims following the
set-off.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

On March 28, 2008, the Court dismissed the chapter 11 cases of
Levitz II.

In December 2005, the Levitz II debtors sold substantially all of
their assets to PLVTZ, LLC, an affiliate of Prentice Capital
Management LLP, and the Pride Capital Group, doing business as
Great American Group.  Initially, Prentice owned all of the equity
interests in PLVTZ.  On July 6, 2007, PLVTZ was converted into a
Delaware corporation, and Harbinger Capital Partners Special
Situations Fund, LP, Harbinger Capital Partners Master Fund I,
Ltd., and their affiliates became minority shareholders.  Great
American's stake in the acquisition was in running the going-out-
of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

(Levitz Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LINENS N THINGS: Expansion of Ernst & Young's Services Approved
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
granted the request of Linens 'n Things, Inc., and its debtor-
affiliates to have the scope of services of Ernst & Young, LLP,
expanded, 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.

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: Trade Creditors to Get Stock Warrants Under Plan
-----------------------------------------------------------------
Linens Holding Co. and its debtor subsidiaries have filed a Plan
of Reorganization and Disclosure Statement with the United States
Bankruptcy Court for the District of Delaware.  The Plan process
has the support of LNT's Senior Lenders and its Official Committee
of Unsecured Creditors, as well as an ad hoc committee of holders
of its Senior Notes.

A hearing regarding the approval of the Disclosure Statement will
be scheduled by the Court in the near future.  LNT, which filed
for Chapter 11 on May 2, 2008, expects to emerge in early 2009.

The Plan calls for the senior lenders to be paid in full and the
holders of the Senior Notes to convert the majority of their debt
into substantially all of the ownership of the reorganized LNT.
Unsecured creditors will receive warrants to purchase common stock
in the new company.

"The filing of our Plan of Reorganization is a major milestone in
the restructuring of LNT," said Michael Gries, Chief Restructuring
Officer and Interim CEO, "and reflects the hard work of the entire
LNT team and the creditors' and noteholders' committees."

The Disclosure Statement filed with the Court contains a profile
of the company, a description of the proposed distribution to
creditors and an analysis of the plan, as well as information on
the solicitation and approval process.  LNT's Plan of
Reorganization and Disclosure Statement are available at
http://www.kccllc.net/linensnthings

              DiNicola Resigns as Executive Chairman

LNT also announced that Robert J. DiNicola has submitted his
resignation as Executive Chairman of the company.  In his letter
of resignation, Mr. DiNicola stated, that the filing of the Plan
represents substantial progress toward the goals we outlined in
connection with the Chapter 11 filing and the beginning of this
final phase of the restructuring is an appropriate time to step
down from his executive role.  He has agreed to remain a member of
the Board of Directors and serve as non-executive Chairman of the
Board pending solicitation and approval of the Plan.

"[Mr.] DiNicola has been an important part of LNT's restructuring
efforts and one of the reasons why we expect to be able to
complete our restructuring in such a short timeframe," added Mr.
Gries.  "I know I speak for the entire LNT community in thanking
[Mr. DiNicola] as we look forward to emerging as a strong,
financially sound and nimble company, well-positioned for the
current retail environment and beyond."

                      About Linens 'n Things

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)


LYNNKOHN LLC: Legacy Asks Court to Dismiss Case or Appoint Trustee
------------------------------------------------------------------
Stacey Roberts of the Arkansas Democrat-Gazzete reported on Friday
that Legacy National Bank asked the U.S. Bankruptcy Court for the
Western District of Arkansas to either dismiss Lynnkohn LLC's
Chapter 11 filing or to appoint a trustee to manage the property
during the proceedings.  Brandon Barber is Lynnkohn LLC's sole
owner.

The motion claims Lynnkohn's sole reason for filing for Chapter 11
bankruptcy was to get a stay on the scheduled foreclosure of The
Legacy Building at 401 Watson St.

According to Mr. Roberts, when the petition was filed Aug. 20,
Barber was considered by bankruptcy law to be a "debtor in
possession," meaning he regained control of The Legacy Building
until a repayment plan is approved and completed.

"A debtor in possession has many of the other powers and duties of
a trustee, including the right, with the court's approval, to
employ attorneys, accountants, appraisers, auctioneers, or other
professional persons to assist the debtor during its bankruptcy
case," Mr. Roberts points to the Bankruptcy Court Web site.

Mr. Roberts adds that attorneys for Legacy and Barber and others
had reached an out-of-court agreement July 23 in a foreclosure
action by the bank against The Legacy Building for more than
$18.7 million owed in unpaid mortgages.

Mr. Roberts said that, according to the July consent decree filed
in Washington County Circuit Court, Lynnkohn and individual loan
guarantors Barber; his wife, Keri Barber; her sister Laura Kaffka;
and the sister's husband, Seth Kaffka, had until Aug. 6 to pay
back the mortgage or the seven-story, 37-unit condo would be sold.
The mortgage went unpaid, and the sale was set for Aug. 21.

The bank's motion -- which was filed by Stan Smith, Esq., at  
Mitchell, Williams, Selig, Gates & Woodyard -- asserts that  
Lynnkohn does not have the ability to formulate a repayment plan
or carry any repayment plan to completion.

In addition, Legacy says Lynnkohn was removed from managing the
building because of mismanagement and a receiver appointed during
the foreclosure proceedings by Legacy National Bank in Washington
County Circuit Court.

Lynnkohn, Brandon Barber, Keri Barber, Seth Kaffka and Laura
Kaffka filed a complaint on Aug. 20, 2008, before the Washington
County Circuit Court against Legacy National Bank and Flake &
Kelley Management, Inc., doing business as Flake & Kelley
Commercial.  Flake & Kelley are the leasing agents for the
property.

The complaint alleges that Legacy National conspired with the
leasing company to "discourage sales of the condo units,  
interfering with the contractual relationship of the court's
receiver Wayne Swofford, deceptive trade practices and defrauding
Lynnkohn, the guarantors, the court and Swofford."  Lynnkohn, et
al., seek more than $5 million in actual damages plus punitive
damages.

                       About Lynnkohn, LLC

Based in Fayetteville, Arkansas, Lynnkohn, LLC develops real
estate in northwest Arkansas.  The company 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 Debtor in its restructuring efforts.  When the
company filed for bankruptcy, it listed $35,365,102 in total
assets and $31,618,598 in total debts.


MPK ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: MPK Enterprises Inc.
        6028 N. 129th Ave.
        Litchfield Park, AZ 85340

Bankruptcy Case No.: 08-11532

Chapter 11 Petition Date: August 31, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: James E. Cross
                  Osborn Maledon P.A.
                  2929 N. Central Ave. No. 2100
                  Phoenix, AZ 85012
                  Tel (602) 640-9307
                  Fax 602-664-2077
                  Email jcross@omlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


NETEFFECT INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: NetEffect Inc.
        aka NetEffect Semiconductor Inc.
        Banderacom
        Suite 100, 9211 Waterford Centre Blvd.
        Austin, TX 78758

Bankruptcy Case No.: 08-12008

Chapter 11 Petition Date: August 27, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Curtis A. Hehn, Esq.
                  Email chehn@pszjlaw.com
                  Laura Davis Jones, Esq.
                  Email ljones@pszjlaw.com
                  Timothy P. Cairns, Esq.
                  Email tcairns@pszyjw.com
                  Pachulski Stang Ziehl & Jones LLP
                  17th Floor, 919 N. Market Street
                  Wilmington, DE 19801
                  Tel (302) 652-4100
                  Fax (302)652-4400
                 
Estimated Assets: $500,000 to $1 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of the Debtor's largest unsecured
creditors.


NEWPORT WAVES: Fitch Lowers 3 CDO Sub-Classes, Resolves Neg. Watch
------------------------------------------------------------------
Fitch Ratings has downgraded these sub-classes of Newport Waves
CDO Series 2 and removed the notes from Rating Watch Negative.  
These rating actions are effective immediately:

  -- $1,000,000 sub-class A4A-$L credit-linked notes due 2017, to
     'BBB+' from 'AA-';

  -- $2,000,000 sub-class A6A-$L credit-linked notes due 2017, to
     'BBB-' from 'A';

  -- $5,000,000 sub-class A7-$L credit-linked notes due 2017, to
     'BB+' from 'A-'.

The actions reflect Fitch's view on the credit risk of the rated
notes after the release of its new corporate CDO rating criteria.

Key drivers of this transaction's credit risk include portfolio
migration risk, with 5% of the portfolio currently on Rating Watch
Negative and 21% of the portfolio with a Negative Outlook.  Fitch
also notes the industry concentration of 34.5% in the
underperforming sector of banking & finance.

The portfolio has experienced negative rating migration, resulting
in an average portfolio quality of 'BBB' compared to 'A-/BBB+' at
the closing date in April 2007.  Since the notes were placed on
Rating Watch Negative in May 2008, 12.3% of the portfolio has
experienced further downgrades.  In addition, 7.8% of the
portfolio carries a rating below investment grade.  This compares
to current credit enhancement levels of 6.1%, 5.2% and 4.9% for
sub-classes A4A-$L, A6A-$L and A7-$L, respectively.

Fitch's rating action commentary on the Rating Watch Negative
status (dated May 14, 2008) indicated a possible downgrade to the
'BBB' category for sub-class A4A-$L and as low as the 'BB'
category for sub-classes A6A-$L and A7-$L if there were no
significant changes prior to a resolution of the Watch status.
Since then, Pacific Investment Management Company LLC, as
portfolio manager, executed substitutions on the reference
portfolio, replacing 12 obligors with 11 obligors (approximately
8% of the portfolio) of higher credit quality.  However, key
drivers of credit risk remained relatively unchanged, as the
portfolio has experienced further downgrades, causing the overall
credit profile of the sub-classes to be maintained.

Newport Waves CDO (the issuer) is a managed synthetic
collateralized debt obligation referencing a portfolio of
primarily investment grade corporate obligations.  At close,
proceeds from the issuance of the notes were used to enter into a
guaranteed investment contract with MBIA Inc., which is insured by
MBIA Insurance Corp., to collateralize the credit default swap
between the issuer and Bear Stearns Credit Products Inc., whose
obligations are guaranteed by Bear Stearns Companies, LLC (rated
'AA-/F1+' by Fitch).  Additional collateral has been posted and is
marked to market on at least a weekly basis to maintain collateral
levels required by the investment agreement.  The portfolio is
managed by PIMCO (investment grade corporate CDO asset manager
rating of 'CAM1-' by Fitch).

