T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, April 22, 2008, Vol. 12, No. 95

                             Headlines

A21 INC: BDO Seidman Expresses Going Concern Doubt
ABENGOA BIOENERGY: Loan Buyout Cues S&P to Withdraw 'B-' Rating
AEGIS MORTGAGE: Fitch Downgrades Ratings on $342.1MM Certificates
ALASKA COMMS: Earns $120.4 Million in Fourth Quarter Ended Dec. 31
ALITALIA SPA: Air France-KLM Formally Withdraws Binding Offer

ALOHA AIRLINES: May Employ Sheppard Mullin as Labor Counsel
AMERICAN HOME: Fitch Junks Ratings on Three Certificate Classes
ARCAP 2003-1: Fitch Affirms 'BB' Rating on $24MM Class K Notes
ASARCO LLC: Six Affiliates File Separate Chapter 11 Petitions
ATC HEALTHCARE: Non-compliance Prompts Amex to Delist Securities

ATSI COMMUNICATIONS: January 31 Balance Sheet Upside-Down by $250K
BABS TRUSTS: Moody's Cuts Five Tranches' Ratings from RMBS Deal
BRAVO MORTGAGE: Moody's Cuts 10 Tranches' Ratings From 1 RMBS Deal
CAMPBELL RESOURCES: Posts $18.9 Mil. Net Loss for 2007
CAROL CHRISTA: Case Summary & 13 Largest Unsecured Creditors

CHEM RX: Moody's Changes Outlook to Negative; Holds 'B2' Rating
CHILDREN'S TRUST: Fitch Expects to Rate $47.377MM Bonds at BB
CIT GROUP: To Raise $1 Bil., Partly to Pay Interest on Notes
COGENTRIX ENERGY: Facility Cancellation Cues S&P to Withdraw Rtng.
CHRYSLER LLC: Calls Back Laid-Off Workers, Report Says

COMM 2005-C6: S&P Places Ratings Under Negative CreditWatch
CONSTAR INT'L: Dec. 31 Balance Sheet Upside-Down by $72.3 Million
CONTINENTAL AIRLINES: S&P Changes Outlook to Negative on Ratings
COPPER SANDS: Case Summary & Seven Largest Unsecured Creditors
CREDIT SUISSE: Fitch Rates $2.218MM Class Q Certificates at B-

CRIIMI MAE: Fitch Holds 'B-' Rating on $51.5 Million Certificates
CULLIGAN INT'L: S&P Cuts Rating to B- on Fin'l Performance Drop
CWABS TRUSTS: 572 Tranches Get Moody's Rating Cuts on Delinquency
CYTOCORE INC: Completes $5 Million Sale of Common Stocks
CHINA AOXING: Affiliate to Purchase LRT for $10.8 Million Cash

CYBERONICS INC: Settles Lawsuit on Default of $125 Million Notes
DANA CORP: Appoints Gary Convis as Chief Executive Officer
DAVID GAUSSOIN: Case Summary & Largest Unsecured Creditor
DELPHI CORP: Names Ronald Pirtle as President of Delphi Powertrain
DELTA FINANCIAL: Court Okays Totus & CNS Deals After HQ Wind-down

DELTA FINANCIAL: Insurers Say DFREC Suit Not Covered by Policies
DELTA FINANCIAL: Court Okays Stipulation Staying DFREC et al. Case
DELTA FINANCIAL: Court Sets Claims Bar Date May 5
DEVINE ENTERTAINMENT: Issues Financial Restatement for Fiscal 2006
DIABLO GRANDE: Taps FTI Consulting as Financial Advisor

DIAMOND GLASS: ACH Objects to Asset Sale Bidding Procedures
DIOMED HOLDINGS: Amex Delists Securities Effective April 28, 2008
DR ENTERTAINMENT: Voluntary Chapter 11 Case Summary
DRAGON PHARMACEUTICAL: Ernst & Young Expresses Going Concern Doubt
ENCORE CREDIT: High Delinquencies Cues Moody's Rating Downgrades

ENERGY XXI: S&P Holds 'CCC+' Rating and Revises Outlook to Pos.
EPICEPT CORP: Gets Delisting Notice From Nasdaq For Non-compliance
EDWARD REDFERN: Case Summary & 19 Largest Unsecured Creditors
FBR SECURITIZATION: Moody's Downgrades Ratings on 31 Tranches
FEDERAL-MOGUL: Asbestos Trust Wants Pneumo Claims Holders Barred

FIRST NATIONAL: Files Chapter 7 after Massive Workforce Layoff
FIRST CHICAGO: Fitch Affirms 'CCC' Rating on $18.4MM Certificates
FOREVERGREEN WORLD: Chisholm Bierwolf Raises Going Concern Doubt
FREMONT GENERAL: Unit Elects Four Members to Board of Directors
FREMONT GENERAL: Moody's Cuts Ratings to 'C' on Sr. Notes Default

FRONTIER AIRLINES: CEO Says Credit Card Companies Worried
FUSION TELECOM: Rothstein Kass Expresses Going Concern Doubt
FREEDOM STORES: Voluntary Chapter 11 Case Summary
GEORGE SHEFFER: Case Summary & 14 Largest Unsecured Creditors
GOLDMAN SACHS: 214 Tranches Get Moody's Rating Cuts on Delinquency

GREENS WORLDWIDE: Default in Florida Civil Case Set Aside
GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
GTM HOLDINGS: Fin'l Covenant Concerns Cue S&P to Cut Rating to B-
GO WEST: Voluntary Chapter 11 Case Summary
HM OF TOPEKA: Case Summary & Four Largest Unsecured Creditors

HORIZON LINES: Subpoena Does Not Affect S&P's 'BB-' Rating
HOUSE OF TAYLOR: 8-K Filing Delay Cues Nasdaq's Delisting Notice
I2 TELECOM: Freedman & Goldberg Expresses Going Concern Doubt
IAJE: Board Votes for Filing of Chapter 7 in Kansas
INTERNATIONAL FUEL: BDO Seidman Expresses Going Concern Doubt

IWT TESORO: Unable to File Form 10-K Due to Bankruptcy
IZAD DJAHANSHAHI: Case Summary & Eight Largest Unsecured Creditors
JAMES HARDIE: Dutch Parent to Liquidate; Transfers HQ to U.S.
JEROME WASHAWSKY: Case Summary & Eight Largest Unsecured Creditors
KELLWOOD CO: NJF Investment Declares 4.8% Securities Ownership

KINETIC CONCEPTS: Moody's Puts Ba1 Rating on Proposed $1.3BB Loan
LANDSOURCE COMMUNITIES: In Lender Talks on Missed Debt Payments
LASALLE COMMERCIAL: Increased Loans Cue Fitch to Chip Ratings
LAWRENCE SALANDER: Judge Morris Converts Case to Chapter 7
LENNAR CORP: Venture Unit in Lender Talks on Missed Payments

LNR CDO: Fitch Holds 'B+' Rating on $54 Million Class H Certs.
LNR CDO: Fitch Affirms 'BB' Rating on $43.478MM Class J Certs.
LODGENET INTERACTIVE: Reports Preliminary 2008 1st Quarter Results
LPATH INC: LevitZacks Expresses Going Concern Doubt
MARCAL PAPER: Wants Settlement Pact With New Jersey Approved

MASONITE INT'L: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch
MASTR TRUSTS: Worse Performance Cues Moody's 10 Rating Downgrades
MAXIM HIGH II: Moody's Junks Rating on $500 Mil. Notes From 'A2'
MAXIM HIGH I: Poor Credit Quality Cues Moody's Rating Downgrades
MENDOZA DEVELOPMENT: Case Summary & 26 Largest Unsecured Creditors

MERITAGE MORTGAGE: Nine Tranches Get Moody's Rating Downgrades
MONEYGRAM INT'L: Moody's Keeps 'B1' Rating on Experienced Losses
MORGAN STANLEY: Fitch Holds Low-B Ratings on Three Cert. Classes
MORGAN STANLEY: Moody's Downgrades Ratings on 241 Tranches
MORGAN STANLEY: Fitch Holds 'B+' Rating on $98.2MM Class F Certs.

NATIONAL CITY: Raising $7 Bil. Equity to Strengthen Capital Base
NEUMANN HOMES: Selling Assets in Two Developments to RBC
NEUMANN HOMES: Seeks $400,000 Loans From Guaranty Bank & IndyMac
NEW CENTURY: IRS et al. Balk at Amended Liquidation Plan
NEXTMEDIA OPERATING: Moody's Junks Probability of Default Rating

OCTANS CDO: Trustee's Notice Cues S&P to Lowers Nine Ratings
PAMELA JEFFERS: Voluntary Chapter 11 Case Summary
PARKVIEW CARE: Case Summary & 20 Largest Unsecured Creditors
PHILADELPHIA SCHOOL: Moody's Gives 'Ba2' Rating on $254.89MM Bonds
PNM RESOURCES: S&P Chips Corp. Credit Rating to BB+ from BBB-

POTLATCH CORP: Potential Spin-Off May Reflect Pos. Fitch Ratings
PRB ENERGY: Sustained Losses Cues Amex' Delisting Procedures
PUTNAM STRUCTURED: Moody's Junks Rating on $33.5 Mil. Pref. Shares
QMED INC: Nasdaq Warning on Shareholder Requirement Non-compliance
QMED INC: Posts $999,184 Net Loss in First Quarter Ended Feb. 29

RADNET INC: December 31 Balance Sheet Upside-Down by $69 Million
RADNOR HOLDINGS: Wells Fargo Opposes Disclosure Statement
RANDALL SLAVIN: Case Summary & 7 Largest Unsecured Creditors
REDENVELOPE INC: Signs Asset Purchase Deal With Creative Catalogs
RENAISSANCE HOME: 61 Tranches Acquire Moody's Rating Downgrades

RESMAE RMBS: Higher Delinquencies Spurs Moody's Nine Rating Cuts
RICHARD O'DONNELL: Case Summary & 20 Largest Unsecured Creditors
ROCKFORD PACKAGING: Voluntary Chapter 11 Case Summary
SAGINAW INDUSTRIAL: Case Summary & Six Largest Unsecured Creditors
SALANDER-O'REILLY: Owners' Bankruptcy Case Converted to Chapter 7

