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

           Wednesday, October 15, 2008, Vol. 12, No. 246            

                             Headlines

ACAS CRE: S&P Cuts Rating to 'CCC-' on Class K Trusts
ACCESS PHARMACEUTICALS: Delays Share Registration Effective Date
ADVANCE AUTO: Moody's Holds Low-B Ratings; Outlook Stable
ADVANCED MEDICAL: S&P Puts 'B+' Corp. Credit Under Negative Watch
ALANCO TECHNOLOGIES: Wins Final Resolution over TSIN Lawsuit

ARCHWAY COOKIES: Shuts Down On Discovering Accounting Faults
ARVINMERITOR: Fitch Holds Low-B Ratings and Removes Negative Watch
ATA AIRLINES: BofA Balks at Sale of Aircraft to Flight Support
ATA AIRLINES: U.S. Government Balks at Planned $3.8MM Assets Sale
ATARI INC: Infogrames Entertainment Completes Acquisition

AURORA OIL: Receives Notices of Default for Credit Facility & Loan
AXESSTEL INC: Richard N. Frank Discloses 6.95% Equity Stake
BANC OF AMERICA: S&P Junks Class B-1 & B-2 Certificates Ratings
BANC OF AMERICA: S&P Puts Ratings on Nine Certs. Under Neg. Watch
BILL HEARD: Closed Chevrolet Stores Attract Buyer Interest

BRAINTECH INC: Frederick W. Weidinger Discloses 34% Equity Stake
BRANDON BARBER: Court Okays Foreclosure of Two Properties
BRUNSWICK CORP: Meridian Yachts to Close Arlington Facility
BUCYRUS INTERNATIONAL: S&P Lifts LT Corp. Credit to BB from BB-
C54-1 SKYGARDEN: Section 341(a) Meeting Scheduled for Oct. 22

CARROLS RESTAURANT: Expects $209.1 Million Third Quarter Revenues
CBJ PROPERTIES: Voluntary Chapter 11 Case Summary
CENVEO INC: S&P Holds 'BB-' Rating & Revises Outlook to Negative
CHESAPEAKE ENERGY: S&P Keeps Pos. Watch Despite Negative Market
CIRCUIT CITY: KeyBanc Analyst Sees Ch. 11 Filing in 2009 1st Qtr.

COLUMBIAN PUBLISHING: Moving to Former Offices, Might Go Bankrupt
COMBIMATRIX CORP: Odyssey Value Discloses 9.7% Equity Stake
CYGNE DESIGNS: Bernard Manuel Quits as Board Chairman
DB ISLAMORADA: Hearing Set for Ameribid Employment as Auctioneer
DOUGLAS JOHNSON: Case Summary & Two Largest Unsecured Creditors

DURA AUTOMOTIVE: Reports Reorganization and Other Business Updates
EDUCATION RESOURCES: Wants to Extend Plan Filing Until February 2
ESPRE SOLUTIONS: Restates Figures for Third Quarter Ended June 30
ETTIE PROPERTIES: Voluntary Chapter 11 Case Summary
FIRST NATIONAL: Moody's Rates $12MM Class D Notes at 'Ba2'

FOAMEX INTERNATIONAL: Appoints Domenic N. Golato as Interim CFO
FRANKLIN AUTO: Moody's Cuts Ratings on Four Loan Tranches
FRED LEIGHTON: Court Orders Details on Merrill's Collateral Shown
FRENCH LICK: S&P Changes 'D' Rated Bonds Recovery Rating to '5'
GAINEY CORPORATION: Files for Chapter 11 Bankruptcy in Michigan

GAINEY CORPORATION: Case Summary & 4 Largest Unsecured Creditors
GENERAL MOTORS: S&P Holds 'B-' Credit Rating Under Neg. Watch
GENOIL INC: Halsey Advisory Discloses 11% Equity Stake
GMAC LLC: Mortgage & Auto-Lending Unit Funding Limited
GOE LIMA: Case Summary & 20 Largest Unsecured Creditors

HELLER EHRMAN: Dissolution Plan Shows Firm Can Avoid Bankruptcy
HEXION SPECIALTY: Apollo Management to Inject $540 Million
HEXION SPECIALTY: Unveils Tender Offers for Outstanding Notes
INTERSTATE BAKERIES: Posts $37MM Net Loss in Quarter Ended Aug. 23
JEFFERSON COUNTY: Rejects Bankruptcy as Treasury Denies Aid Plea

JE LINDSEY: Section 341(a) Meeting Scheduled for Oct. 22
JOE GIBSON: Court Approves Sale of Auto World Dealership
JOHN KRETCHMAR: Section 341(a) Meeting Scheduled for October 20
JOHNSON BROADCASTING: Case Summary & 20 Largest Unsec. Creditors
JOHN WILLIAMS: Voluntary Chapter 11 Case Summary

JOURNAL REGISTER: Appoints John O. Strek as Acting CFO
LA CASA DEL MARIACHI: Case Summary & 8 Largest Unsecured Creditors
LANDRY'S RESTAURANTS: Moody's Junks Ratings on Weak Performance
KMART CORP: Taps BMC Group to Replace Trumbull as Claims Agent
LANDSOURCE COMMUNITIES: U.S. Trustee Objects to Incentive Plan