Fitch released updated criteria on April 30 for corporate CDOs
and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions. As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, downgrading such ratings for default analysis
purposes by two and one notches, respectively.  Fitch has
previously noted that its review will be focused first on ratings
most exposed to risks it has highlighted in its updated criteria.
Consequently, Fitch placed the notes on Rating Watch Negative on
May 14.  As previously indicated, resolution of the Rating Watch
Negative status depends on any plans managers/arrangers may choose
to modify either the structure or the portfolio.  In this case,
the manager executed trades in the portfolio as indicated.


N CAROLINA MEDICAL: Fitch Holds BB Rating on Revenue Bonds S. 1998
------------------------------------------------------------------
Fitch affirms the 'BB+' rating on approximately $16.8 million of
North Carolina Medical Care Commission's hospital revenue bonds,
series 1998.  The Rating Outlook is revised to Stable from
Negative.

The Outlook revision to Stable from Negative reflects Halifax
Regional Medical Center's improved operations, balance sheet
indicators and coverage levels over the past two fiscal years.
Furthermore, the addition of several key physicians, well as
managements focus on revenue cycle changes have played pivotal
roles in turning around operating performance.  In fiscal 2007,
HRMC posted a positive 1.6% operating margin, up from positive
1.0% and negative 2.4% in fiscal 2006 and fiscal 2005
respectively.  Through the nine months ended June 30 of fiscal
2008, the operating margin was positive 2.6% which management
projects to be maintained through fiscal year-end.  From fiscal
years 2004-2007, days cash on hand increased from 60.2 to 82.3
days and cash-to-debt increased from 43.7% to 101.2% during the
same period.

The affirmation reflects HRMC's low debt burden, dominant market
share, and positive utilization trends.  In its primary service
area, HRMC has maintained a dominant market share position of
approximately 60%.  The nearest acute care facility is Nash
General Hospital (roughly 11% market share) in Rocky Mount, NC,
approximately 35 miles away.  HRMC has demonstrated positive
utilization trends in recent years, though admissions and net
emergency room visits were down slightly in fiscal 2007.  In
conjunction with the opening of the Joint Care Center, HRMC added
an additional orthopedic surgeon and is in the process of
recruiting another in the near term.

Ongoing concerns include high dependence on government payors,
small revenue base, weak demographic indicators, above average bad
debt expense, and future capital spending needs.  While recent
decisions by management have improved operations, HRMC's operating
results will continue to be hindered by its challenging payor mix
that included approximately 53% Medicare and 18% Medicaid in
fiscal 2007.  Additionally, Fitch recognizes that the average
length of stay (ALOS) of 5 days in fiscal 2007 is relatively high
given HRMC's CMI of 1.2 and further hinders revenue growth
potential.  It should be noted that the addition of the
hospitalist program in fiscal 2008 is expected to improve length
of stay figures going forward.  Although liquidity indicators have
improved over the past few fiscal years, Fitch believes that the
significant decrease in capital expenditures since fiscal 2004
will put pressure on the balance sheet as capital needs are
realized and projects funded.

HRMC is a 206 licensed-bed community medical center (144 operated
beds) providing primary and secondary care services.  The medical
center is located in Roanoke Rapids, approximately 75 miles
northeast of Raleigh. In fiscal 2007, HRMC had $95.7 million in
total operating revenue.  Disclosure to Fitch has been adequate
with quarterly disclosure, although only audited annual disclosure
is required in the bond documents.  HRMC provides disclosure upon
request to other third parties.  Fitch notes that quarterly
disclosure includes a balance sheet and income statements;
however, a statement of cash flows and management discussion and
analysis is not provided.


NORTH OAKLAND: Section 341(a) Meeting Slated for September 2
------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
of North Oakland Medical Center and its debtor-affiliates on
Sept. 2, 2008, at 2:30 p.m.  The meeting will take place at room
315 E, 211 W. Fort St. Bldg. in Detroit, Michigan.

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.

Headquartered in Pontiac, Michigan, North Oakland Medical Center,
Inc. dba Pontiac General Hospital and Medical Center provide
health care services.  The company and two of its affiliates filed
for Chapter 11 protection on Aug. 26, 2008 (Bankr. E.D. Mich. Lead
Case No.08-60731).  Matthew Wilkins, Esq., and Max J. Newman,
Esq., at Butzel Long, P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
their creditors, they listed assets between $10 million to $50
million, and debts between $50 million to $100 million.


NORTH OAKLAND: Gets Initial Nod to Use McLaren's $1.5MM DIP Loan
----------------------------------------------------------------
The Hon. Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized North Oakland Medical
Center and its debtor-affiliates to obtain, on an interim basis,
up to $1,500,000 in postpetition financing from Mclaren Health
Care Corporation under a loan and security agreement.

A hearing is set for Sept. 23, 2008, at 10:30 a.m., to consider
for final approval of the motion.  Objections, if any, are due
Sept. 19, 2008.

McLaren Health agreed to provide a committed $2,750,000 in DIP
financing to the Debtors on a final basis.  The DIP facility will
enable the Debtors to continue to operate while they pursue the
sale of substantially all of their assets as a going concern,
which sale will allow the Debtors to remain open to continue to
serve the citizens of the City of Pontiac.  In addition, the DIP
loan will be used for working capital and general corporate
purposes, and to pay the cost and expenses related to the
administration of the Debtors' bankruptcy cases.

The DIP facility will accrue on the principal amount of the loan
outstanding at the end of each day at a fluctuating rate per annum
equal to the Prime Rate plus 1%.

The DIP facility is subject to carve-out for payment of
professionals retained by the Debtors and the committee, and the
U.S. Trustee's fees.  There is a $750,000 carve-out if the sale of
the Debtors' assets is consummated by Oct. 31, 2008, otherwise
$1,000,000 carve-out will be paid.

To secure their DIP obligation, McLaren Health will be granted
superpriority administrative expense claims with priority over all
other administrative expenses in the Debtors' cases pursuant to
Section 364(c)(1) of the Bankruptcy Code.

The DIP agreement contains customary and appropriate events of
defaults.

A full-text copy of the Debtors' loan and security agreement is
available for free at:

               http://ResearchArchives.com/t/s?317d

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

               http://ResearchArchives.com/t/s?317e

Headquartered in Pontiac, Michigan, North Oakland Medical Center,
Inc. dba Pontiac General Hospital and Medical Center provide
health care services.  The company and two of its affiliates filed
for Chapter 11 protection on Aug. 26, 2008 (Bankr. E.D. Mich. Lead
Case No.08-60731).  Matthew Wilkins, Esq., and Max J. Newman,
Esq., at Butzel Long, P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
their creditors, they listed assets between $10 million to $50
million, and debts between $50 million to $100 million.


PACIFIC LUMBER: Resumes Lumber Operations as Humboldt Redwood
-------------------------------------------------------------
Log deliveries have resumed in the first week of August 2008 at
Humboldt Redwood Co., f/k/a The Pacific Lumber Company, bringing
operations almost back to normal, The Press Democrat reports.

About 250 of the old PALCO's 300 employees have been re-hired, the
report states.

"On the surface it looks like business as usual," Richard
Higgenbottom, Humboldt Redwood's chief executive officer, told
The Press Democrat.  "But major management changes have been put
in place, including implementing new protections for the
remaining old-growth redwood trees dotting the company's 210,000
acres of southern Humboldt County timberlands."

The Press Democrat relates that the same policies were put in
place 10 years ago by the Fisher family when they bought the
former Louisiana-Pacific Co.  The Fisher family owns Mendocino
Redwood Company, LLC, which formed a partnership with investment
fund Marathon Structured Finance Fund L.P., to purchase PALCO and
its affiliates with a Texan Bankruptcy Court approval in late
July 2008.  

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors.  

The Debtors emerged from bankruptcy protection on July 30, 2008.  
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.

(Scotia/Pacific Lumber Bankruptcy News, Issue No. 68;
http://bankrupt.com/newsstand/or 215/945-7000).


PCG SUMMIT LAKELINE: Files for Chapter 11 to Avoid Foreclosure
--------------------------------------------------------------
PCG Summit-Lakeline Station, L.P.'s newly found investor may help
the company keep its planned $400 million Lakeline Station in
Northwest Austin and stave off a foreclosure of the facility, Kate
Miller Morton of the American-Statesman reports.  The Lakeline
Station is intended to be one of the first high-density
residential and commercial developments along a new commuter rail
line, Statesman writes.

According to the report, the Debtor filed its chapter 11 petition
before the scheduled foreclosure of almost half of the property.

Landowner William Savage, foreclosed on 141 acres of the site in
July 2008 after Pacific Summit missed at least one quarterly
payment, Statesman says.  The Debtor had bought the rest of the
property outright from Mr. Savage.

HomeFed Corp. in Carlsbad, California currently owns the general
partnership interest in PCG Summit-Lakeline Station, Statesman
relates.  Paul Borden is the current chief executive and president
of HomeFed.

The Statesman says that HomeFed also underwent reorganization.  It
filed for bankruptcy in 1992 after its largest operations at
HomeFed Bank collapsed.  HomeFed emerged from bankruptcy
in the mid-1990s, and became a development company, Statesman
notes.  HomeFed develops and manages the San Elijo Hills mixed-use
project in San Diego County.  It also partly plans the Otay Ranch
development near Chula Vista, California.

The Statesman says that the role of PCG's original partners,
William Lo and Steve Levenson, in Lakeline Station is unclear.  
Messrs. Lo and Levenson formed Pacific Summit in 2005 and invested
at least $100 million in real property on which to build homes.  
Mr. Lo, according to the report, filed for personal bankruptcy in
California.

Based on the report, since November 2007, about two dozen
suppliers have secured or attempted to secure liens on PCG's
properties, including Pacific Century Homes.  Early this year, the
Debtor's lenders foreclosed on a property at Highland Meadows, 230
acres between U.S. 183 and Texas 29.  Colonial Bank seized the
Debtor's Fairways at Steiner Ranch, planned to have 88 homes.  The
Debtor's Northwoods at Lakeline property, which is 178 acres of
lot adjacent to Lakeline Station, is set for foreclosure, the
Statesman relates.