SARM TRUSTS: Moody's Cuts 39 Tranches' Ratings From 10 Alt-A Deals
SHAW GROUP: Organic Growth Spurs Moody's Rating Upgrades to 'Ba1'
SIRVA INC: Committee Allowed to Hire BDO as Accountant & Advisor
SIRVA INC: Committee Allowed to Retain Pachulski Stang as Counsel
SIRVA INC: Committee Allowed to Hire TRN as Investment Banker

SMART ENERGY: Chisholm Bierwolf Expresses Going Concern Opinion
SMURFIT-STONE: To Buy Controlling Interest in Calpine Corrugated
SOBEYS INC: S&P Retains 'BB+' Ratings on Three Note Classes
SOLUTIA INC: Court Approves Settlement Pact with Air Liquide
SOLUTIA INC: Nitro Residents File $267,745 Tort Claims

SOLUTIA INC: Court OKs Payment of $197 Million to Professionals
SOLUTIA INC: EOI Eyes Acquisition of Queeny Plant for $1 Million
STEAKHOUSE PARTNERS: Mayer Hoffman Expresses Going Concern Doubt
STURGIS IRON: Wants Court to Approve Sale Bidding Procedures
TELKONET INC: Operating Losses Prompt Going Concern Opinion

THINKENGINE NETWORKS: Amex Delists Company on History of Losses
TOUSA INC: Period to Remove Civil Actions Extended to July 27
TOUSA HOMES: Seeks Court Approval of GMAC "Lease" Case Settlement
TOUSA INC: Suncoast May Assert Liens Against Tampa Bay Project
TOUSA INC: BoF Could Begin Foreclosure Action on Fla. Property

TOUSA INC: Court Amends Order Approving Lazard Employment
UAL CORP: Worse Earnings Prompt S&P to Revise Outlook to Negative
UPA GROUP: Case Summary & 35 Largest Unsecured Creditors
U.S. ENERGY: Wants Until July 8 To File Chapter 11 Plan
VALLEJO CITY: Has Until Today to Submit Long-term Financial Plan

WACHOVIA MORTGAGE: S&P Junks Ratings on Two Certificate Classes
WAYTRONX INC: Webb & Company Raises Substantial Doubt
WHX CORP: Dec. 31 Balance Sheet Upside-Down by $69.5 Million
WINDON COUNTRY: Voluntary Chapter 11 Case Summary
WOLVERINE TUBE: Posts $97 Million Net Loss in Year Ended Dec. 31

WORK ZONE: Case Summary & 15 Largest Unsecured Creditors
WRK IDAHO: Voluntary Chapter 11 Case Summary
XERIUM TECH: Ernst & Young Expresses Going Concern Doubt
ZIFF DAVIS: Files First Amended Disclosure Statement
ZIFF DAVIS: Asks Court to Approve Amended Disclosure Statement

ZIFF DAVIS: Wants Confirmation Hearing Rescheduled to June 11

* Moody's Says Delta-NWA Deal May Affect Airport Credit Outlook
* Moody's Reports Risks on Securities Lending for Life Insurers
* S&P Downgrades 41 Tranches' Ratings From 11 Cash Flows and CDOs
* S&P Ratings Tumbles to 'D' on 82 Classes from 78 RMBS Deals
* S&P Says Market Continued to Reprice Risk in 1st Quarter of 2008

* Kevin Kuby Joins Alvarez & Marsal as Firm's Senior Director
* Cooley Selected to Advise in Several Major Retail Insolvencies

* Large Companies with Insolvent Balance Sheets

                             *********

A21 INC: BDO Seidman Expresses Going Concern Doubt
--------------------------------------------------
BDO Seidman, LLP, raised substantial doubt on the ability of a21,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

In an effort to improve its operational efficiency, on Sept. 12,
2007, the company consolidated the support positions at its
ArtSelect unit in Fairfield, Iowa, into its Jacksonville, Florida  
headquarters.  In addition, its SuperStock, Inc., subsidiary was
reorganized to support the company's growth initiatives.  The
restructuring resulted in a net reduction of 18 positions.  On
Jan. 31, 2008, the company entered into a waiver agreement with
the holders of a majority of the outstanding principal amount of
the Secured Convertible Notes, to waive quarterly cash interest
payments until Mar. 31, 2008.  At Dec. 31, 2007, the company had
cash of $2,100,000 and working capital of $1,500,000.  However,
the company stated that there are no assurances that these changes
will result in the expected improvements.

At Dec. 31, 2007, the company had an accumulated deficit of
$28,000,000.

The company posted a net loss of $4,675,000 on total revenues of
$23,306,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $9,101,000 on total revenues of $19,633,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $30,121,000
in total assets and $30,366,000 in total liabilities, resulting in
$1,316,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a85

                        About a21 Inc

Based in Jacksonville, Fla., a21 Inc.(OTC BB: ATWO) --
http://www.a21group.com/-- is a leading online digital content  
company.  Through SuperStock and ArtSelect, a21 delivers high
quality images, art framing, and exceptional customer service.


ABENGOA BIOENERGY: Loan Buyout Cues S&P to Withdraw 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' issue rating
on Abengoa Bioenergy of Nebraska LLC's $90 million senior secured
bank loan due 2013.  S&P withdrew the rating at the issuer's
request following the company's buyout of the lenders' interest in
the loan.
     
Abengoa Bioenergy owns and operates an 88 million gallon per year
ethanol facility in Ravenna, Nebraska.


AEGIS MORTGAGE: Fitch Downgrades Ratings on $342.1MM Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Aegis mortgage pass-
through certificates.  Affirmations total $111.3 million and
downgrades total $342.1 million.  Additionally, $76.4 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Aegis 2005-2
  -- $19.9 million class IA2 affirmed at 'AAA',
     (BL: 97.74, LCR: 2.21);

  -- $25.5 million class IA3 rated 'AAA', placed on Rating Watch
     Negative (BL: 84.90, LCR: 1.92);

  -- $40.2 million class IIA1 affirmed at 'AAA',
     (BL: 90.39, LCR: 2.05);

  -- $10.0 million class IIA2 rated 'AAA', placed on Rating Watch
     Negative (BL: 84.79, LCR: 1.92);

  -- $38.5 million class M1 downgraded to 'A' from 'AA+'
     (BL: 72.04, LCR: 1.63);

  -- $34.0 million class M2 downgraded to 'BB' from 'AA'
     (BL: 60.02, LCR: 1.36);

  -- $21.0 million class M3 downgraded to 'B' from 'AA-'
     (BL: 52.46, LCR: 1.19);

  -- $18.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 45.86, LCR: 1.04);

  -- $18.0 million class M5 downgraded to 'CCC' from 'A'
     (BL: 39.39, LCR: 0.89);

  -- $16.5 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 33.40, LCR: 0.76);

  -- $15.0 million class B1 downgraded to 'CC/DR6' from 'BBB+'
     (BL: 27.88, LCR: 0.63);

  -- $14.0 million class B2 downgraded to 'CC/DR6' from 'BBB',
     removed from Rating Watch (BL: 22.67, LCR: 0.51).

Deal Summary
  -- Originators: Aegis
  -- 60+ day Delinquency: 48.54%
  -- Realized Losses to date (% of Original Balance): 3.35%
  -- Expected Remaining Losses (% of Current balance): 44.15%
  -- Cumulative Expected Losses (% of Original Balance): 16.51%

Aegis 2005-3
  -- $51.2 million class A2 affirmed at 'AAA',
     (BL: 93.43, LCR: 2.07);

  -- $40.9 million class A3 rated 'AAA', placed on Rating Watch
     Negative (BL: 80.55, LCR: 1.78);

  -- $34.0 million class M1 downgraded to 'A' from 'AA+'
     (BL: 67.79, LCR: 1.5);

  -- $30.2 million class M2 downgraded to 'BB' from 'AA'
     (BL: 56.44, LCR: 1.25);

  -- $19.1 million class M3 downgraded to 'B' from 'AA-'
     (BL: 49.14, LCR: 1.09);

  -- $17.4 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 42.54, LCR: 0.94);

  -- $15.7 million class M5 downgraded to 'CCC' from 'A'
     (BL: 36.59, LCR: 0.81);

  -- $15.7 million class M6 downgraded to 'CC/DR6' from 'A-'
     (BL: 30.60, LCR: 0.68);

  -- $13.6 million class B1 downgraded to 'CC/DR6' from 'BBB+'
     (BL: 25.33, LCR: 0.56);

  -- $11.5 million class B2 downgraded to 'C/DR6' from 'BBB-'
     (BL: 20.96, LCR: 0.46);

  -- $9.4 million class B3 downgraded to 'C/DR6' from 'BB'
     (BL: 17.69, LCR: 0.39).

Deal Summary
  -- Originators: Aegis
  -- 60+ day Delinquency: 44.62%
  -- Realized Losses to date (% of Original Balance): 3.36%
  -- Expected Remaining Losses (% of Current balance): 45.24%
  -- Cumulative Expected Losses (% of Original Balance): 17.88%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and 2005 with regard to continued poor loan performance and
home price weakness.


ALASKA COMMS: Earns $120.4 Million in Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Alaska Communications Systems Group Inc. reported net income of
$120.4 million for the fourth quarter ended Dec. 31, 2007,
compared to net income of $4.2 million during the fourth quarter
of 2006. Fourth quarter 2007 benefited from a one time net tax
gain of $111.2 million.

Revenues were $99.1 million, a 7.9 percent increase over fourth
quarter 2006 revenues of $91.9 million.

EBITDA was $34.0 million, an increase of 7.9 percent, compared to
$31.5 million for the year ago period.

Operating income of $15.0 million was up 27.8 percent from
$11.8 million in the prior year.
    
Net cash provided by operating activities of $26.6 million was in
line with the prior year performance of $26.7 million.