LANDSOURCE COMMUNITIES: Says Objection to Incentive Plan Misguided
LANDSOURCE COMMUNITIES: Gets Go-Signal to Implement Incentive Plan
LEHMAN BROS: S&P Affirms Low-B Ratings and Removes Neg. Watch
LILY ASPILLERA: Voluntary Chapter 11 Case Summary
LIMITED BRANDS: Moody's Reviewing (P)Ba1 Sr. Sub. Shelf Rating

LTD CERAMICS: Case Summary & 19 Largest Unsecured Creditors
MEDICAL STAFFING: Gets Market Capitalization Non-Compliance Notice
MERGE HEALTHCARE: Expects to Report Income in Qtr. Ended Sept. 30
MERGE HEALTHCARE: Expects Net Income for Quarter Ended Sept. 30
MERIDIAN AUTOMOTIVE: Settles Claim Issues with US Trustee, Ashland

MIRCO-HEAT INC: Financial Woes, GM Recall Blamed for Ch. 11 Filing
MICRO-HEAT INC: Case Summary & 20 Largest Unsecured Creditors
MOHAMED FAROOQUI: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Sells 21% Stake to Mitsubishi for $9 Billion
NESTOR INC: Inks Securities Purchase Agreement with Investors

NEW ROCHELLE: Files for Chapter 11 Bankruptcy in New York
NEXMED INC: Has Until April 7 to Comply with Bid Price Rules
NORTHLAKE FOODS: Section 341(a) Meeting Scheduled for Oct. 17
OCCULOGIX INC: Completes Minority Buyout of OcuSense Unit
OPEN ENERGY: Completes $4.7 Million Financing with Quercus Trust

P & D OIL: Case Summary & 20 Largest Unsecured Creditors
PANDA ETHANOL: Restructures Funding Terms; Lenders Waive Defaults
PENN OCTANE: Standard General, et al., Disclose 37.07% Stake
PEOPLE AGAINST DRUGS: Extends Schedules Filing to October 20
PETTERS GROUP: 50 Support and Administrative Staff Face Layoffs

PIERCE COUNTY HOUSING: Voluntary Chapter 11 Case Summary
PROFESSIONAL TRADE: Files for Chapter 11 in Colorado
REPERFORMING LOAN: S&P Lowers Ratings on Two Trust Classes to 'BB'
RICKY RUFFIN: Case Summary & 12 Largest Unsecured Creditors
ROTECH HEALTHCARE: S&P Junks Corp. Credit Rating; Outlook Negative

SAI'S CHILDREN: Case Summary & Four Largest Unsecured Creditors
SANKATY HIGH: Fitch Junks Ratings on Three Note Classes
SMITHFIELD FOODS: Moody's Cuts Corp. Family Rating at B1
SOLIDUS NETWORKS: Court Converts Case to Chapter 7 Liquidation
SPORTS COLLECTIBLES: U.S. Trustee Sets 341(a) Meeting for Oct. 30

SPORTS COLLECTIBLES: U.S. Trustee Forms 7-Member Creditors' Panel
SUNCAL COS: Suspends Oakland Work Due to Funding Problem
SYNCHRONOUS AEROSPACE: Moody's Withdraws Low-B Ratings & Outlooks
SYNTAX-BRILLIAN: Court Orders Olevia Int'l to Complete Purchase
TERRAPIN INDUSTRIES: Court Orders Manhattan Property Foreclosing

TARGA RESOURCES: S&P's Rating Unmoved by $50MM Repurchase Program
TEKNI-PLEX INC: Names Robert Larney as Chief Financial Officer
TENNECO INC: Fitch Affirms Sub. Notes' Rating at 'B'; Outlook Neg.
TIERS(R) WOLCOTT: Moody's Cuts $10.5MM Notes Rating to 'B3'
TRUMP ENTERTAINMENT: Moody's Chips Ratings on Revenue Decline

UCFC FUNDING: Fitch Takes Actions on Manufactured Housing Issues
UNITED GUARANTY: S&P Slashes Ratings to 'BB+' from 'A-'
VINEYARD CHRISTIAN: Section 341(a) Meeting Scheduled for Dec. 2
VONAGE HOLDINGS: SEC Keeps Registration Info Classified
WOODSIDE GROUP: Section 341(a) Meeting Scheduled for Nov. 19

YUMA MARKET: Voluntary Chapter 11 Case Summary
ZVUE CORP: Gets Notices of Non-Compliance with Nasdaq Rules

* Fitch Trims Ratings on 10 Tranches From Seven CLOs
* S&P Downgrades Ratings on 48 Cert. Classes From 48 Subprime RMBS
* S&P Lowers Ratings on 189 Classes From 49 RMBS Transactions

* FDIC Unveils New Program to Free up Bank Liquidity
* Money Laundering and Bankruptcy Fraud Conspiracy Exposed

* Upcoming Meetings, Conferences and Seminars

                             *********

ACAS CRE: S&P Cuts Rating to 'CCC-' on Class K Trusts
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from ACAS CRE CDO 2007-1 Ltd.  Eight of the lowered
ratings remain on CreditWatch with negative implications, where
they were placed on Aug. 18, 2008.  Concurrently, S&P affirmed the
ratings on four other classes.