                          About PCG Summit

Costa Mesa, California-based PCG Summit-Lakeline Station, L.P. is
a single real asset entity.  It filed its chapter 11 petition on
Aug. 4, 2008 (Bankr. C.D. Calif. Case No. 08-14588).  Judge
Theodor Albert presides over the case.  Eric D. Goldberg, Esq.,
represents the Debtor in its restructuring efforts.  The Debtor
estimated both its assets and debts to be between $10,000,000 and
$50,000,000.  The Debtor's largest unsecured creditor is
Diversified Pacific Opportunity Fund, which is owed $10,600,000.


PCG SUMMIT-LAKELINE: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: PCG Summit-Lakeline Station, L.P.
        890 Baker Street, Suite 200
        Costa Mesa, CA 92626

Bankruptcy Case No.: 08-14588

Type of Business: The Debtor is a single asset real estate.

Chapter 11 Petition Date: August 4, 2008

Court: Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Eric D. Goldberg, Esq.
                  1901 Avenue of the Stars
                  12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5760
                  Fax: (310) 228-5788
                  egoldberg@stutman.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Diversified Pacific                Loan               $10,600,000
Opportunity Fund
10621 Civic Center Drive
Rancho Cucamonga, CA 91730

Pacific Century Homes              Loan               $995,401
890 Baker Street, Suite 200
Costa Mesa, CA 92626

Lo Family Trust U/D/T dated        Loan               $910,000
July 6, 1989
890 Baker Street, Suite 200
Costa Mesa, CA 92626

Bury+Partners Engineering          Engineering        $218,521
Solutions                          Services
221 W. Sixth Street, Suite 600
Austin, Texas 78701

Armbrust & Brown, L.L.P.           Legal Services     $127,000
100 Congress Avenue, Suite 1300
Austin, Texas 78701

Pacific Lummit Partners, LLC       Loan               $96,960
890 Baker Street, Suite 200
Costa Mesa, CA 92626

Calthorpe Associates               Architecture       $24,000
2095 Rose Street                   Services
Berkeley, California 94709

KTGY Group, Inc.                   Architecture and   $15,000
17992 Mitchell South               Planning
Irvine, CA 92614                   Services

Terracon Consultants, Inc.         Environmental      $12,000
5307 Industrial Oaks Boulevard     Services
Suite 160
Austin, Texas 78735

Plateau Life and Wildlife          Agricultural Tax   $8,745
Management                         Deferral
14101 Highway 290W, Suite 1100B
Austin, Texas 78737

Justin W. Lo Irrevocable Trust     Loan               $5,515
890 Baker Street, Suite 200
Costa Mesa, California 92626

Haskell & White                    Accountant         $4,860
16485 Laguna Canyon Road           Services
Irvine, California 92618

Eastwind Financial Group, Inc.     Consulting         $4,550
890 Baker Street, Suite 200        Services
Costa Mesa, CA 92626

Balance-Wheel                      Environmental      $800
1616 Broadmoor Drive               Advice
Austin, Texas 78723

Ridgway's - Austin                 Copying Services   $417
615 S. Lamar
Austin, Texas 78704

Thomas Reprographics               Copying Services   $164
817 E. Indian School Road
Phoenix, Arizona 85014


PCG SUMMIT-NORTHWOODS: Case Summary & 9 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: PCG Summit-Northwoods L.P.
        890 Baker Street, Suite 200
        Costa Mesa, CA 92626

Bankruptcy Case No.: 08-15268

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: August 29, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Eric D. Goldberg
         12th Fl., 1901 Ave of the Stars
         Los Angeles, CA 90067
         Tel (310) 228-5760
         Fax 310-228-5788
         Email egoldberg@stutman.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtors' Consolidated List of 9 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
CA-Austin Lakeline LLC         Loan                  $8,092,448
Ste. 300, 13215 East
Penn Street
Whittier, CA 90601

Bury & Partners                Engineering Services    $214,213
221 West 6th Street, Ste. 600
Austin , TX 78701

Armburst & Brown LLP           Legal Services          $100,000
100 Congree Ave. Ste. 1300
Austin, TX 78701-2744

Land Design Partners           Landscape Services       $14,000

HDR/WHM Transaportation        Engineering Services     $12,555

Kevin Crook                    Architect Services        $8,678

KTGY Group Inc.                Architect Services        $5,067

Haskell & White                Accounting Services       $3,755

OCB Reprographics Inc.         Copying Services            $143


PHS GROUP: Court Appoints Tranzon to Market Somerset Assets
-----------------------------------------------------------
Tranzon Asset Advisors has been appointed by the U.S. Bankruptcy
Court for the Eastern District of Kentucky to sell at Absolute
Auction the assets of PHS Group, Inc. and its subsidiaries
including The Somerset Refinery, Inc., and Somerset Oil, Inc.,
located in Somerset, Kentucky, 80 miles south of Lexington,
Kentucky.

The refining operations and plant of Somerset Oil is one of the
only two refineries in Kentucky and was operational in late 2007.

The Chapter 11 Trustee, Mr. William D. Bishop, upon order of the
Court has employed the expertise of Tranzon to market the assets
to a world-wide audience and new buyers are being contacted daily
through its advertising campaign.

Tranzon's press release said that the "incredible opportunity to
own and operate a refinery is not limited just to the refining
plant.  Rather the "Right to Refine Crude Oil" in the United
States presents potential suitors with a chance to trade oil and
petroleum products as well as contract for raw crude with regional
and international impact.  Somerset Oil is an attractive
opportunity for Strategic, Portfolio, or Financial investment with
growth potential and excellent returns, based on an over 50 year
track record.  The refinery is uniquely positioned to serve the
needs of small and midsize crude oil producers in Eastern Kentucky
and Tennessee.  It can also provide a non-monopoly based refining
capacity to similar producers in the remainder of Kentucky, as
well as West Virginia and Virginia."

"Pipeline and barge providers of crude oil do not serve Eastern
Kentucky or Tennessee in this geographic area, there is a
significant underserved marketplace for the buyers," stated Ed
Durnil, the Court appointed Auctioneer and CEO of Tranzon Asset
Advisors.

The recent installation of a regional intermodal rail park has
made the prospect of rail deliveries of crude oil not only
possible but probable for expanded capacity in the near term.
The auction team and stakeholders formulated a multiple lot or
parcel offering for the assets of Somerset Oil, Inc.  The first
lot consists of a 5,500 barrel-per-day petroleum refinery situated
on approximately 105 acres of land in the heart of Somerset and
includes all furniture, fixtures & equipment along with the
maintenance and repair shops associated with the plant's operation
and upkeep.  Lots 2 and 3 are the primary offices for the company
and a smaller office building and warehouse located off Monticello
Street in Somerset.  Lot 4 is the full right, title and interest
in a pipeline easement traversing 6 counties in south-central
Kentucky with a permit for crossing Lake Cumberland.  This
pipeline is unique in that it is available for multiple uses and
could provide natural gas, oil or finished product to many
communities that have no access to these resources.

Additionally, the auction sale will be offering separate or
combined lots, several non-real estate assets.  Lot 5 is all the
company's rolling stock that includes over 100 vehicles such as
over-the-road semi-trucks, oil tankers, environmental clean-up
vehicles, company cars and vehicles, panel service trucks and dump
trucks.  Lot 6 is the current inventory from Somerset Oil, which
was a significant Pennzoil distributor, as well as refined oil
stocks currently at a warehouse facility on the refinery grounds.
Lot 7 consists of 12 well-located neighborhood gas stations in
various locations throughout eastern Kentucky.  The gas stations
are being offered in two distinct auction formats.  First, they
can be bought separately or as a block by submitting sealed bids
to Tranzon.  If acceptable bids are not received for each station,
they will be sold at a live outcry auction at each site the week
following the refinery auction.

Bidders will have the unique option of buying only the lot or lots
they desire or a bidder can bundle Lots 1 through 7 and bid for
same if so desired.

Current oil prices have driven tremendous interest to this auction
event.  World-wide headlines and the national debate to increase
refining capacity are at the heart of the issues surrounding buyer
actions.  With record crude prices and energy independence on the
line, the lucky buyer can expect tremendous return on investment
from this plant for decades to come.  Potential buyers must
provide proof of financial capacity to close on their bid(s) and a
deposit of ten percent of the purchase price in order to buy the
assets.

Sealed bids are due on Sept. 19, 2008 to the offices of Tranzon
Asset Advisors.  Bidders may obtain due diligence from Tranzon
through -- http://www.tranzon.com/-- or by calling 866-243-8243  
or 270-769-0284.

                   About Tranzon Asset Advisors

Tranzon Asset Advisors, -- http://www.tranzon.com/--  
headquartered in Elizabethtown, KY, is an internationally
recognized real estate auction company and a member company of
Tranzon, L.L.C., which is based in Virginia Beach, VA.  Founded in
2001, Tranzon L.L.C. has 12 independently owned and operated
member companies that collectively have more than 30 offices
ranging from coast-to-coast.  The professionals working at Tranzon
member companies specialize in providing real estate auction and
accelerated marketing services to corporations, financial
institutions, trustees, individuals and estates throughout the
U.S. Tranzon member companies regularly conduct over 1,000
auctions and 2,500 property valuations per year, effecting in
excess of three billion dollars in real estate assets.

                         About PHS Group

Lexington, Kentucky-based PHS Group, Inc.'s primary business is
the operation of affiliate Somerset Refinery, Inc., which has a
processing capability of 5500 barrels of oil per day.  The
refinery primarily produces gasoline at octanes of 87, 89, 91,
diesel fuel and heavy fuel oils for homes and industry furnaces.

It filed its chapter 11 petition on May 8, 2007 with its five
affiliates (Bankr. E.D. Ky. Lead Case No. 07-60407).  Judge Joseph
M. Scott, Jr., presides over the case.  Gregory R. Schaaf, Esq.,
at Greenebaum Doll & MacDonald, P.L.L.C., represents the Debtors
in their restructuring efforts.  The Debtors estimated both their
assets and debts to be between $1 million and $100 million.


PRC LLC: Has Until October 7 to Object to Creditors' Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, in the interim, PRC LLC and its debtor-affiliates' claim
objection deadline through Oct. 7, 2008.  The Court will convene
another hearing to consider extending the deadline on a final
basis.

Pursuant to their confirmed Joint Plan of Reorganization, the
Reorganized Debtors can serve objections and requests for
estimation on a claimant, and file them with the Court no later
than 60 days after the Plan Effective Date or at a later date as
fixed by the Court.