                      Management's Comments

Liane Pelletier, ACS president and chief executive officer,
stated, "Our 2007 performance represents the third consecutive
year in which we exceeded revenue and EBITDA targets.  Wireless
would be offset by a commensurate change in the Company's
valuation allowance against its deferred tax assets.revenue, now
36 percent of company revenues, benefited from revenue growth of
19 percent and lower churn.  Wireline revenue also grew, at an
overall rate of 6 percent, and 45 percent within the enterprise
segment; this growth establishes an important track record and
contributes meaningfully to our plans for long term value creation
in the $200 million Alaska enterprise market."

David Wilson, ACS senior vice president and chief financial
officer, said, "Solid execution against our strategic plan
continues to drive expansion in shareholder cash flow, with
$104.9 million of cash generated from operating activities in
2007, up 14.3 percent over the prior year.  Our operating
performance in 2007 also benefited from higher than run rate
wireline network access revenue which benefited from favorable
carrier settlements and $6.5 million in regulatory agency
settlements."

"We remain comfortably positioned to fund our long haul fiber
investment having closed the quarter with $36.0 million in
unrestricted cash and short term investments, down only $900,000
million in a year where we invested $21.6 million in our growth
capex program and delevered by $5.1 million; full access to our
$45 million revolver; a net debt to EBITDA leverage ratio of only
2.9 times; and an expected dividend payout ratio, inclusive of
$6.0M in estimated launch costs for AKORN, of less than 70
percent," noted Wilson.

                Twelve Months Ended Dec. 31, 2007

Total revenues were $385.8 million, which represented a
10.6 percent increase over 2006 revenues of $348.7 million.
    
Net income for 2007 was $144.1 million, as compared to a net
income of $13.3 million in 2006.  Net income benefited from a one-
time, non-cash, income tax benefit of $111.2 million arising from
the release of the company's valuation reserve for its deferred
tax asset.

Net cash provided by operating activities for 2007 was
$104.9 million as compared to $91.8 million in 2006.

EBITDA for 2007 was $138.1 million, an increase of 14.0 percent
from $121.2 million in 2006.  2007 performance benefited from
network access revenue that management estimates was $10 million
higher than long term trends and $700,000  of out-of-period CETC
revenue received in the first quarter.

Investment in construction and capital investments, net of
capitalized interest, totaled $60.9 million, comprising
maintenance capital spend of $39.3 million; and investments in
growth capital expenditures of $21.6 million.

                 Restatement of Financial Results

The financial results presented for the periods ended Dec. 31,
2006 have been restated.

As reported by the Troubled Company Reporter on February 28, 2008,
the company said that in the course of its 2007 annual review of
financial results and application of financial controls,
management identified errors in the company's previously reported
depreciation expense for fiscal years 2006 and 2007.  Accordingly,
the company said it expects the restatement of its 2006 and 2007
financial results.  The company expects no significant changes to
previously reported revenues, EBITDA or cash flows; however,
previously reported depreciation expense and net income will
change.

In its regulatory filing with the Securities and Exchange
Commission, the company identified errors in its previously
reported depreciation expense for fiscal year 2006 and the first
three fiscal quarters of 2007.  Certain groups of assets employed
in the company's intrastate operations are depreciated over
extended lives as required by state regulations, giving rise to
"regulatory assets".  

As the result of a programmatic error, the company incorrectly
ceased to depreciate those regulatory assets prior to their
becoming fully depreciated.  The company recorded additional
depreciation charges and a corresponding reduction of its
regulatory asset of $5.8 million for the year ended Dec. 31, 2006,
and $5.2 million for the nine months ended Sept. 30, 2007.

As part of the restatement, the company also made adjustments to
the four quarterly interim periods in 2006 and the first three
interim periods in 2007 to correct errors identified which were
not material to the company's financial statements for the
respective periods, either individually or in the aggregate.

Adjustments included:

   i) the recording of additional wireline access revenue of
      $3.1 million in the first nine months of 2007.  The
      adjustment was made pursuant to a true up of cost studies
      performed at year end using actual results rather than
      preliminary budget information used during the year;

  ii) the capitalization of interest expense on funds used during
      construction of $625,000 in first three quarters of 2007 and
      $658,000 for the four quarterly periods in 2006; and

iii) a reduction of wireline revenue related to the non-
      elimination of accrued intercompany revenue that had the
      effect of overstating quarterly revenues by $446,000 in the
      first three quarters of 2007 and $615,000 for the four     
      quarterly periods in 2006.

          Effect on Taxes of Restated Financial Results

There is no difference between the gross adjustments arising out
of the restatement and the net effect of such adjustments after
taxes.  The company, during all restated reporting periods,
maintained a full valuation allowance against its net deferred tax
assets.  Thus, any incremental change in taxable income arising
out of the restatement would be offset by a commensurate change in
the company's valuation allowance against its deferred tax assets.

                 Liquidity and Capital Resources

At Dec. 31, 2007, the company had approximately $39.8 million in
net working capital, approximately $35.2 million in cash and cash
equivalents; $800,000 in short-term investments; and $2.6 million
in restricted cash.  As of Dec, 31, 2007, the company had $45.0
million of remaining capacity under its revolving credit facility,
representing 100% of available capacity.

Subsequent to Dec. 31, 2007, the company invested excess cash in
auction rate securities.  Recent uncertainties in the credit
markets have resulted in failed auctions for the company's entire
existing portfolio of auction rate securities of $4.5 million.
These investments are no longer currently liquid.

As of Dec. 31 2007, total long-term obligations outstanding were
$433.0 million consisting of a $427.9 million draw from the
company's $472.9 million 2005 senior credit facility which has an
un-drawn revolving credit facility of $45.0 million; and
$5.1 million in finance lease obligations.  

The company also entered into floating-to-fixed interest rate
swaps with total notional amounts of approximately $135.0 million,
$85.0 million, $40.0 million, $115.0 million and $52.9 million
which swap the floating interest rate on the entire term loan
borrowings under the 2005 senior credit facility for a further two
to four years at a fixed rate of 5.88%, 6.25%, 6.18%, 6.71% and
6.75%, per year, respectively, inclusive of the 1.75% premium over
LIBOR.  The swaps are accounted for as cash flow hedges.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$663.2 million in total assets, $589.2 million in total
liabilities, and $74.0 million in total stockholders' equity.

Alaska Communications reported $562,321,000 in total assets and
$587,010,000 in total liabilities, reflecting a $24,689,000
stockholders' deficit, as of December 31, 2006.
          
Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ad9

                   About Alaska Communications

Based in Anchorage, Alaska, Alaska Communications Systems Group
Inc. (Nasdaq: ALSK) -- http://www.alsk.com/-- provides broadband  
and other wireline and wireless solutions to Enterprise, Carrier
and mass market customers in Alaska.  The ACS wireline operations
include the state's most advanced data networks and, to be
launched in early 2009, the only diverse undersea fiber optic
system connecting Alaska to the contiguous United States.


ALITALIA SPA: Air France-KLM Formally Withdraws Binding Offer
-------------------------------------------------------------
Air France-KLM SA has formally withdrawn its binding offer to
acquire the Italian government's 49.9% stake in Alitalia S.p.A.,
Chris Staiti and Andrew Davis write for Bloomberg News.

According to Air France, the report adds, the agreement disclosed
last March 14 was "no longer valid" since the conditions that
needed to be met "were not fulfilled."

Air France, Alitalia and its unions expressed willingness to
resume sale negotiations, which was stalled after the parties
failed to reach an agreement on the French carrier's offer.  

Air France CEO Jean Cyril Spinetta said the airline will not
submit a new offer, stressing that the amended plans presented to
unions during the negotiations was the only one that would enable
Alitalia to return to profitability within a short time.

Alitalia chairman Aristide Police had recommended the resumption
of negotiations between the parties.

Prime Minister-elect Silvio Berlusconi had said he might accept an
acquisition of Alitalia by Air France through a tie-up between the
carriers.  Mr. Berlusconi said Alitalia could be a part of a
"three-way  merger of equals," referring to becoming a possible
third carrier to the merger of Air France and KLM Royal Dutch
Airlines.  

                         Bridging Loan

Gianni Letta, an adviser to Mr. Berlusconi, and nephew Enrico,
undersecretary to current Prime Minister Enrico Prodi, have agreed
to press for a EUR150 million emergency bridging loan for
Alitalia, Bloomberg News relates.  They also agreed to work on a
joint strategy to sell Alitalia before its cash runs out.

As of March 31, 2008, Alitalia had EUR170 million in cash and
credits available to finance its operations.  The government had
pledged to grant Alitalia a EUR300 million bridging loan if the
sale of its 49.9% stake to Air France pushes through.

The Italian carrier said in January 2008 that it needs to raise
EUR750 million in fresh funds in the first half of the year to
remain at "adequate operating levels."

                        Italian Bidders

AirOne S.p.A., banks led by Intesa Sanpaolo S.p.A. and Italian
businessmen led by Mr. Berlusconi adviser Bruno Ermolli may form a
group to bid for Alitalia, Bloomberg News says, citing an
unsourced Il Messaggero report.

According to Il Messaggero, AirOne will own 40% of the bidding
vehicle, the banks will control 40% and Mr. Bruno's group will
hold 20%.

Mr. Berluconi has been insisting that an Italian consortium will
present a binding offer for Italy's 49.9% stake in Alitalia in
less than a month.

                         About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, and
EUR625.6 million in 2006.

Italian Finance Minister Tommaso Padoa-Schioppa had said that if
the sale to Air France fails, Alitalia may seek protection from
creditors and the government would appoint a special
commissioner to initiate bankruptcy proceedings.  

Alitalia operates flights to U.S. cities of New York, Boston,
Chicago and Miami.  Alitalia also operates flights to other
U.S. destinations in partnership with other carriers.


ALOHA AIRLINES: May Employ Sheppard Mullin as Labor Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii
granted Aloha Airlines Inc. and its debtor-affiliates authority to
employ Sheppard Mullin Richter & Hampton LLP as their special
labor, employment and employee benefits counsel, nunc pro tunc to
the petition date.

The employment of Sheppard Mullin is necessary as the Debtors
require the assistance of special labor counsel to represent them
in connection with labor and employment law matters.