The Reorganized Debtors' objection deadline was to expire Aug. 29,
2008.

The Reorganized Debtors have made significant progress in claim
reconciliation, Philip J. Landau, Esq., at Akerman Senterfitt, in
Fort Lauderdale, Florida, said.  They have filed two omnibus
claims objections and 48 individual claim objections.  They have
also objected to claims filed by Wesley O'Brien, Drive America
Holdings, Inc., BGTX Project, LLP, and IAC.

Mr. Landau informed that there are hundreds of claims to be
reviewed.  In addition, Mr. Landau notes that his firm has
recently been retained as the Reorganized Debtors' counsel and
thus, will require additional time to verify accuracy and
validity of the claims.

He says the Reorganized Debtors have also obtained consensual
agreements on 60 claims.  Given additional time, the Reorganized
Debtors expect to obtain more consensual agreements with
claimants, resulting to reduced time required for hearing claim
objections, Mr. Landau relates.

To that extent, the Reorganized Debtors ask the Court to extend
the period within which they may object to claims, through and
including Oct. 28, 2008.

The Reorganized Debtors assert that the extended objection
deadline will result to a claims objection process that
eliminates all improper claims to the benefit of their estates
and creditors.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer         
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants BofA's $2 Mil. Interest Claim Deemed as Unsecured
----------------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to allow Bank of America's
$2 million claim as a general unsecured claim and be treated as a
Class 6 claim under the Debtors' plan of reorganization.

As of the date of bankruptcy, the Debtors were parties to an
Amended and Restated First Lien Credit and Guaranty Agreement with
The Royal Bank of Scotland PLC as administrative agent and
collateral agent, and certain other lenders, pursuant to which the
Debtors are required to enter into one or more interest rate swap
agreements.  The Debtors would pay interest at a fixed rate to
the swap counterparty and the swap counterparty would pay interest
at a floating rate to the Debtors, in each case based on a
notional amount of indebtedness.

In this light, the Debtors and the Bank of America entered into
an interest rate swap agreement under an ISDA Master Agreement
and a Schedule to the ISDA Master Agreement, each dated Jan. 30,
2007.

Pursuant to the First Lien Credit Agreement, Bank of America was
required to deliver to Royal Bank, as Administrative Agent, a
letter appointing the Collateral Agent as its agent under the
applicable loan documents.  The Appointment Letter would serve to
quality Bank of America as a secured party in the Interest Rate
Swap Agreement and would allow its claim under the Interest Rate
Swap Agreement to be secured by the security interests granted to
the Collateral Agent under the Security Agreement.  

The Appointment Letter must also indicate Bank of America's
consent to be bound by Sections 9.03, 10.02 and 10.14 of the
First Lien Credit Agreement.

The Debtors, however, inform the Court that Bank of America did
not deliver the Collateral Agent Appointment Letter to Royal Bank
at any time before the bankruptcy filing.

Subsequently, in April 2008, Bank of America filed a $2,488,218
claim, asserting a secured priority resulting from the
termination of the Interest Rate Swap Agreement, plus
postpetition interest, reasonable out of pocket expenses, and
legal fees.

The Debtors' Redacted Summary of Schedules have indicated Bank of
America Claim as holding an unsecured, non-priority claim in an
unknown and unliquidated amount with respect to the Interest Rate
Swap Agreement.  That Claim was classified under the Plan as
Class 6 general unsecured claims.  The Plan classifies the First
Lien Lenders' Claim under the First Lien Credit Agreement as
Class 4 Allowed Prepetition First Lien Claims.  

Bank of America has also objected to the confirmation of the
Plan, alleging, among other things, that the Plan improperly
failed to classify its Interest Rate Swap Claim as a Class 4
Claim.  The Debtors contended that because the Plan provides for
a post-confirmation procedure to resolve disputed claims, Bank of
America's objection should be overruled.

Against these backdrop, the Reorganized Debtors ask the Court to:

   (a) declare the Interest Rate Swap Claim as a general
       unsecured claim entitled to treatment as a Class 6 Claim
       under the Plan;

   (b) allow the Interest Rate Swap Claim as a Class 6 Claim for    
       $2,488,218; and

   (c) require Bank of America to return any Class 4
       distributions provisionally made under the Plan with
       respect to the Interest Rate Swap Claim.

The Debtors assert that pursuant to the Confirmation Order, the
Interest Rate Swap Claim will be treated as a Class 4 Claim, in
the event the Court determines that it has the same priority as
an Allowed Prepetition First Lien Claim, notwithstanding any
contrary provision in the Plan.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer         
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Names Gregory Carr as Senior VP of Sales and Marketing
---------------------------------------------------------------             
PRC LLC has appointed Gregory M. Carr as the company's Senior Vice
President of Sales and Marketing.

Mr. Carr is an industry veteran who brings more than 25 years of
sales management experience to the role and a track record of
implementing sustainable market strategies that drive revenue
growth, the report said.  Prior to joining PRC, Mr. Carr was
Senior Vice President of Sales at OSI, a $400 million Business
Processing Outsourcing (BPO) company in the receivables management
industry, where reportedly he dramatically improved year-over-year
sales results.  Mr. Carr has served in various senior executive
sales leadership at ADP, a $8.0 billion leading outsourcing
provider, including Vice President of Sales for the Claims
Services Division.

Chief Executive Officer Steven K. Richards said, "I have had a
close working relationship with Greg for several years and am
thrilled that he will be leading PRC's sales and marketing
division.  Greg's extensive industry and business knowledge as
well as his experience in operational turnarounds will allow him
to make valuable contributions at PRC as we actively seek to grow
our market presence while maintaining our high standards of
client service excellence."

Mr. Carr said, "Throughout my professional career, I have sought
to develop mutually beneficial strategic partnerships with
customers that ultimately result in 'Clients for Life,' a mindset
that I feel is reflected in PRC's emphasis on outstanding service
and client satisfaction.  I look forward to working closely with
Steve and the PRC team as we chart our new growth course and
reach our strategic goals."

Mr. Carr earned a Business degree in Marketing from Xavier
University.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer         
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  The Court confirmed that Plan
mid-June 2008.  (PRC LLC Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUAKER FABRIC: Court Confirms Joint Liquidating Plan
----------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware confirmed a second amended joint liquidating plan of
Quaker Fabric Corporation and Quaker Fabric Corporation of Fall
River.

As reported in the Troubled Company Reporter July 18, 2008, the
amended Plan contemplates the liquidation of assets of the
Debtors for the benefit of their creditors and the appointment of
a liquidating agent.

                       Initial Distribution

On the plan's effective date, the liquidating agent, on behalf
of the Debtors, will pay in cash in full all (i) administrative
expense claims, (ii) priority tax claims, and (iii) secured
claims.  Holders of unsecured claims will receive their pro rata
share of available cash, if any.

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

                 Treatment of Claims and Interests

              Types of                    Estimated    Estimated
Class         Claims          Treatment   Amount       Recovery
-----         --------        ---------   ----------   ---------
unclassified  administrative              $1,600,000      100%
               claims

unclassified  priority tax                $200,000        100%   
               claims
               
   1          priority        unimpaired  $155,386        100%
               claims

   2          secured         unimpaired  $0              N/A
               claims

   3          WARN Act        impaired    $6,000,000      5%-15%
               claims

   4          unsecured       impaired    $25,000,000     6%
               claims
               
   5          equity          impaired    Not Estimated   0%
               interest

Holders of Class 1 allowed priority claims will receive in full
satisfaction of and exchange for their claim (i) the amount of the
allowed priority claim, without interest, in cash after the Plan's
effective date, or (ii) other treatment as may be agreed upon in
writing by the holder, the Debtors and the Committee.

                        About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUEBECOR WORLD: Court Okays Settlement of $3.8MM Claim with TSIC
----------------------------------------------------------------
Quebecor World (USA), Inc., asserted a $3,800,000 claim against
TSIC, Inc., formerly Sharper Image Corporation, on account of
printing services under an amended and restated printing
agreement between the parties dated January 5, 2007.  Quebecor
alleges that its claim is secured by a lien on certain paper,
currently in its possession under the Agreement.  TSIC disputes
Quebecor's lien rights since those lien rights may be avoidable.

TSIC's counsel, Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, PLLC, in Wilmington, Delaware, relates that
TSIC and Quebecor engaged in arms-length negotiations and agreed
to sell the Paper for $460,000 on an agreed-upon basis to a
third-party, free and clear of liens.  

The parties agreed that gross proceeds from the sale be allocated
at 80% to Quebecor and 20% to TSIC.  

According to Mr. Kortanek, by the stipulation, TSIC will realize
meaningful value on account of its interest in the Paper, while
avoiding the cost and risk associated with litigation.  If
litigated, the dispute may be further complicated by the fact
that both TSIC and Quebecor are debtor-in-possession in separate
Chapter 11 cases, pending in different districts.  If the claim
is not resolved, further discovery, motion practice, and
litigation will likely ensue in both the U.S. Bankruptcy Court
for the District of Delaware, where TSIC filed its Chapter 11
case, and the U.S. Bankruptcy Court for the Southern District of
New York, where Quebecor filed its Chapter 11 case, with
additional expense and delay.

TSIC believes that under relevant circumstances, the terms and
conditions of the stipulation are favorable and in the best
interests of the estate and its creditors.  Accordingly, TSIC
asks the Delaware Court to approve the Stipulation.

A full-text copy of the stipulation with Quebecor is available at
no charge at http://ResearchArchives.com/t/s?317c

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

The Debtors have until Sept. 30, 2008, to file a plan of
reorganization in the chapter 11 case.  The Debtors' CCAA stay
has been extended to Sept. 30, 2008.


RPM TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $2,264,260
-----------------------------------------------------------------
RPM Technologies Inc.'s consolidated balance sheet at June 30,
2008, showed $2,853,628 in total assets and $5,117,888 in total
liabilities, resulting in a $2,264,260 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $891,948 in total current assets
available to pay $5,117,888 in total current liabilities.

The company reported a net loss of $399,834 on revenues of
$682,013 for the second quarter ended June 30, 2008, compared with
a net loss of $491,553 on revenues of $598,097 in the same period
of 2007.  Gross profit increased by $220,557, from a gross loss of
$27,076 in the three months ended June 30, 2007, to a gross profit
of $193,481 in the same period in 2008.  The company attributed
the increase in gross profit primarily to better efficiency and
keeping its raw material cost down in a time of generally
increasing costs of petroleum and its effects on plastic costs.  