Sheldon M. Kline, Esq., a partner at Sheppart Mullin, told the
Court that the firm neither holds or represents any interest
adverse to the Debtors and their estates and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the bankruptcy code.

Sheppard Mullin will charge for its services on an hourly basis in
accordance with its its ordinary and customary hourly rates in
effect on the date services are rendered.  

                      About Aloha Airlines

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

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

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


AMERICAN HOME: Fitch Junks Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on 1 American Home mortgage
pass-through certificate.  Affirmations total $46.2 million and
downgrades total $17.3 million.  Additionally, $6.1 million was
placed on Rating Watch Negative.

American Home Mortgage Investment Trust 2005-SD1 Group 1
  -- $19.5 million class I-A1 affirmed at 'AAA';
  -- $2.4 million class I-M1 affirmed at 'AA';
  -- $1.1 million class I-M2 downgraded to 'BBB' from 'A';
  -- $0.9 million class I-M3 downgraded to 'B' from 'BBB';
  -- $1.2 million class I-M4 downgraded to 'CC/DR3' from 'BB'.

Deal Summary
  -- Originators: American Home
  -- 60+ day Delinquency: 10.85%
  -- Realized Losses to date (% of Original Balance): 0.21%

American Home Mortgage Investment Trust 2005-SD1 Group 2
  -- $17.1 million class II-A1 affirmed at 'AAA';
  -- $7.2 million class II-M1 affirmed at 'AA';
  -- $6.1 million class II-M2 downgraded to 'BBB' from 'A' and
     placed on Rating Watch Negative;

  -- $5.5 million class II-M3 downgraded to 'C/DR4' from 'BBB-';
  -- $2.4 million class II-M4 downgraded to 'C/DR6' from 'B';
  -- Class II-M5 remains at 'C/DR6'.

Deal Summary
  -- Originators: American Home
  -- 60+ day Delinquency: 7.44%
  -- Realized Losses to date (% of Original Balance): 14.55%


ARCAP 2003-1: Fitch Affirms 'BB' Rating on $24MM Class K Notes
--------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed nine classes of notes
issued by ARCap 2003-1 Resecuritization, Inc. as:

  -- $54.8 million class A notes affirmed at 'AAA';
  -- $36 million class B notes affirmed at 'AAA';
  -- $20.5 million class C notes affirmed at 'AAA';
  -- $15.4 million class D notes upgraded to 'AAA' from 'AA+';
  -- $36.1 million class E notes affirmed at 'AA';
  -- $13 million class F notes affirmed at 'A';
  -- $45 million class G notes affirmed at 'A';
  -- $9 million class H notes affirmed at 'A-';
  -- $28 million class J notes affirmed at 'BBB';
  -- $24 million class K notes affirmed at 'BB'.

Fitch does not rate class L.

The current credit enhancement to the rated classes in relation to
the credit quality of the remaining collateral warrants the
upgrade.

ARCap 2003-1 is a commercial real estate collateralized debt
obligation that closed Aug. 27, 2003.  The portfolio is primarily
backed by commercial mortgage backed securities B-pieces and is a
static transaction.  A predecessor of Centerline REIT Inc.
selected the initial collateral, and Centerline REIT Inc. (rated
'CAM1-' as a CDO asset manager by Fitch) currently serves as the
collateral administrator.

CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

ARCap 2003-1 is collateralized by all or a portion of 64 classes
of commercial mortgage backed-securities in 13 separate underlying
transactions.  All performance and collateral information is based
on the March 2008 trustee report.  The pool's obligor diversity is
considered below average for CMBS B-piece resecuritizations, and
the vintage distribution of the CMBS collateral ranges from 1999
to 2003 (an average of 6.3 years of seasoning).  Approximately
5.9% of the collateral currently is rated below 'B-'.  However,
there are no unrated or first loss bonds, therefore this
transaction is not likely to experience losses in the near-term.  
While overall a significant portion of the collateral is below
investment grade, approximately 17% is investment grade.  ARCap
2003-1 holds 42.7% in the 'BB' category and 34.4% in the 'B'
category.

The collateral has experienced no amortization or losses to date.  
Additionally, most of the underlying classes have a significant
amount of subordination and can therefore withstand future losses
to the underlying loans.

Since last review (May 4, 2007), the transaction has experienced
overall positive rating migration as 12.7% of the collateral was
upgraded an average of one notch, and one bond (1.4%) was
downgraded three notches.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings on the class A and B notes address the
timely payment of interest and ultimate repayment of principal.  
The ratings on the classes C through K notes address the ultimate
payment of interest and ultimate repayment of principal.


ASARCO LLC: Six Affiliates File Separate Chapter 11 Petitions
-------------------------------------------------------------
Six debtor-affiliates of bankrupt Asarco, LLC filed for separate
voluntary Chapter 11 petitions with the United States Bankruptcy
Court for the Southern District of Texas on April 21, 2008.  They
are:

       Entity                                     Case No.
       ------                                     --------
       Wyoming Mining & Milling Co.               08-20197
       Alta Mining & Development Co.              08-20198
       Tulipan Co., Inc.                          08-20199
       Blackhawk Mining & Development Co., Ltd.   08-20200
       Peru Mining Exploration & Development Co.  08-20201
       Green Hill Cleveland Mining Co.            08-20202

Romina L. Mulloy, Esq., at Baker Botts L.L.P. also represents the
debtor-affiliates in their restructuring efforts.  They all listed
estimated assets and debts below $1 million at the time of filing.

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 Apr. 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 have until June 10, 2008 to file a Chapter 11 plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ATC HEALTHCARE: Non-compliance Prompts Amex to Delist Securities
----------------------------------------------------------------
The American Stock Exchange LLC reported its final determination
to remove the common stock of ATC Healthcare Inc. from listing on
the Exchange, and filed an application on Form 25 to strike the
Securities from listing with the Securities and Exchange
Commission.  The delisting will become effective on April 28, 2008
unless postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to ATC
Healthcare Inc. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's Board of Governors.
    
On March 14, 2008, ATC Healthcare Inc. disclosed that it received
a letter on March 10, 2008 from the American Stock Exchange
indicating AMEX's intent to strike ATC's common stock from the
AMEX by filing a delisting application with the Securities and
Exchange Commission pursuant to Section 1009(d) of the Amex
company Guide.

The AMEX believes ATC has failed to make progress consistent with
the plan of compliance previously submitted to and accepted by
AMEX and, as a consequence, the plan no longer presents a
reasonable basis of ATC's ability to regain compliance.  In
particular, the AMEX cited ATC's failure to comply with Sections
134 and 1101 of AMEX company Guide due to its failure to file its
Quarterly Reports on Form 10-Q for the quarters ended Aug. 31,
2007 and Nov. 30, 2007.  In addition, AMEX stated that ATC's
failure to publicly report information concerning its financial
position or results limits AMEX's ability to evaluate ATC's
progress towards compliance with Section 1003(a)(iii) of the AMEX
company guide.  Moreover, AMEX stated, ATC is not in compliance
with Section 1003(f)(v) of the AMEX company Guide because the
company's common stock has been trading for a substantial period
of time at prices per share ranging over the past six months
between $.09 and $.28 per share.

                      About ATC Healthcare

Headquartered in Lake Success, New York, ATC Healthcare Inc.
(OTC:AHNA) -- http://atchealthcare.com/-- provides medical  
supplemental staffing services.  The company provides supplemental
staffing to healthcare facilities through its network of 52
offices in 31 states, of which 45 are operated by 30 licensees and
7 are owned and operated by the company.  It offers clients
qualified healthcare associates in over 50 job categories ranging
from the highest level of specialty nurse, including critical
care, neonatal and labor and delivery, to medical administrative
staff, including third-party billers, administrative assistants,
claims processors, collection personnel and medical records
clerks.  The nurses provided to clients include registered nurses,
licensed practical nurses and certified nursing assistants.  Other
services include allied health staffing, which includes mental
health technicians, a variety of therapists, radiology technicians
and phlebotomists.  In June 2006, ATC acquired the assets of
Critical Nursing Services Inc.


ATSI COMMUNICATIONS: January 31 Balance Sheet Upside-Down by $250K
------------------------------------------------------------------
ATSI Communications Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $2,516,000 in total assets and $2,766,000 in total
liabilities, resulting in a $250,000 total stockholders' deficit.

The company reported net income of $79,000 for the second fiscal
quarter ended Jan. 31, 2008, compared to net income of $38,000 for
the same period in the previous year.

The company incurred $178,000 in net non-cash expenses during the
quarter ended Jan. 31, 2008, compared with $36,000, net of a
$192,000 non-cash preferred dividend benefit during the quarter
ended Jan. 31, 2007.  Non-cash expenses incurred during the period
include depreciation, amortization, interest, stock compensation
and preferred dividends.

"Our second fiscal quarter was a record quarter for ATSI in almost
every metric we utilize to measure the performance of our
business," Arthur L. Smith, CEO of ATSI stated.  "We continued
expansion of our sales team during the 2nd quarter to drive future
growth while developing a proprietary billing and operational
support system to further facilitate a scalable business model.  I
commend our team for delivering on the objective of improving
gross profit while controlling expenses that to date has resulted
in exceeding the company's business plan for fiscal year 2008."

                   About ATSI Communications

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

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

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Malone & Bailey PC, in Houston, Texas, expressed substantial doubt
about ATSI Communications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm stated that ATSI has a working capital deficit, has
suffered recurring losses from operations and has a stockholders'
deficit.


BABS TRUSTS: Moody's Cuts Five Tranches' Ratings from RMBS Deal
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 5 tranches
from 1 subprime RMBS transaction issued by Basic Asset Backed
Securities Trust.  2 downgraded tranches remain on review for
possible further downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

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

Complete rating actions are:

Basic Asset Backed Securities Trust 2006-1

  -- Cl. M-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from B3

  -- Cl. M-5, Downgraded to Caa2 from B3

  -- Cl. M-6, Downgraded to C from Ca


BRAVO MORTGAGE: Moody's Cuts 10 Tranches' Ratings From 1 RMBS Deal
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 tranches
from 1 subprime RMBS transaction issued by Bravo.  2 downgraded
tranches remain on review for possible further downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

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

Complete rating actions are:

Issuer: Bravo Mortgage Asset Trust 2006-1

  -- Cl. M-2, Downgraded to Baa2 from Aa2

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

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

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

  -- Cl. M-6, Downgraded to Caa1 from A3

  -- Cl. M-7, Downgraded to Caa2 from Baa2

  -- Cl. M-8, Downgraded to Caa3 from Baa3

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

  -- Cl. M-10, Downgraded to C from Ba2

  -- Cl. M-11, Downgraded to C from Ba3


CAMPBELL RESOURCES: Posts $18.9 Mil. Net Loss for 2007
------------------------------------------------------
Campbell Resources Inc. reported net loss of $18.9 million for the
fiscal year 2007 ended Dec. 31, down from $41.1 million in 2006.  
The net loss in 2006 included a write-down of the carrying value
of the Copper Rand Mine by $23.7 million and the write-down of the
Joe Mann Mine to $1.3 million.  No project write-downs were taken
in 2007.

As of Dec. 31, 2007, the company reflected total assets
$65.350 million, total liabilities $59.219 million and a total
stockholders' equity of $6.131 million.

"Fiscal 2007 was a very important year for Campbell, during which
we implemented a number of changes in our operations and brought
new assets on stream, all of which created a solid base for future
growth," Andre Fortier, Campbell's president and chief executive
officer, said.  "As we enter 2008, Campbell now has three
operations in production, in line with our strategy to increase
throughput at the Copper Rand mill, which is now operating on a
five day per week schedule."

"We have increased the number of producing faces at the Copper
Rand Mine from one to three, with more to come in 2008 and 2009;
we are ramping up production of higher grade ore at Corner Bay and
expect to reach the main ore zone in the second quarter; and the
Merrill Pit has performed well, with higher grade areas targeted
for production this year," Mr. Fortier added.  "These positive
developments point toward substantially higher production levels,
more competitive costs per ton and significantly improved
financial performance in 2008."

The Copper Rand Mine began commercial production on Jan. 1, 2007.   
Prior to that date, net metal sales from Copper Rand were applied
against development costs.  Production at the Joe Mann Mine ceased
in September, 2007.  In 2006, Joe Mann was the Company's only mine
that had achieved commercial production.  Mining at the Merrill
Pit began in October, 2007.

Gross metal sales totaled $26.8 million in 2007 compared to
$11.9 million in 2006, $15.9 million of gross metal sales of
Copper Rand were applied against development costs in 2006.  The
net decrease of $1.0 million is primarily due to the 17% reduction
in ore tonnage combined with a 13% reduction in gold grade from
0.207 oz./t in 2006 to 0.181 oz./t at Joe Mann in 2007, a 23%
reduction in average copper grade at Copper Rand from 2.19% in
2006 to 1.69% in 2007, a decrease in the average selling price per
pound of copper, from $3.29 US in 2006 to $3.37 US in 2007 and the
strength of the Canadian dollar vis-a-vis the US dollar had a
major impact on revenue.

In 2007, production costs increased by $24.4 million to
$38.3 million, up $13.9 million from 2006.  The bulk of the
increase is due to the fact that $16.0 million in production costs
at Copper Rand were capitalized during 2006 as the mine had not
yet achieved commercial production.  The remaining $8.4 million is
primarily due to Copper Rand's implementation of the Alimak mining
system, additional development undertaken to access additional
mining zones, commissioning of the backfill plant and backfilling
of all mined open stopes, increased maintenance expenses, re-
initiation of a definition drilling program, and rehabilitation
costs incurred following a rock fall in the main ramp at the end
of February, 2007.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. (TSX:
CCH, OTC BB: CBLRF) -- http://www.ressourcescampbell.com/-- is a    
mining company focusing mainly in the Chibougamau region of
Quebec, holding interests in gold and gold-copper exploration and
mining properties.  The Superior Court of Quebec (Commercial
District) granted the company protection under the CCAA on
June 30, 2005.  The plans of arrangement presented to the
creditors of Campbell Resources Inc., Meston Resources Inc. and
MSV Resources Inc., under the Companies' Creditors Arrangement
Act, received the required approvals on June 27, 2006, in
Chibougamau.

The main assets of the company are the Joe Mann Mine, an
underground gold mine owned by Meston Resources Inc., a wholly
owned subsidiary of the company, the Copper Rand Mine, an
underground gold and copper mine owned by MSV Resources Inc., a
wholly owned subsidiary of the company, and the Corner Bay
Property, located near the Chibougamau Lake in the townships of
Lemoine and Obalski, a total of 16 claims, which are held by MSV.

The company's properties include Pitt Gold, Berthiaume Syndicate,
Chevrier, Gwillim, Joe Mann Mine, Cedar Bay, Copper Rand Mine,
Corner Bay, Eastmain and Lac Harbour.  The activities of GeoNova
Explorations Inc. consist mainly in the acquisition, exploration
and development of mining properties.  It focuses on exploration
in the Province of Quebec and more specifically, in the Abitibi
region.


CAROL CHRISTA: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carol W. Christa
        a.k.a. Carol Lau
        828 Valley View Lane
        Duluth, GA 30096

Bankruptcy Case No.: 08-66247

Chapter 11 Petition Date: April 1, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Judge C. Ray Mullins

Debtor's Counsel: Jerry A. Daniels, Esq.
                  Jerry A. Daniels, LLC
                  Suite 300
                  175 Gwinnett Drive
                  Lawrenceville, GA 30045
                  Phone: (770) 962-4070
                  E-mail: jerry@danielstaylor.com

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $50,001 to $1 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   ------                      ---------------       ------------
USAA Credit Card Services      Credit card purchases   $17,379
P. O. Box 65020
San Antonio, TX 78265-5020

GA Department of Revenue -     Income taxes              4,956
BK 2007
4245 International Parkway
Suite B
Atlanta, GA 30354

Bank of America                Credit card purchases     3,311
P. O. Box 37291
Baltimore, MD 21297-3291

Discover Card                  Credit card purchases     2,194

MacCord Mason PLLC             Attorney fees             2,468

Cherokee Surveying Co. Inc.    Trade debt                2,025

Bank of America                Credit card purchases     1,755

Anderson Tate & Carr, P.C.     Attorney fees             1,093

Walter Edwards, MD            Medical Expenses           1,013

Atlanta Outpatient Surgery    Medical Expenses         Unknown

Superior Surgical             Medical Expenses              75

Your Extra Attic              Rent on Storage          Unknown
                               units


CHEM RX: Moody's Changes Outlook to Negative; Holds 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Chem Rx Corporation's B2
corporate family rating, but revised its ratings outlook to
negative from stable.  The outlook revision reflects the company's
weaker than expected operating performance relative to Moody's
expectations.

The company has experienced increased delivery costs and increased
competition from local players while operating margins at the New
Jersey operation were lower than expected.  An increase to the
reserve for doubtful accounts also reduced earnings.  The outlook
revision also reflects higher than expected drawings under the
revolving credit facility.

As a result of these issues, the company's flexibility under its
financial covenants is limited.  Notwithstanding these risks,
Moody's recognizes the potential for improved operating
performance in fiscal 2008 due to an expectation of continued
organic growth in the number of beds, a potential stabilization of
its New Jersey operations, and a ramp-up of the new Florida
operations.

These ratings were affirmed:

  -- Corporate family rating at B2;

  -- Probability-of-default rating at B2;

  -- $25 million senior secured revolving credit facility due 2012
     at B1 (LGD3, 38%). Point estimate revised from (LGD3, 36%);

  -- $80 million first lien senior secured term loan due 2013 at
     B1 (LGD3, 38%). Point estimate revised from (LGD3, 36%);

  -- $20 million first lien delayed draw term loan due 2013 at B1
     (LGD3, 38%). Point estimate revised from (LGD3, 36%);

  -- $37 million second lien senior secured term loan due 2014 at
     Caa1 (LGD5, 84%). Point estimate revised from (LGD5, 82%).

The $20 million delayed draw term loan expires on July 31, 2008.   
Assuming this term loan remains unused, Moody's will withdraw the
rating at that time.

Chem Rx's B2 corporate family rating continues to reflect high
financial leverage, modest scale, the concentration of business
within one segment, significant competition from Omnicare Inc. and
PharMerica Corporation (which are much larger and better
capitalized than Chem Rx) as well as from smaller local players,
low barriers to entry, significant supplier concentration, narrow
geographic focus on the New York region, the potential for
unforeseen challenges as the company ramps-up new facilities, and
cash flow pressure stemming from its material working capital
requirements.

The rating also considers the highly competitive and fragmented
nature of the institutional pharmacy market and acquisition risk
as the company seeks to expand its geographic presence.  The
rating is supported by the company's competitive position as one
of the few players of scale in the institutional pharmacy market,
good organic growth trends, modest capital expenditure
requirements, and its adequate liquidity profile.

Headquartered in Long Beach, New York, Chem Rx Corporation
provides institutional pharmacy services to skilled nursing
facilities and other long-term healthcare institutions.  For the
fiscal year ended Dec. 31, 2007, Chem Rx generated pro forma sales
of approximately $317 million.


CHILDREN'S TRUST: Fitch Expects to Rate $47.377MM Bonds at BB
-------------------------------------------------------------
Fitch expects to rate Children's Trust (Puerto Rico) Series 2008
Tobacco Bonds as:

  -- $157,912,329 series 2008A turbo capital appreciation bonds
     due May, 15 2058,'BBB-';

  -- $47,377,904 series 2008B turbo capital appreciation bonds due
     May, 15 2058,'BB.'


CIT GROUP: To Raise $1 Bil., Partly to Pay Interest on Notes
------------------------------------------------------------
CIT Group Inc. commenced concurrent offerings of common stock and
non-cumulative perpetual convertible preferred stock, series C,
with a liquidation preference of $50 per share, for an aggregate
of $1 billion.  CIT also expects to grant the underwriters for the
offerings an over-allotment option to purchase additional shares
of the common stock and an over-allotment option to purchase
additional shares of the convertible preferred stock.  The
offerings are being conducted as public offerings registered under
the Securities Act of 1933.