The increase in revenues in the three months ended June 30, 2008,
as compared to the same period in 2007 is primarily attributable
to a increase in sales of the company's plastic roofing and
pallets stringer molds which are back in production.  The decrease
in net loss primarily reflects the increase in sales and profit
margins.

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?3183

                       Going Concern Doubt

Through June 30, 2008, the company had incurred cumulative losses
of $17,785,774 and and had a deficit in stockholders' equity of
$2,264,260.  In addition, certain term notes are in default and
have been classified as current in the balance sheet.  The
company's successful transition to attaining profitable operations
is dependent upon obtaining financing adequate to fulfill its
development, marketing and sales activities and achieving a level
of revenues adequate to support the company's cost structure.  
These factors raise substantial doubt about the company's ability
to continue as a going concern.

                      About RPM Technologies

Headquartered in Mokena, Illinois, RPM Technologies Inc. (OTC BB:
RPMM) --http://rpmplasticpallets.com/-- is engaged in the   
business of developing, producing through subcontract
manufacturers, marketing and selling plastic pallets and other
material-handling products throughout the United States, Canada
and South America.


SHARPER IMAGE: Wants to Set Oct. 13 as Admin. Claims Bar Date
-------------------------------------------------------------
Pursuant to Section 503(a) of the Bankruptcy Code and Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure, TSIC,
Inc., fka The Sharper Image Corp., asks the U.S. Bankruptcy Court
for the District of Delaware to set October 13, 2008, as the
deadline for filing administrative expense claims against the
Debtor or its estate arising or accrued from and after the
Petition Date through and including September 1, 2008.

The Debtor proposes to exclude these entities from filing
administrative claims:

    (i) any person or entity who has already properly filed an
        administrative expense claim request with the Court or
        the Court-approved claims agent, Kurtzman Carson
        Consultants LLC;

   (ii) professionals retained by the Debtor or the Official
        Committee of Unsecured Creditors under Sections 327, 328,
        or 1103, and whose administrative expense claim is for
        services performed and reimbursements of expenses
        incurred; and

  (iii) the U.S. Trustee.

The Debtor relates any administrative expense claimant asserting
an administrative expense claim will be required to file on or
before the Administrative Claims Bar Date to Kurtzman Carson by
U.S. mail, overnight delivery or hand delivery.

The Administrative Expense Claim Requests must be (i) written in
English, (ii) is denominated in lawful U.S. currency; (iii) sets
forth with specificity the legal and factual basis for the
Administrative Expense Claim; and (iv) has attached supporting
documentation.

The circumstances of the Debtor's Chapter 11 case justify the
setting of the Administrative Claims Bar Date at this time,
Francis A. Monaco, Jr., Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, tells the Court.  The Debtor is in
the process of winding down its estate.  To determine whether a
plan of liquidation is feasible or other action necessary, it is
appropriate that the amount of allowed administrative expense
claims be determined, Mr. Monaco says.


SHARPER IMAGE: Court Approves Committee/Joint Venture Settlement
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved a letter agreement entered into between the
Official Committee of Unsecured Creditors in the bankruptcy case
of TSIC, Inc., fka The Sharper Image Corp., and the joint venture
among Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.

The Committee agreed to refrain from impeding the consummation of
the sale transaction, including, without limitation, the filing or
prosecution of its objection to the sale of the Debtor's assets to
the Joint Venture and the filing or prosecution of an appeal or
motion to reconsider the Sale.  The Committee also agreed to waive
the right to challenge the Joint Venture's conduct during the
auction process or the reduction of its bid.

In return, the Joint Venture agreed to fund a trust account for
the exclusive benefit of the Debtor's general unsecured creditors
in an amount equal to the lesser of (i) $500,000, and (ii) 10% of
the gross royalties ultimately paid for the period of January 1,
2009, through December 31, 2009, in connection with the
Intellectual Property acquired from the Debtor in the sale
transaction.

The U.S. Trustee objected to the letter agreement on the
contention that the agreement contravenes the intention of the
Bankruptcy Code generally, and conflicts with the absolute
priority rule specifically.

Judge Gross, in a 14-page opinion, held that a lengthy discussion
of the Settlement's adherence to the absolute priority rule is
neither necessary nor appropriate for the simple reason that the
absolute priority rule is not violated in substance or spirit.
Judge Gross cited that In re Armstrong World Indus., Inc., 432
F.3d 507 (3d Cir. 2005) makes it clear that the absolute priority
rule is violated when a senior class' portion of its share of
estate property is allocated to a junior class over the objection
of an intervening creditor class.  In the Debtor's case, Judge
Gross said he is not dealing with estate property or with
property to which a senior class was entitled or, for that
matter, with a creditor or class of creditors making the payment.

Judge Gross noted that the U.S. Trustee presented no evidence in
support of the objection that the funds the Joint Venture agreed
to pay in the Settlement were otherwise intended for the Debtor's
estate.

Judge Gross said it is satisfied that the Committee's actions in
achieving the Settlement were proper and found that the
Settlement is fair, reasonable, and in the best interest of the
estate.

                 Chagrin Withdraws Objection

Chagrin Retail, LLC, withdrew its objection to the Debtor's
proposed assumption and assignment of a nonresidential real
property for the property located at the Eton Chagrin Boulevard
in Woodmere Village, Ohio.

                        *     *     *

At the Debtor's behest, the Court approved the termination  
agreements entered into between the Debtor and each of the
landlords for 14 real property leases:

Store No.  Name                         Location
--------   ----                         --------
   220      Alamona Center               Honolulu, HI
   230      North Star Mall              San Antonio, TX
   332      Washington Square            Tigard, OR
   348      Chandler Fashion Center      Chandler, AZ
   261      Tyson Galleria               McLean, VA
   273      Village Corte Madera         Corte Madera, CA
   274      The Fashion Show             Las Vegas, NV
   306      Crabtree Valley Mall         Raleigh, NC
   316      Aventura Mall                Aventura, FL
   317      Cherry Creek Shopping Center Denver, CO
   335      Kierland Commons             Scottsdale, AZ
   349      Bellevue Square              Bellevue, WA
   363      The Mall at Millennia        Orlando, FL
   407      NorthPoint Mall              Alpharetta, GA
   421      Alderwood Mall               Lynwood, WA

The Debtor previously withdrew the sale motion as to the 14
leases pending negotiations of a resolution with the lessors of
the leases who have filed objections to the proposed sale of the
leases.

The Contested Leases were proposed to be assumed by the Debtor
and assigned to American Apparel Retail, Inc.  The Lessors object
to the proposed assumption and assignment on the grounds of,
among other things, adequate assurance of future performance,
changes in the "use" clauses of the contested leases, and
purported disruption of the tenant mix and balance at the
affected retail centers.

                Acting U.S. Trustee Appeals Ruling

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appealed from Judge Gross' order approving the letter agreement
entered into between the Official Committee of Unsecured
Creditors and the joint venture among Gordon Brothers Retail
Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and
Hilco Consumer Capital, LLC.

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SHARPER IMAGE: Court Okays Settlement of $3.8MM Quebecor Claim
--------------------------------------------------------------
Quebecor World (USA), Inc., asserted a $3,800,000 claim against
TSIC, Inc., formerly Sharper Image Corporation, on account of
printing services under an amended and restated printing
agreement between the parties dated January 5, 2007.  Quebecor
alleges that its claim is secured by a lien on certain paper,
currently in its possession under the Agreement.  TSIC disputes
Quebecor's lien rights since those lien rights may be avoidable.

TSIC's counsel, Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, PLLC, in Wilmington, Delaware, relates that
TSIC and Quebecor engaged in arms-length negotiations and agreed
to sell the Paper for $460,000 on an agreed-upon basis to a
third-party, free and clear of liens.  

The parties agreed that gross proceeds from the sale be allocated
at 80% to Quebecor and 20% to TSIC.  

According to Mr. Kortanek, by the stipulation, TSIC will realize
meaningful value on account of its interest in the Paper, while
avoiding the cost and risk associated with litigation.  If
litigated, the dispute may be further complicated by the fact
that both TSIC and Quebecor are debtor-in-possession in separate
Chapter 11 cases, pending in different districts.  If the claim
is not resolved, further discovery, motion practice, and
litigation will likely ensue in both the U.S. Bankruptcy Court
for the District of Delaware, where TSIC filed its Chapter 11
case, and the U.S. Bankruptcy Court for the Southern District of
New York, where Quebecor filed its Chapter 11 case, with
additional expense and delay.

TSIC believes that under relevant circumstances, the terms and
conditions of the stipulation are favorable and in the best
interests of the estate and its creditors.  Accordingly, TSIC
asks the Delaware Court to approve the Stipulation.

A full-text copy of the stipulation with Quebecor is available at
no charge at http://ResearchArchives.com/t/s?317c

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SHARPER IMAGE: Gift Card Holders Rep. Pursues Conversion Motion
---------------------------------------------------------------
Frederic Prohov, as representative of a class of gift card
holders, says that TSIC, Inc., fka The Sharper Image Corp., is in
a precarious financial condition.  He points out, in an amended
bid to convert the Debtor's Chapter 11 bankruptcy case to
Chapter 7, that the Debtor's June 2008 operating report shows that
the Debtor has little if any unrestricted cash and that more than
half of its $36,403,436 in total current assets consist of
$7,203,601 in prepaid expenses and $17,304,554 in deferred or
prepaid income taxes.  He also notes that the operating report
shows more than $23,000,000 of postpetition debts.

Mr. Prohov maintains that the Debtor's case should be converted
to Chapter 7 so that the Gift Card Holders will not be prejudiced
by natural bias of the Debtor-in-possession and the Official
Committee of Unsecured Creditors who may reduce or eliminate gift
card claims.

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SHARPER IMAGE: Transfers Principal Offices to Walnut Creek
----------------------------------------------------------
Sharper Image Corporation, now known as TSIC, Inc., notifies the
U.S. Bankruptcy Court for the District of Delaware that effective
August 31, 2008, its principal executive offices will be located
at 1255 Treat Boulevard, Suite 300, in Walnut Creek, California,
with telephone number (415) 999-8317 and fax number (925) 472-
6572.