The convertible preferred stock will be convertible into shares of
CIT's common stock, plus cash in lieu of fractional shares.  The
non-cumulative dividend rate, conversion rate and other terms will
be determined by negotiations between CIT and the underwriters of
the convertible preferred stock offering.  An application has been
made to list the convertible preferred stock on the New York Stock
Exchange under the symbol "CITPrC."

CIT intends to use the net proceeds from the sale of the common
stock and the sale of the convertible preferred stock for general
corporate purposes, including, in the case of the sale of the
common stock, the payment of dividends on its outstanding
preferred stock for the second quarter of 2008 in an amount of
approximately $8 million and the payment of interest on its
outstanding junior subordinated notes in the third quarter of 2008
in an amount of approximately $23 million.

The Troubled Company Reporter reported on March 25, 2008 that
CIT Group is drawing upon its $7.3 billion in unsecured U.S. bank
credit facilities, and will use the proceeds to repay debt
maturing in 2008, including commercial paper, and provide
financing to its core commercial franchises.

The report also contained that according to various sources, the
company failed to draw from its normal operational funding after
ratings firms downgraded the bank's debt.

J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
Lehman Brothers Inc. and Citigroup Global Markets Inc. are serving
as joint bookrunning managers of these offerings.  The offerings
will be made under CIT's shelf registration statement filed with
the Securities and Exchange Commission.

                         About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a global   
commercial finance company that provides financial products and
advisory services to more than one million customers in over 50
countries across 30 industries.  A leader in middle market
financing, CIT has more than $80 billion in managed assets and
provides financial solutions for more than half of the Fortune
1000.  A member of the S&P 500 and Fortune 500, it maintains
leading positions in asset-based, cash flow and Small Business
Administration lending, equipment leasing, vendor financing and
factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.


COGENTRIX ENERGY: Facility Cancellation Cues S&P to Withdraw Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Cogentrix Energy Inc., and at the same time,
withdrew the 'BB+' senior secured issue rating on Cogentrix's
$50 million revolving credit facility, following the cancellation
of the facility.  There is currently no rated debt at the company.


CHRYSLER LLC: Calls Back Laid-Off Workers, Report Says
------------------------------------------------------
Chrysler LLC has taken back some third shift employees it laid-off
in March 2008 under a 199-day Enhanced Temporary Employees
contract, Dani Maxwell of 13 News reports.  The workers will begin
work on May 5, with a starting pay of $14 an hour with no benefits
or vacation time.

As reported in the Troubled Company Reporter on March 11, 2008,
around 1,100 workers were laid-off as Chrysler LLC formally shuts  
down its plant in Belvidere, Illinois.  The closure of the plant,
which produces the company's line of Dodge Caliber, Jeep Patriot,
and Jeep Compass brands, is part of the automaker's move to
consolidate operations, streamline production, and generally
reduce costs.  Chrysler already took measures such as tossing away
duplicative car models, moving far-flung operations to its
headquarters, and made deals with Daimler AG to access new
technology.

The company's moves came after it lost its tooling battle with
Plastech Engineered Products Inc.  As previously reported, the
U.S. Bankruptcy Court for the Eastern District of Michigan denied
the company's request to pull out tooling equipment from
Plastech's plants.  However, the parties have agreed to subsequent
supply deals.

The Belvidere plant's third shift workers began work in July 2006
when Chrysler decided to turn off its robotic body shop.  As their
employment drew to a close, the company stationed extra security
at the plant to prevent rumored violence when the workers went
out.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services revised its recovery rating on
Chrysler's $2 billion senior secured second-lien term loan due
2014.  The issue-level rating on this debt remains unchanged at
'B', and the recovery rating was revised to '3', indicating an
expectation for 50% to 70% recovery in the event of a payment
default, from '4'.

Both the issue-level and recovery ratings on Chrysler's $7 billion
first-lien term loan due 2013 remain unchanged.  The issue-level
rating on this debt is 'BB-' with a recovery rating of '1',
indicating an expectation for 90% to 100% recovery in the event of
a payment default.


COMM 2005-C6: S&P Places Ratings Under Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on seven
classes of commercial mortgage pass-through certificates from COMM
2005-C6 on CreditWatch with negative implications.  The ratings on
three additional classes remain on CreditWatch negative.
     
The CreditWatch placements reflect Standard & Poor's preliminary
analysis of the 10th-largest loan, Communities at Southwood.  
S&P's analysis suggests a significant value decline compared with
the value at issuance.  The loan was transferred to the special
servicer, Capmark Finance Inc., on Feb. 8, 2008, due to imminent
default.  Standard & Poor's will update or resolve the CreditWatch
negative placements as S&P continue to monitor the workout process
for all of the specially serviced assets.
     
The 10th-largest loan has a total exposure of $50.2 million,
including interest and advancing thereon.  In addition, the
borrower's equity interest in the property secures a $4.0 million
mezzanine loan.  The loan is secured by a 1,286-unit multifamily
complex in Richmond, Virginia.  The property was built between
1970 and 1979 and renovated in 2004.  Year-end 2007 debt service
coverage for the property was 0.50x and occupancy was 70%,
compared with an occupancy of 98% at issuance.  The preliminary
analysis used the borrower's 2007 financial statement and
considered current market occupancy and rental rate information.  
Standard & Poor's analysis derived a value approximately 31%
lower than its level at issuance.
     
Capmark has ordered a new appraisal, and preliminary indications
show that the final appraisal is likely to result in a substantial
appraisal reduction amount, which will cause appraisal subordinate
entitlement reduction shortfalls.  S&P will update and/or resolve
the CreditWatch negative placements as more details concerning the
workout process and property status become available.

               Ratings Placed on Creditwatch Negative

                            COMM 2005-C6
    Commercial mortgage pass-through certificates series 2005-C6

                      Rating
                      ------
      Class    To                 From    Credit enhancement
      -----    --                 ----    ------------------
      E        A-/Watch Neg       A-            6.83%
      F        BBB+/Watch Neg     BBB+          5.69%
      G        BBB/Watch Neg      BBB           4.56%
      H        BBB-/Watch Neg     BBB-          3.54%
      J        BB+/Watch Neg      BB+           2.91%
      K        BB/Watch Neg       BB            2.40%
      L        BB-/Watch Neg      BB-           2.15%


             Ratings Remaining on Creditwatch Negative

                            COMM 2005-C6
    Commercial mortgage pass-through certificates series 2005-C6

          Class    Rating              Credit enhancement
          -----    ------              ------------------
          M        B+/Watch Neg                1.52%
          N        B/Watch Neg                 1.39%
          O        B-/Watch Neg                1.14%


CONSTAR INT'L: Dec. 31 Balance Sheet Upside-Down by $72.3 Million
-----------------------------------------------------------------
Constar International Inc. reported $472.3 million in total assets  
and $544.6 million in total liabilities at Dec. 31, 2007,
resulting in a $72.3 million total stockholders' deficit.

Stockholders' deficit increased to $72.3 million at Dec. 31, 2007,
from $49.6 million at Dec. 31, 2006.  The increase was primarily
due to a net loss of $26.3 million in 2007 and the revaluation of
a cash flow hedge of $4.2 million, offset by postretirement
amortization of $6.3 million and foreign currency translation
adjustments of $1.8 million.

                      Fourth Quarter Results

Net loss was $14.1 million in the fourth quarter of 2007, compared
to a net loss of $7.2 million in the fourth quarter of 2006.

Consolidated net sales were $202.8 million in the fourth quarter
of 2007 compared to $207.1 million in the fourth quarter of 2006.

In the U.S., net sales were $159.5 million in the fourth quarter
of 2007 compared to $163.8 million in the fourth quarter of 2006.
This decrease in sales was driven by contractual price concessions
and the pass-through of lower resin costs to customers.

In Europe, net sales were $43.3 million in the fourth quarter of
2007, unchanged compared to the fourth quarter of 2006.  European
volume increased 7.1 percent for the fourth quarter of 2007
compared to the fourth quarter of 2006.  In addition, foreign
currency changes increased sales by 6.5 percent in the fourth
quarter of 2007 compared to the fourth quarter of 2006.  These
increases were offset by the pass through of lower resin costs and
a negative sales revenue mix shift to higher volume but lower
revenue products.

The company recorded a provision for restructuring of $555,000 in
the fourth quarter of 2007 related to the closing of one of the
company's U.S. facilities.

Operating loss was $2.3 million in the fourth quarter of 2007
compared to operating income of $1.4 million in the fourth quarter
of 2006.

Interest expense decreased to $10.0 million in the fourth quarter
of 2007 compared to $10.2 million in the fourth quarter of 2006.

Other expense was $1.7 million in the fourth quarter of 2007
compared to income of $1.3 million in the fourth quarter of 2006.
The expense in 2007 primarily resulted from the negative impact of
foreign currency translation of intra-company balances, partially
offset by net royalty income.

Credit Agreement EBITDA excluding restructuring charges in the
fourth quarter of 2007 decreased by $1.7 million, or 14.8 percent,
to $9.5 million from $11.1 million in the fourth quarter of 2006.

                      Management's Comments

"While we achieved our most recent EBITDA guidance, 2007 was a
disappointing year for Constar, mainly due to price declines
totaling $15 million and weak conventional sales.  In spite of the
obstacles we faced, we made great progress using our portfolio of
superior technologies to gain new volume that led to 23.8 percent
custom unit growth in the fourth quarter of 2007 compared to the
same quarter in 2006.  

"In addition, we expect approximately 30 percent unit growth in
custom packaging in 2008 due to the carryover impact of new custom
business secured in 2007 and newly signed custom contracts for
2008," commented Michael Hoffman, president and chief executive
officer of Constar.  "2008 performance is also supported by
contractual price increases and a strong liquidity position as we
begin the year."