                    About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


STEVE & BARRY'S: CNE Wants Assurance of Payment for Utility Usage
-----------------------------------------------------------------
(Louie)
Constellation NewEnergy, Inc. (CNE) asks the United States
Bankruptcy Court for the Southern District of New York to
determine that it is entitled to adequate assurance of payment
from Steve and Barry's LLC and its debtor-affiliates in the form
of a deposit equal to the amount of two months of the Debtors'
utility usage, or $312,000, pursuant to Section 366 of the
Bankruptcy Code.

Before the Petition Date, CNE, and the Debtors entered into a
Master Electricity Supply Agreement.  Pursuant to the Electricity
Agreement, CNE agreed to provide electricity service to 14 of the
Debtors' locations commencing on March 20, 2008, at a rate of
$0.09626 per kilowatt-hour for each location, plus applicable fees
and charges, if any.

The Debtors' average monthly rate of consumption for the 14
locations aggregate $156,000.  If payment is not received in a
timely manner, a default will occur and the Debtors have an
additional 20 days to cure the default, after receiving notice of
default from CNE.

Subsequent to the July 29, 2008 hearing on the Debtors' Utility
Motion, certain facts have surfaced, which upon consideration,
warrant the reconsideration of the two-week assurance deposit
offered to it, according to CNE.

Among other things, CNE learned that the Debtors' use of Cash
Collateral expires on August 22, 2008, and that as a condition of
the Debtors' use of cash collateral, they must close on the sale
of substantially all of their assets -- to BH S&B Holdings, LLC
or any other buyer -- no later than August 20, 2008, Michael S.
Etkin, Esq., at Lowenstein Sandler, PC, in New York, relates.

Certain parties have also voiced concerns that if the going
concern sale cannot close in advance of August 20, 2008, the
full-scale liquidation contemplated in the Cash Collateral Order
would have to commence -- thus rendering the Debtors' estates
administratively insolvent, Mr. Etkin points out.

Moreover, the Debtors must overcome various contingencies in
advance of the August 20, 2008 closing date.  Mr. Etkin notes
that there are difficulties in satisfying certain contingencies.

CNE further learned that the gross adequate assurance deposit
amount was not the $1,000,000 that the Debtors estimated it would
be.  Rather, it was $250,000.

The two-month deposit would cover approximately two billing
periods of service at the average rate of consumption over the
life of the Electricity Agreement, which is the amount that CNE
could lose if the Debtors miss one postpetition payment, Mr.
Etkin tells the Court.

In light of the potential for administrative insolvency, the cash
available to the Debtors given the limited aggregate deposit paid
to utilities pursuant to the Utility Order, as well as the other
changed circumstances, CNE should not be placed in the precarious
position of being forced to provide electricity service to the
Debtors on a postpetition basis with the risk of recouping only a
portion of the amounts due on postpetition invoices, Mr. Etkin
argues.

                          Debtors Object

Debtors' counsel, Shai Y. Waisman, Esq., at Weil, Gotshal &
Manges LLP, in New York, contends that CNE's request for
additional deposit is an "impermissible attempt" to reargue the
Debtors' Utility Motion.  Under the guise of a change of
circumstances, CNE reiterates the same arguments the Court
already rejected in connection with CNE's objection to the
Utilities Motion, he argues.

There are no changed circumstances that warrant granting CNE
additional adequate assurance of payment, Mr. Waisman asserts.  
Instead of relying on facts to support its allegations, CNE
relies on statements of people "in the know" and mischaracterize
statements made by Debtors' counsel, he says.

Moreover, CNE's other "facts," including the identity of the
stalking horse bidder and the extension of the use of cash
collateral, do not constitute changed circumstances that would
warrant additional adequate assurance of payment -- instead, they
support a denial of CNE's Additional Deposit Motion, Mr. Waisman
maintains.

Mr. Waisman points out that at the July 29, 2008 hearing, the
Court held that "[t]here has been no suggestion that any sale,
whether on a going concern basis or on a going-out-of-business
basis, can or will ignore utility costs and charges that are
being accrued."  None of CNE's new "facts" change this
conclusion, he says.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.
STEVE & BARRY'S: Court Orders Payment for Laird Hamilton Royalty
----------------------------------------------------------------
(Louie)
The United States Bankruptcy Court for the Southern District of
New York has authorized and directed Steve and Barry's LLC and its
debtor-affiliates to pay the $300,000 royalty payment of Laird
Hamilton due under the Licensing Agreement between the Debtors and
Flying Pigz LLC.  The amount includes royalty payments incurred
prepetition.

In exchange of the receipt of the Royalty Payment, Flying Pigz
waives any defenses and objections to the assumption and
assignment by the Debtors of the Licensing Agreement based on (i)
the terms of the agreement, (ii) the invocation of Section 365(c)
of the Bankruptcy Code, and (iii) any argument that the agreement
is a contract for "personal services," and is, therefore, not
assignable in accordance with Section 365(c)(1).

However, all of Flying Pigz's rights with respect to any other
defenses or objections by any proposed assignee of the Licensing
Agreement are preserved.

Upon the closing and effectiveness of the Asset Purchase
Agreement, dated August 4, 2008, between S&B Industries, Inc.,
and BH S&B Holdings, LLC, and provided that the Licensing
Agreement will be classified as a "Purchased Contract" under the
BH Purchase Agreement, Flying Pigz will be deemed to (i) consent
to the assumption and assignment of the License Agreement by the
Debtors to BH S&B Holdings, and (ii) have received "adequate
assurance of future performance" with respect to the assignment.

The objection of PrenSB, LLC has been overruled.

As previously reported, the Court has authorized and directed the
payment of the $250,000 royalty payment of Venus Williams.  The
Court also recently entered a separate written order with respect
to Ms. Williams.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.
STEVE & BARRY'S: Wants Conway to Provide Additional Services
------------------------------------------------------------
(Louie)
Steve and Barry's LLC and its debtor-affiliates seek authority
from the United States Bankruptcy Court for the Southern District
of New York to amend their employment agreement with Conway, Del
Genio, Gries & Co., LLC, to include additional financial services,
specifically assisting the Debtors in:

   (a) identifying potential bidders;
   (b) creating a data room for diligence material;
   (c) overseeing due diligence to potential bidders;
   (d) negotiating with all bidders;
   (e) analyzing bids; and
   (f) conducting the auction.

According to Steve & Barry's Manhattan LLC Chairman and Secretary
Barry Prevor, the firm will be paid for the Additional Services
and reimbursed of its expenses.  The Debtors have agreed to pay
Conway Del Genio a transaction fee contingent upon the
consummation of a sale, and payable at the closing.

Mr. Prevor says that the transaction fee will be 1% of the
"Aggregate Consideration," offset by 50% of the total fees
received by the firm since the beginning of the current
engagement with the Debtors.

             Creditors Committee Objects to Amendment

The Official Committee of Unsecured Creditors objects to the
Debtors' amendment of their employment agreement with financial
advisors, Conway Del Genio, Gries & Co., LLC, that provides for
the reward of a success fee to the firm.

The Creditors Committee states that the Debtors should not be
authorized to pay the firm a success fee of $1,600,000 for
assisting them with a 40-day sale process, which may ultimately
leave the estates administratively insolvent.

According to Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP, in New York, while the sale to Bay Harbour Management LC was
the best possible outcome under the circumstances, the sale
proceeds alone provide no recovery for general unsecured
creditors.

The proposed fee is high in light of the work performed by Conway
Del Genio and would be paid at the expense of administrative and
priority creditors of the estates, who provided and continue to
prove valuable products and services to the Debtors, Ms.
Hershcopf argues.

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed  
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


SWANSEA PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Swansea Properties LLC
        6028 N. 129th Ave.
        Litchfield Park, AZ 85340

Bankruptcy Case No.: 08-11486

Chapter 11 Petition Date: August 29, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: James E. Cross
                  Osborn Maledon P.A.
                  2929 N. Central Ave. No. 2100
                  Phoenix, AZ 85012
                  Tel (602) 640-9307
                  Fax (602) 664-2077
                  Email jcross@omlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


THORNBURG MORTGAGE: May Not be Able to Continue Operating
---------------------------------------------------------
ABI World reports that Thornburg Mortgage Inc. admitted that its
survival remained in doubt following additional margin calls.  
However, Thornburg Mortgage said it is on track to complete a
restructuring and avoid collapse, ABI World states.

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family              
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At March 31, 2008, the company's consolidated balance sheet showed
$30.8 billion in total assets, $31.9 billion in total liabilities,
and $1.0 billion in preferred stock, resulting in a $2.1 billion
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.


TWEETER HOME: Wants Plan Filing Extended Until December 2
---------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
further extend the time within which they may file a plan of
reorganization until December 2, 2008, and solicit acceptances of
that plan until February 2, 2009.

The Debtors' current Plan filing deadline expires on September 3,
2008, and their solicitation deadline on November 5, 2008.

Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, the Debtors have conducted a sale
of their assets to maximize the value of their estates for the
benefit of all the parties-in-interest.  The Debtors, together
with their professionals, also worked to implement procedures to
comply with the substantial reporting and disclosure requirements
imposed on debtors-in-possession.  In addition, the Debtors were
compelled to address the demands of customers, vendors, employees
and other parties-in-interest to preserve the going concern value
of their businesses.

The efforts of the Debtors and their professionals culminated in
the Sale of their assets to Tweeter Newco, LLC, which sale closed
on July 13, 2007.  Given the Debtors' substantial efforts since
the Petition Date, they believe that they should be granted
additional time to develop a plan without the distraction of
competing plans filed by other parties.

Moreover, since the Petition Date, the Debtors have attempted to
quantify the amount of their existing administrative, priority,
and unsecured claims against their estates but they have not
completed the analysis yet.  Thus, additional time is required
for them to review and analyze the claims.

The Debtors believe that they will require additional time to
review and analyze the validity, amount and priority of those
claims that have been asserted against their estates and that
were not assumed or will not be satisfied by the Purchaser
pursuant to the terms of the Asset Purchase Agreement, dated
June 26, 2007.

Moreover, the Purchaser retains certain designation rights under
the terms of the Purchase Agreement.  Since the Closing Date, the
Debtors have assumed and assigned numerous contracts and leases
to the Purchaser and have resolved certain disputed issues
between the Purchaser and the Debtors.