                Restates 2006 Financial Statements

In connection with preparing its 2007 financial statements, the
company discovered errors related to:

   i) the improper capitalization of certain property, plant and
      equipment acquired in 2003 and prior periods;

  ii) an understatement of depreciation expense for certain  
      property, plant and equipment acquired in 2003 and prior
      periods; and

iii) improperly accounting for landlord incentives which
      understated current liabilities and property, plant and
      equipment.  In addition, the company corrected the
      classification within stockholders' deficit for the
      recording of a previously disclosed error in recording a
      deferred tax asset valuation allowance related to a minimum
      pension liability.

As a result, the company has restated its consolidated financial
statements for the year ended Dec. 31, 2006, in its 10K for the
year ended Dec. 31, 2007, to correct these errors, as well as
other previously identified errors that were corrected in the
periods they became known, rather than the periods in which they
originated.  

The impact of these non-cash adjustments resulting from this
review and for previously corrected non-cash items was a $700,000
increase to Credit Agreement EBITDA before restructuring for the
year ended Dec. 31, 2006, and a reduction of $1.8 million to the
previously reported net loss for the year ended Dec. 31, 2006.  
The impact of the restatement on periods prior to Jan. 1, 2006, is
reflected as an increase to beginning accumulated deficit of
$3.1 million and an increase of $3.4 million to beginning
accumulated other comprehensive loss.

The company will separately restate its quarterly financial
statements for 2007 and 2006 by amending its previously issued
2007 Quarterly Reports on Form 10-Q as soon as practicable.  In
light of the restatement, the company concluded that a material
weakness existed at Dec. 31, 2007, in the design and operation of
internal controls relating to accounting for property, plant and
equipment and related depreciation expense.  As a result, the
company did not maintain effective internal control over financial
reporting at Dec. 31, 2007.

                        Full Year Results

Consolidated net sales declined to $881.6 million in 2007 from
$927.0 million in 2006.

In the U.S., net sales decreased $61.1 million to $689.1 million
in 2007 from $750.2 million in 2006.  The decrease in U.S. net
sales in 2007 was driven by a decrease in unit volume of
4.5 percent and negative pricing impact of approximately
$15.0 million.  

In Europe, net sales increased $15.7 million to $192.5 million in
2007 from $176.8 million in 2006.  The increase in European net
sales in 2007 was primarily due to a 5.7 percent increase in total
unit volume and the strengthening of the British Pound and Euro
against the U.S. Dollar.

The company recorded a provision for restructuring of $3.7 million
in 2007 principally related to the company's facility in Holland
and a facility in the U.S.

Operating income was $15.1 million in 2007 compared to operating
income of $28.9 million in 2006.

Interest expense decreased $200,000 to $41.0 million in 2007.

In 2007, the company reported other expense of $564,000 compared
to other income of $2.8 million in 2006.  The expense in 2007
primarily resulted from the negative impact of foreign currency
translation of intra-company balances, partially offset by net
royalty income of $900,000.

Net loss in 2007 was $26.3 million, compared to a net loss of
$10.3 million in 2006.

Credit Agreement EBITDA excluding restructuring charges in 2007
decreased by 16.7 percent to $55.2 million from $66.3 million in
2006.

                          Free Cash Flow

Free cash flow was negative $15.3 million in 2007 as compared to
positive free cash flow of $21.7 million in 2006.  The decrease in
cash flow was driven by lower EBITDA results, cash restructuring
charges and increased capital spending in support of new customer
custom unit projects and less improvement in working capital in
2007 as compared to 2006.

                            Liquidity

As of Dec. 31, 2007, there were $400,000 of borrowings under the
Revolver Loan, $7.0 million outstanding under letters of credit
and $395 million in other debt.  The company had $4.3 million of
cash on its balance sheet, and the company had the ability to
borrow $54.8 million under the Revolver Loan.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, is available for free
at http://researcharchives.com/t/s?2ad6

                   About Constar International

Based in Philadelphia, Pa., Constar International (NASDAQ: CNST)
-- http://www.constar.net/-- is a manufacturer of PET plastic  
containers for food and beverages.  In addition, the company
produces plastic closures and other non-PET containers
representing less than 4% of sales.  Approximately 78% of the
company's revenues in 2007 were generated in the United States,
with the remainder attributable to its European operations.

                          *     *     *

Constar International Inc. still carries Moodys' Caa2 Senior
Subordinate Debt assigned on Sept. 11, 2006.


CONTINENTAL AIRLINES: S&P Changes Outlook to Negative on Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.
      
"The negative outlook is based on the earnings and cash flow
impact of rapidly increasing fuel prices and a weak U.S. economy,"
said Standard & Poor's credit analyst Philip Baggaley.  "While
Continental continues to report better operating results than its
peer 'legacy carriers,' including a relatively modest $80 million
first-quarter 2008 net loss, there is a clear risk of
deterioration in its financial profile due to the very difficult
airline industry outlook," the analyst continued.
     
The CreditWatch listing of selected enhanced equipment trust
certificates reflects concerns that collateral values of 50-seat
regional jets, which are less fuel-efficient on a per-seat basis
than most other planes, will come under pressure because of
continued high fuel prices.  Neither the outlook change nor the
CreditWatch listing are related to the impact of the recently
announced merger agreement between Delta Air Lines Inc. and
Northwest Airlines Corp., although S&P does believe that
Continental may enter into a merger of its own in response.  In
that event, S&P would place its ratings on Continental on
CreditWatch.
     
The 'B' long-term corporate credit rating on Houston-based
Continental reflects its participation in the high-risk airline
industry and a heavy debt and lease burden, but also better-than-
average operating performance among its peer large U.S. hub-and-
spoke airlines.  S&P expects Continental, like other U.S.
airlines, to report materially worse earnings and cash flow in
2008 than last year (when the company reported an impressive
$566 million of pretax earnings), because of much higher fuel
prices and a weak U.S. economy.  The company's first-quarter loss,
while likely to be the best result among peer legacy carriers,
showed the impact of higher fuel prices ($433 million higher,
including the indirect impact through payments to regional partner
airlines).

Continental, the fourth-largest U.S. airline, serves markets
mainly in the southern and eastern U.S. from hubs at Houston;
Newark, New Jersey; and Cleveland, Ohio.  International routes
serve the central Pacific, selected Asian destinations, Latin
America, and Europe.  Continental's route system is more balanced
among these various markets than those of other large U.S.
airlines, reducing risk somewhat.

Although Continental currently has adequate liquidity and will
likely report narrower losses than similar U.S. airlines, worse-
than-expected fuel prices and economic weakness could erode the
company's financial profile and cause a downgrade.  If Continental
is able to weather the downturn and industry conditions improve,
S&P could revise the outlook to stable.  If Continental announces
a merger agreement, S&P will place its ratings on the company,
excepting 'AAA' rated aircraft-backed debt insured by bond
insurers, on CreditWatch.  The CreditWatch implications would
depend on particulars of the announced transaction.
     
Our CreditWatch review of selected enhanced equipment trust
certificates secured by regional jets will focus on Continental's
expected need to maintain control of these planes in any future
bankruptcy and on expected market values of the planes in view of
much higher fuel prices.


COPPER SANDS: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Copper Sands, Inc.
             dba Hideaway Bay Restaurant
             9788 Shore Cliff Road
             Angola, NY 14006

Bankruptcy Case No.: 08-11656

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Crossed Palms Development, Ltd.            08-11657

Chapter 11 Petition Date: April 18, 2008

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtors' Counsel: Robert B. Gleichenhaus, Esq.
                  Gleichenhaus, Marchese & Falcone, P.C.
                  930 Convention Tower, 43 Court Street
                  Buffalo, NY 14202
                  Tel: (716) 845-6446
                  Fax: (716) 845-6475
                  Email: RBG_GMF@hotmail.com

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
Copper Sands, Inc.                $100,000 to          $100,000 to
                                     $500,000             $500,000

Crossed Palms Development,      $1 million to          $100,000 to
Ltd.                              $10 million             $500,000

A. Copper Sands, Inc's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NYS Dept. of Taxation &        Sales tax arrears     $108,661
Finance Bankruptcy Unit
P.O. Box 5300
Albany, NY 12205-0300

Sysco Food Services, Inc.      Business debt         $3,000
2063 Allen Street Ext.
Jamestown, NY 14702

US Foods                       Business debt         $2,340
125 Gardenville Parkway
Buffalo, NY 14224

Blue Cross Blue Sheild         Business debt         $2,184

B. Crossed Palms Development, Ltd's Three Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NYS Dept. of Taxation &        Sales tax arrears     $108,661
Finance Bankruptcy Unit
P.O. Box 5300
Albany, NY 12205-0300

National Fuel                  Business property     $2,500
6363 Main Street
Williamsville, NY 14221

NYSEG                          Business debt         $2,500
Billing Dept.
P. O. Box 5600
Ithaca, NY 14852


CREDIT SUISSE: Fitch Rates $2.218MM Class Q Certificates at B-
--------------------------------------------------------------
Credit Suisse Commercial Mortgage Trust, Series 2008-C1,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as:

  -- $12,500,000 class A-1 'AAA';
  -- $150,500,000 Class A-2 'AAA';
  -- $22,262,000 class A-AB 'AAA';
  -- $258,000,000 class A-3 'AAA';
  -- $99,282,000 class A-1-A 'AAA';
  -- $78,500,000 class A-2FL 'AAA';
  -- $88,721,000 class A-M 'AAA';
  -- $57,668,000 class A-J 'AAA';
  -- $887,206,600 class A-X 'AAA';
  -- $8,872,000 class B 'AA+';
  -- $8,872,000 class C 'AA';
  -- $12,199,000 class D 'AA-';
  -- $9,982,000 class E 'A+';
  -- $6,654,000 class F 'A';
  -- $8,872,000 class G 'A-';
  -- $14,417,000 class H 'BBB+';
  -- $6,654,000 class J 'BBB';
  -- $9,981,000 class K 'BBB-';
  -- $3,327,000 class L 'BB+';
  -- $3,327,000 class M 'BB';
  -- $3,327,000 class N 'BB-';
  -- $1,109,000 class O 'B+';
  -- $2,218,000 class P 'B';
  -- $2,218,000 class Q 'B-'.