Ms. Pierce avers in light of the ongoing efforts of the Debtors
and their professionals, they need additional time to develop and
negotiate a plan of liquidation and a disclosure statement.  The
extension will also provide the Debtors and opportunity to
analyze their post-sale financial circumstances and develop a
liquidating plan that maximizes the return to parties-in-
interest, she adds.

The Court will convene a hearing on October 20, 2008, to consider
approval of the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Exclusive Plan Proposal Period is automatically extended until
the conclusion of the hearing.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and  
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors exclusive period to file
a plan of reorganization expired on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 22, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TWEETER HOME: Anne David Wants Automatic Stay Lifted
----------------------------------------------------
Anne David is seeking recovery from the proceeds of Tweeter Home
Entertainment Group Inc. and its debtor-affiliates' insurance
policies for the multiple injuries she sustained after having
tripped on a raised edge of pavement while walking toward the
parking lot at one of the Debtors' store in Towson, Maryland.

According to Ms. David, she incurred approximately $23,680 in
medical expenses for her injuries.

Pursuant to Section 362 of the Bankruptcy Code, Ms. David asks
the U.S. Bankruptcy Court for the District of Delaware to lift the
automatic stay for the purpose of liquidating her claims against
the Debtors and their insurance policies.  Ms. David says she is
seeking recovery only from the proceeds of the Debtors' insurance
policies.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and  
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors exclusive period to file
a plan of reorganization expired on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 22, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


UNIVERSAL NURSING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Universal Nursing Services, Inc.
        402 East Market Street
        Akron, OH 44304

Bankruptcy Case No.: 08-53163

Type of Business: The Debtor is into home health care business.

Chapter 11 Petition Date: August 29, 2008

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Morris H. Laatsch, Esq.
                  Hardesty, Kaffen & Zimmerman
                  520 South Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330)762-7477
                  Email: jwander@hkz-law.com

Total Assets: $471,898

Total Debts:  $2,822,660

A copy of the Debtor's petition that contains the list of its 20
Largest Unsecured Creditors is available at:

            http://bankrupt.com/misc/ohnb08-53163.pdf


US DATAWORKS: Reports $109,481 Net Loss for Quarter Ended June 30
-----------------------------------------------------------------
US Dataworks Inc.'s consolidated balance sheet at June 30, 2008,
showed $7,147,620 in total assets and $4,448,862 in total
liabilities, resulting in a $2,698,758 total stockholders'
deficit.

The company reported a net loss of $109,481 on net revenues of
$2,069,049 for the quarter ended June 30, 2008, compared with a
net loss of $869,264 on net revenues of $1,229,071 in the same
period last year.

According to the company's regulatory filing with the Securities
and Exchange Commission, although the company has enough cash to
fund its operation until March 31, 2009, however, it may need to
raise additional capital in the future.  Any equity financing may
be dilutive to shareholders, and debt financing, if available,
will increase expenses and may involve restrictive covenants.

The company may be required to raise more capital, at times and in
amounts that are uncertain, especially under the current capital
market conditions.  These factors raise substantial doubt about
its ability to continue as a going concern.  Under these
circumstances, it may have adverse effect on the company's
financial condition if it is unable to obtain more capital.

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?3182

                     About US Dataworks

US Dataworks, Inc. (AMEX: UDW) -- http://www.usdataworks.com/--   
develops, markets, and supports payment processing software for
the financial services industry. Its customer base includes many
of the largest financial institutions as well as credit card
companies, government institutions, and high-volume merchants in
the United States.  It has strategic partnerships with Computer
Sciences Corporation, Chase Paymentech Services, eGistics, and
Accuity.  The company was founded in 1994 and is based in Sugar
Land, Texas.


VERENIUM CORP: Posts $16.4 Million Net Loss in 2008 Second Quarter
------------------------------------------------------------------
Verenium Corp. reported financial results for the second quarter
of 2008 and provided recent company highlights and
accomplishments.  

Net loss for the second quarter and six months ended June 30, 2008
was $16.4 million and $39.7 million, respectively.  This compares
to a net loss for the second quarter and six months ended June 30,
2007 of $55.2 million, and $65.5 million, respectively.  Net loss
for the second quarter and first half of 2007 includes a non-cash
in-process research and development charge of $42.4 million.  
Excluding this charge, net loss for the second quarter and first
half of 2007, on a non-GAAP basis, increased as compared to the
same periods in 2008.  This increase was attributable primarily to
incremental operating expenses related to the inclusion of
Celunol's business from the June 2007 merger, as well as
incremental interest and other expenses related to the company's
convertible notes issuance in February 2008.  These increases were
offset in part by an increase in product revenue and related gross
profit in 2008.

"We are very pleased to report a most productive second quarter
and successful first half of the year for Verenium," Carlos A.
Riva, President and Chief Executive Officer of Verenium, said.  
"As announced, our corporate partnership with BP marks a major
accomplishment and transformational event for Verenium, moving us
closer delivering on our vision of making cellulosic ethanol a
commercial reality."

Total revenues for the second quarter and six months ended June
30, 2008 were $18.3 million and $33.5 million, respectively,
compared to $11.1 million and $22.4 million for the same periods
in 2007.  The increase in total revenue resulted from solid growth
in product revenue, offset in part by a decrease in collaborative
revenue, consistent with earlier guidance provided by the company.

The company reported product revenue of $13.4 million and $24.6
million, respectively, in the second quarter and first half 2008,
representing a 121% and 116% increase compared to the same periods
in 2007.  The increase in product revenue was primarily due to
increased sales of Phyzyme(R) XP by Danisco Animal Nutrition,
which continues to grow globally in the animal feed industry.  The
company also experienced solid sales growth for its other enzyme
products, including Fuelzyme(R)-LF, the company's alpha amylase
product sold directly by Verenium's own sales team into the corn-
based ethanol industry.  For the first half of 2008, the company
also reported $2.4 million in product revenue from two
discontinued products, Bayovac(R) and Quantum(R), which will not
occur in future quarters.  Product revenue accounted for 73% of
total revenue during the second quarter and first half of 2008,
respectively, compared to 54% and 51% during the same periods in
2007, respectively.
  
Product gross profit (product revenue less cost of product
revenue) and product gross margin (product gross profit divided by
product revenue) improved in the first half of 2008 as compared to
the first half of 2007 due primarily to growth in Phyzyme sales,
as well as incremental margin improvement contributed by other
product growth.  The company's product gross margin is still
subject to quarterly fluctuations resulting from variability in
product mix, manufacturing yields due to continued commercial
scale-up of Phyzyme and Fuelzyme, and fixed manufacturing costs as
the company takes on additional capacity to meet customer demand.  
Over time, the company believes that product volume growth and a
higher mix of company-marketed products in the portfolio should
yield improvement in both product gross profit and margin.

Total operating expenses were lower in the second quarter and
first half of 2008 compared to the same periods in 2007 primarily
due to a one-time, non-cash charge of $42.4 million in June 2007
for in-process research and development related to the merger with
Celunol.  Excluding the impact of this charge, on a non-GAAP
basis, total operating expenses in the second quarter and first
half of 2008 increased compared to the same periods in 2007
related primarily to the incremental operating expenses associated
with inclusion of the company's Biofuels business since its June
2007 merger with Celunol.  Approximately $0.9 million of the
increase in Selling, General and Administrative expense between
the first half of 2008 and 2007 resulted from increased legal
expenses that represent levels not expected to continue through
the balance of the year.  Additionally, for the second quarter and
first half of 2007, approximately $1.1 million and $2.3 million,
respectively, in expenses related to the company's intellectual
property and regulatory activities were reclassified from Research
and Development expense to Selling, General and Administrative
Expense in order to conform to the 2008 classification of these
expenses.

Non-cash, stock-based compensation expense included in operating
expenses, (apportioned at roughly 40% to Research and Development
and 60% to Selling, General and Administrative expenses) for the
second quarter and first half of 2008 was $2.7 million and $6.2
million, respectively, compared to $2.3 million and $3.3 million
for the same periods in 2007.  The increase in stock-based
compensation was related primarily to additional options granted
during 2007 in connection with the Celunol merger, together with
additional equity awards granted since that time.

In February 2008, the company announced the completion of a
private placement of 8% convertible notes and warrants which
generated net cash proceeds of approximately $45 million.  
Pursuant to applicable accounting rules, the company is required
to bifurcate certain derivative features of these notes and
measure them at fair value on a quarterly basis.  The change in
fair value of these bifurcated derivative features is included as
a separate line item on the consolidated statements of operations.

As of June 30, 2008, the company had cash, cash equivalents, and
short-term investments totaling $19.5 million, excluding
approximately $10 million in restricted cash.

At June 30, 2008, the company's balance sheet showed total assets
of $275.1 milllion and total liabilities of $186.3 million,
resulting in a stockholders' equity of $88.7 million.

                 Company Highlights and Accomplishments

Verenium and BP entered into a significant strategic partnership
to accelerate the development and commercialization of cellulosic
ethanol technologies.  The partnership combines a broad technology
platform and strong operational capabilities in an effort to
advance the development of a portfolio of low-cost,
environmentally-sound cellulosic ethanol production facilities in
the United States, and potentially throughout the world.

The first phase of Verenium's partnership with BP is focused on
accelerating Verenium's technology and production facility
initiatives as the foundation for future development of a
portfolio of commercial-scale cellulosic ethanol facilities.  In
this first phase, BP has committed to $90 million of total funding
over the next 18 months for its participation rights in the 50/50
partnership with Verenium, as well as co-funding obligations to
support Verenium's Biofuels technology development initiatives.
Payment terms are:

   * $45 million in unconditional payments for BP's participation
     rights in the partnership; of this total, $24.5 million is
     payable within 10 days of closing, $6.5 million is payable on
     Jan. 2, 2009, and $14 million is payable on July 2, 2009.

   * $2.5 million per month for 18 months to co-fund Verenium's
     Biofuels technology development initiatives.  For the five
     months remaining in 2008, the $2.5 million per month
     obligation will be accrued and paid fully on Jan. 2, 2009.  
     Thereafter, the monthly funding will be paid on the first of
     every month.  As such, on Jan. 2, 2009, Verenium will be paid
     a total of $21.5 million, comprising $15 million for the
     five-month co-funding accrual including the January payment,
     as well as $6.5 million related to BP's development funding
     obligation.

As part of the partnership, the companies have formed a Special
Purpose Entity, equally owned by Verenium and BP, that will serve
as the entity into which current technologies owned by the
companies within the cellulosic ethanol field will be in-licensed,
and new technologies jointly developed by Verenium and BP will be
owned by the SPE.  All intellectual property owned prior to the
formation of the partnership, and licensed into the SPE, will be
retained by each respective company.  The SPE will serve as the
licensing entity enabling commercial cellulosic ethanol production
projects.  The relationship will be governed by a Joint
Development Agreement and managed by a Joint Steering Committee
with equal representation from Verenium and BP.

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development    
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.  

                 Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's planned operating expenses, capital expenditures,
and working capital requirements through Dec. 31, 2008, without
additional sources of cash or the deferral, reduction or
elimination of significant planned expenditures.

The company's plan to address the expected shortfall of working
capital is to generate additional financing through a combination
of corporate partnerships and collaborations, federal and state
grant funding, incremental product sales, selling or financing
assets, and, if necessary and available, the sale of equity or
debt securities.  If the company is unsuccessful in raising
additional capital from any of these sources, it will defer,
reduce, or eliminate certain planned expenditures.

The company said it will continue to consider other financing
alternatives including but not limited to, a divesture of all or
part of its business.  If the company cannot obtain sufficient
additional financing in the short-term, it may be forced to
restructure or significantly curtail its operations, file for
bankruptcy or cease operations.


VILLA DEL SOL : Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Villa Del Sol at Cape San Blas LLC
        6230 Shiloh Road, Ste. 200
        Alpharetta, GA 30004

Bankruptcy Case No.: 08-40589

Chapter 11 Petition Date: August 29, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel (850) 222-4818
                  Fax 850-561-3456
                  Email woodylaw@embarqmail.com

Total Assets: $27,260,000

Total Debts: $16,508,031

Debtor's List of Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lighthouse Utilities Co. Inc.  Electric Service      $8,031
P.O. Box 428
Port Saint Joe, Fl 32457


VISUAL MANAGEMENT: June 30 Balance Sheet Upside-Down by $3.88 Mil.
------------------------------------------------------------------
Visual Management Systems Inc.'s consolidated balance sheet at
June 30, 2008, showed $4,733,638 in total assets and $8,621,442
in total liabilities, resulting in a $3,887,804 total  
stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $842,919 in total current assets
available to pay $4,990,960 in total current liabilities.

The company reported a net loss of $1,527,469, on net revenues of
$1,635,516 for the first quarter ended June 30, 2008, compared
with a net loss of $970,988 on net revenues of $1,438,272 in
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?317f

                        Going Concern Doubt

Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about Visual Management Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
stated that the company has suffered recurring losses from
operations, has experienced a deficiency of cash from operations,
and lacks sufficient liquidity to continue its operations.

                     About Visual Management

Based in Toms River, N.J., Visual Management Systems Inc. (OTC BB:
VMSY) -- http://www.vmscctv.com/-- engages in the design, sale,   
and installation of digital surveillance systems.


WESTERN NONWOVEN: Fire Retardant Business Acquired by Milliken
--------------------------------------------------------------
Fibre2fashion.com reports that Milliken & Company disclosed on
Friday that it has acquired Western Nonwovens Inc.'s fire
retardant barrier assets and geotextile business out of Chapter 11
bankruptcy.  The transaction was consummated through one of
Milliken's wholly owned subsidiaries.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
the Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware approved the sale of certain assets of
Western Nonwovens Inc. to Sylvan Chemical Company for
$11.2 million.

Bloomberg News reported that Sylvan Chemical's bid was $6 million
more than the stalking-horse bidder's offer.

The Court also approved the sale of the Debtor's other assets --
including inventory and intellectual property -- to Harvest
Consumer Insulation Inc. for $1.05 million.

A full-text copy of the Sylvan Asset Purchase Agreement dated
Aug. 20, 2008, is available for free at:

               http://ResearchArchives.com/t/s?3133   

                   About Western Nonwovens

Headquartered in Carson, California, Western Nonwovens, Inc. --
http://www.westernnonwovens.com-- manufactures nonwoven materials   
and provides services to industries, including mattress,
automotive, retail apparel, filtration and furniture
manufacturers. Western Nonwovens Inc. and seven of its
affiliates filed voluntary petitions under Chapter 11 on July 14,
2008 (Bankr. D. Del., Case No. 08-11435).  Representing the
Debtors is Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Hahn & Hessen LLP and Montgomery McCraken Walker &
Rhoads LLP represent the Committee in this cases.  The Debtor
selected Epiq Bankruptcy Services LLC as its claims agent.  When
the Debtor filed for protection against its creditors, it listed
assets of $28.4 million and debts of $106.9 million.


WR GRACE: Can Implement 2008-2010 Incentive Plan
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
W.R. Grace & Co. permission to implement its 2008-2010 long-term
incentive plan for certain key employees, BankruptcyData.com
reports.

David M. Bernick, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, had told the Court that the Debtors' long-standing
strategy for its long-term incentive program requires a renewed
LTIP each calendar year, with no more than three LTIPs in effect
in any year.  The Debtors proposed to continue their long-term
incentive program strategy by implementing the 2008-2010 LTIP,
which will be similar to their former LTIPs, with two exceptions:

   (1) the total targeted value of awards under the 2008-2010
       LTIP, which will be comprised of potential cash payouts
       plus stock option awards, will be increased to
       $15,800,000 excluding the CEO, to reflect the
       recommendations of the Compensation Committee's
       compensation consultant as necessary to provide long-
       term incentive opportunities at or about the 60th
       percentile of the opportunities provided by the Debtors'
       industry peer group; and

   (2) the 2008-2010 LTIP will include awards of stock options
       for shares of the Debtors' parent, W.R. Grace & Co.

According to Mr. Bernick, the total targeted value of the award
under the 2008-2010 LTIP for the CEO will remain unchanged from
the prior LTIPs, at approximately $1,700,000.  The targeted value
will be comprised of potential cash payouts plus a stock option
award, determined under the same provisions as applicable to 2008-
2010 LTIP awards to other key employees.  The aggregate targeted
long-term incentive award value applicable to the prior LTIPs has
remained unchanged since the Debtors implemented the initial LTIP
in 2002, with an aggregate targeted award of $11,800,000,
excluding their CEO.

Mr. Bernick explained that the 2008-2010 LTIP is designed so that
the amount of the cash component of the target awards to Key
Employees will equal 50% of the total targeted award that the key
employee received or would have received under the 2007-2009 LTIP.  
Cash awards to key employees will be made in 1/3 and 2/3
installments in 2010 and 2011.  The total aggregate cash awards,
if earned, under the 2008-2010 LTIP, including the CEO, would be:

                      Cash Payout
                -----------------------
   Year          Targeted      Maximum
   -----        ----------   ----------
   2010         $2,250,000   $2,250,000
   2011          4,500,000   11,250,000
   -----        ----------   ----------
   Total        $6,750,000  $13,500,000

The Debtors anticipate granting options covering approximately
1,700,000 to 2,200,000 shares of Grace Stock, under the 2008-2010
LTIP.  The "strike price" of the stock options awarded under the
2008-2010 LTIP will be the market price of Grace Stock as of the
award date.  One half of the awarded stock options would vest in
March 2010, and the remaining half would vest in March 2011.  The
stock options would generally be exsercisable for a period of five
years after grant.

The performance criteria for the cash awards portion of the 2008-
2010 LTIP are essentially the same as the provisions of the
previous LTIPs, Mr. Bernick told the Court.

The Debtors believe that increasing the total targeted value of
awards under the 2008-2010 LTIP from the levels of the prior
LTIPs is necessary to maintain a competitive and meaningful
incentive program to continue to motivate key employees to
perform at a high level.  Mr. Bernick said an analysis conducted
by the Debtors' Compensation Consultant has concluded that their
long-term incentive award opportunities have fallen behind those
implemented by their industry peer group.  He adds that none of
the Debtors' former LTIPs included any award of stock options or
other equity-based incentives.  The Debtors have not issued any
equity-based incentives to key employees since filing for Chapter
11 protection on April 2, 2001, he relates.

The Debtors believe that, at this point in their Chapter 11
cases, it is appropriate to reintroduce stock option awards as
part of their long-term incentive plans.

                      About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on
Jan. 21, 2005.  The Debtors' exclusive period to file a chapter 11
plan expired on July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  

(W.R. Grace Bankruptcy News, Issue No. 162; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


* D'Aversa Joins Orrick Herrington from Mayer Brown
---------------------------------------------------
Orrick, Herrington & Sutcliffe LLP said Raniero D'Aversa, Jr. has
joined the firm as a partner and head of its New York creditors'
rights and bankruptcy practice. D'Aversa has joined the firm from
Mayer Brown LLP, where he served as the co-chair of its global
restructuring, bankruptcy and insolvency group.

"Ron's addition to our bankruptcy group will bring tremendous
depth to the firm, particularly in the New York market, the
expansion of which is a high priority of the firm," said Roger
Frankel, chairman of Orrick's creditors' rights and bankruptcy
group. "His reputation, especially within the bankruptcy
community, and his experience representing institutional clients
in all bankruptcy-related areas are a welcome addition to our
growing practice."

D'Aversa's practice includes representing clients involved in
bankruptcies, out-of-court restructurings and creditors'
rights controversies. He provides comprehensive legal guidance to
DIP lenders, secured lenders and bank groups, investment banks,
hedge funds and other financial institution creditors in
bankruptcies, workouts, restructurings, liquidations, distressed
debt transactions and acquisitions.

"Orrick is a great place for the practice I've developed," said
D'Aversa. "What most attracted me to Orrick is the depth of its
client base, particularly with respect to financial institutions,
its global presence and its interdisciplinary team of lawyers in
litigation and finance who can provide exceptional support on any
matter."

D'Aversa received his J.D. from New York University School of Law
in 1990 and his B.B.A from Adelphi University, summa cum laude, in
1987. His addition follows the recent arrival of Mark Fennessy,
the former head of Hunton & Williams' corporate restructuring and
insolvency group in London.

Orrick, Herrington & Sutcliffe -- http://www.orrick.com-- is one  
of California's oldest law firms.  It is based in San Francisco.  
Among its practice areas are public finance, litigation,
securities, tax, and intellectual property.  Orrick has some 980
lawyers in about 20 offices in the U.S., as well as in the
Asia/Pacific region, and Europe.

                             *********

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
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***