Class A-X is a notional amount and interest only.  The $17,744,600
class S is not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 60
fixed rate loans having an aggregate principal balance of
approximately $887,206,600, as of the cutoff date.


CRIIMI MAE: Fitch Holds 'B-' Rating on $51.5 Million Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed the classes of CRIIMI MAE Trust I,
series 1996-C1, commercial mortgage-backed securities pass-through
certificates, as:

  -- $51.5 million class E at 'B-'.

In addition:

  -- $8.6 million class F remains at 'C/DR5'.

Classes A-1 through D have paid in full.

CRIIMI MAE 1996-C1 is backed by CMBS B-pieces and closed on
Dec. 20, 1996.  CMBS B-piece resecuritizations are CRE CDOs and
ReREMIC transactions that include the most junior bonds of CMBS
transactions.  A predecessor to CWCapital Investment LLC selected
the initial collateral; CWCapital now serves as the collateral
administrator.

In reviewing ReREMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

CRIIMI MAE 1996-C1 is collateralized by all or a portion of six
classes of fixed-rate CMBS in four separate underlying
transactions.  All performance and collateral information is based
on the Mar. 31, 2008 trustee report.  The pool is extremely
concentrated, with less than 10% of the original collateral
remaining since issuance.  The remaining bonds are of the 1995 and
1996 vintages, an average of over 12 years of seasoning.  Each
underlying transaction has fewer than 30 loans remaining.  80.1%
of the collateral is rated below 'B-' or not rated, and therefore,
is more susceptible to losses in the near-term. There is one bond
(19.9%) rated 'AAA'.

The ReREMIC has experienced $285.5 million of paydowns and
$352.4 million in losses since issuance.  Of the losses, $349
million were losses to issuer equity.  Although there are
currently no loans that are delinquent or in special servicing,
any further losses to the underlying collateral would impact class
F.


CULLIGAN INT'L: S&P Cuts Rating to B- on Fin'l Performance Drop
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on water
services provider Culligan International Co., including the
corporate credit rating (to 'B-' from 'B') and the issue-level and
recovery ratings.  S&P removed the ratings from CreditWatch, where
they had been placed with negative implications on Nov. 30, 2007,
because of fiscal 2007 operating results that were below S&P's
expectations.  The outlook is stable.  Total debt outstanding at
the company was about $831 million as of Dec. 31, 2007.

"The downgrade primarily reflects a decline in financial
performance resulting from weak organic growth during the year,
and the company's high leverage," said Standard & Poor's credit
analyst Kenneth Shea.  For the full year 2007, adjusted EBITDA
declined 15%, reflecting a 1% decline in organic sales, narrowed
gross margins, inventory rationalization, and costs associated
with the transition to a new third-party distribution center.  
These factors were partially offset by the favorable impact of
lower product costs achieved from some manufacturing outsourcing
initiatives.  
     
Rosemont, Illinois-based Culligan participates in a highly
competitive and fragmented industry with modest growth prospects.  
The company distributes its products primarily through an
extensive dealer network, which Standard & Poor's views as a
competitive advantage.


CWABS TRUSTS: 572 Tranches Get Moody's Rating Cuts on Delinquency
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 572 tranches
from 59 subprime RMBS transactions issued by CWABS.  170
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

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

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust 2005-10

  -- Cl. MV-9, Downgraded to Ba1 from Baa3

  -- Cl. MV-10, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. BV, Downgraded to Caa1 from Ba2

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

  -- Cl. MF-7, Downgraded to Ba1 from Baa1

  -- Cl. MF-8, Downgraded to B1 from Baa2

  -- Cl. BF, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-11

  -- Cl. MV-8, Downgraded to Baa3 from Baa2
  -- Cl. MV-9, Downgraded to B2 from Baa3
  -- Cl. BV, Downgraded to Caa1 from Ba1
  -- Cl. BF, Downgraded to Ba2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-12

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

  -- Cl. B, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-13

  -- Cl. MV-3, Downgraded to A2 from Aa3

  -- Cl. MV-4, Downgraded to Baa1 from A1

  -- Cl. MV-5, Downgraded to Ba1 from A2

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

  -- Cl. MV-7, Downgraded to Caa1 from Baa1

  -- Cl. MV-8, Downgraded to Caa3 from Baa2

  -- Cl. BV, Downgraded to Ca from Ba2

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

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

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

  -- Cl. MF-8, Downgraded to Ba3 from Baa2

  -- Cl. BF, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-14

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

  -- Cl. M-7, Downgraded to Ba1 from Baa1

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

  -- Cl. B, Downgraded to Caa1 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-15

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

  -- Cl. B, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-16

  -- Cl. MV-4, Downgraded to A3 from A1

  -- Cl. MV-5, Downgraded to Baa2 from A2

  -- Cl. MV-6, Downgraded to Ba3 from A3

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

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

  -- Cl. BV, Downgraded to Caa2 from Ba1

Issuer: CWABS Asset-Backed Certificates Trust 2005-17

  -- Cl. MV-3, Downgraded to A1 from Aa3

  -- Cl. MV-4, Downgraded to Baa1 from A1

  -- Cl. MV-5, Downgraded to Baa3 from A2

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

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

  -- Cl. MV-8, Downgraded to Caa1 from Baa2

  -- Cl. BV, Downgraded to Caa3 from Ba1

  -- Cl. BF, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-8

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

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2

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

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB3

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Ba2 from A2
  -- Cl. M-6, Downgraded to B3 from A3
  -- Cl. M-7, Downgraded to Caa1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB4

  -- Cl. 2-A-4, Downgraded to Aa1 from Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

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

  -- Cl. M-8, Downgraded to C from Ba2

  -- Cl. B, Downgraded to C from B2

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB5

  -- Cl. 1-A-1M, Downgraded to Aa3 from Aaa

  -- Cl. 2-A-3, Downgraded to Aa1 from Aaa

  -- Cl. 2-A-3M, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa2 from A3

  -- Cl. M-7, Downgraded to Caa3 from Baa3

  -- Cl. M-8, Downgraded to C from Ba2

  -- Cl. B, Downgraded to C from B3

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC4

  -- Cl. M-9, Downgraded to Ba2 from Baa3
  -- Cl. M-10, Downgraded to Ba3 from Ba1
  -- Cl. B, Downgraded to Caa1 from Ba2

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC5

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

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

  -- Cl. B, Downgraded to Caa1 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-1

  -- Cl. MV-4, Downgraded to A3 from A1

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

  -- Cl. MV-8, Downgraded to Caa2 from Ba2

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

  -- Cl. MV-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. BV, Downgraded to Caa3 from B3

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

  -- Cl. MF-8, Downgraded to Ba2 from Baa2

  -- Cl. BF, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2006-10

  -- Cl. MV-2, Downgraded to A3 from Aa2

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

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


CYTOCORE INC: Completes $5 Million Sale of Common Stocks
--------------------------------------------------------
CytoCore Inc. completed the sale of approximately 5 million shares
of newly issued common stock at the price of $2 per share to
certain institutional and accredited investors.

In addition, approximately 2.5 million 3 year warrants exercisable
at a fixed price of $2 per share will be issued.  One warrant
accompanied every two shares purchased.   

The proceeds will be used to fund equipment purchases and working
capital.  Bathgate Capital Partners LLC acted as the placement for
3.115 million shares of the financing.

"With this fund raising, including approximately $4 million which
was received from existing investors and the Board, under similar
terms since December 2007, we believe we have the resources
required to fund our expansion and capitalize on our growth
opportunities," Robert McCullough, Jr., chief executive officer,
said.  

"We have received our first European orders for the SoftPAP
cervical cell collector and received FDA clearance to market the
SoftPAP in the United States," Mr. McCullough added.  "With the
funds raised through this offering, management can focus on
executing our growth strategy."

                      About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYCR)
-- http://www.cytocoreinc.com/-- is a publicly traded  
biotechnology company that is developing a proteomic-based method
of screening and diagnosis for endometrial and cervical cancer.  
The company's major product is called the InPath(TM) System and is
comprised of four distinct components: the e Collector(TM),
protein-based biochemical cocktails and Slide Based Tests, the
AIPS(TM) microscope platform, and a drug delivery system for
treating cervical lesions.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 23, 2007,
Altschuler, Melvoin and Glasser LLP, in Chicago, expressed
substantial doubt about Cytocore Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's  recurring substantial net losses from
operations and net capital deficiency.


CHINA AOXING: Affiliate to Purchase LRT for $10.8 Million Cash
-------------------------------------------------------------
China Aoxing Pharmaceutical Company Inc.'s subsidiary, Hebei
Aoxing Pharmaceutical Group Company, signed a definitive
acquisition agreement to acquire Shijiazhuang Lerentang
Pharmaceutical Company Ltd.  The purchase price will be paid
80 million RMB or approximately $10.8 million in cash and
8 million shares of the company's common stock.

The definitive acquisition agreement contemplates that CAXG will
acquire 100% ownership of LRT.   

Completion of the transaction is expected to occur sometime in May
2008.  Completion, however, is subject to a number of conditions,
including the receipt of approval from the Chinese government.  

"We are excited to gain significant progress in the LRT
transaction and believe this acquisition will further support our
position as a leading, diversified pain management products
company," Zhenjiang Yue, chairman and CEO of China Aoxing,
commented.  

"With LRT's integration, we will execute a key part of our
business strategy by acquiring an established brand, profitable
business, and synergistic product portfolio with significant
commercialization value," Mr. Yue added.  "LRT has a number of
high value pain management products, including its flagship
product, Zhong Tong An Capsules, that have not reached their full
market potential."

"We will move quickly to the integration phase of this
transaction, ramp up and optimize production of LRT's most
promising products well as rejuvenate its existing sales and
marketing organization." Mr. Yue continued.  

"We believe this acquisition will be synergistic, as it will allow
China Aoxing to leverage its existing marketing power and
operating resources for new product launches expected out of our
pipeline over the next 12 to 18 months," Mr. Yue concluded.  "We
look forward to the many benefits associated with this acquisition
and believe it will provide us with a strong platform for sales
and profitability growth in the future."

                       About Shijiazhuang