The lowered ratings follow S&P's analysis of the transaction,
which was prompted by the downgrade of five classes of commercial
mortgage-backed securities from Merrill Lynch Mortgage Trust
2006-C1.  The five MLMT 2006-C1 classes are collateral for ACAS
2007-1.

The eight classes with ratings remaining on CreditWatch reflect
the transaction's exposure to seven classes from CD 2007-CD4
Commercial Mortgage Trust. S&P placed the ratings on six classes
from CD 2007-CD4 on CreditWatch with negative implications after
the sixth-largest loan, Riverton Apartments, was transferred to
the special servicer.  The CreditWatch negative placements on the
ratings from ACAS 2007-1 will remain in effect pending the
resolution of the CreditWatch negative placements on the ratings
from CD 2004-CD4.

According to the Sept. 30, 2008, trustee report, the transaction's
current assets included 117 classes ($1.162 billion, 99%) of pass-
through certificates from 21 distinct CMBS transactions issued
between 2005 and 2007.  The following CMBS transactions represent
an asset concentration of 10% or more of total assets:

     -- Classes L, M, N, O, P, Q, and S from CD 2007-CD4
        ($144.9 million, 12%);

     -- Classes K, L, M, N, O, P, Q, and NR from JPMorgan Chase
        Commercial Mortgage Securities Corp.'s series 2005-LDP5
        ($136.2 million, 12%); and

     -- Classes L, M, N, O, P, Q, and S from Wachovia Bank
        Commercial Mortgage Trust's series 2006-C23 ($130 million,
        11%).

ACAS 2007-1 also has the following asset exposure:

     -- Classes J, K, L, M, N, P, and Q from MLMT 2006-C1
        ($71.6 million, 6%); and

     -- Classes H, J, K, and L ($11.8 million, 1%) from JPMorgan
        -CIBC Commercial Mortgage-Backed Securities Trust
        2006-RR1, which is a CMBS resecuritization.

The aggregate principal balance of the assets totaled
$1.174 billion, down slightly from $1.175 billion at issuance,
while the aggregate liabilities, excluding preferred shares,
totaled $757.6 million, which is unchanged since issuance.  The
$483,776 reduction in the total assets since issuance was due to
principal losses realized on first-loss CMBS assets, which
currently represent $494.3 million (42%) of the asset pool.  
Standard & Poor's has lowered the ratings on $137.9 million (12%)
CMBS classes held as collateral in ACAS 2007-1 since the last
rating action on ACAS 2007-1 on July 11, 2008.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'CCC+'
rated obligations.  Excluding first-loss CMBS assets, the current
asset pool exhibits credit characteristics consistent with 'B+'
rated obligations.  Standard & Poor's rates $481.5 million (41%)
of the assets.

The CreditWatch negative placements on the ratings from ACAS 2007-
1 will remain in effect pending the resolution of the CreditWatch
negative placements on the ratings from CD 2004-CD4.

                          Rating Lowered

ACAS CRE CDO 2007-1 Ltd.
Floating-rate notes

              Rating
              ------
Class    To              From
-----    --              ----
B        A               A+  

       Ratings Lowered and Removed from Creditwatch Negative

ACAS CRE CDO 2007-1 Ltd.
Floating-rate notes

              Rating
              ------
Class    To              From
-----    --              ----
C-FL     BBB+            A/Watch Neg
C-FX     BBB+            A/Watch Neg
D        BBB+            A-/Watch Neg
K        CCC-            CCC/Watch Neg

       Ratings Lowered and Remaining on Creditwatch Negative

ACAS CRE CDO 2007-1 Ltd.
Floating-rate notes

              Rating
              ------
Class    To              From
-----    --              ----
E-FL     BBB/Watch Neg   BBB+/Watch Neg
E-FX     BBB/Watch Neg   BBB+/Watch Neg
F-FL     BB+/Watch Neg   BBB-/Watch Neg
F-FX     BB+/Watch Neg   BBB-/Watch Neg
G-FL     BB/Watch Neg    BB+/Watch Neg
G-FX     BB/Watch Neg    BB+/Watch Neg
H        B/Watch Neg     B+/Watch Neg
J        CCC+/Watch Neg  B-/Watch Neg

                         Ratings Affirmed

ACAS CRE CDO 2007-1 Ltd.
Floating-rate notes

Class         Rating
-----         ------
A             AA+
L             CCC-
M             CCC-
N             CCC-


ACCESS PHARMACEUTICALS: Delays Share Registration Effective Date
----------------------------------------------------------------
Access Pharmaceuticals, Inc., has filed with the Securities and
Exchange Commission an amendment to its Registration Statement,  
File No. 333-149633, relating to the offer and sale of up to
9,160,228 shares of common stock, $0.01 par value per share by
shareholders SCO Capital Partners LLC, and affiliates, Credit
Suisse Securities (USA) LLC, Enable Growth Partners LP, William G.
Garrison, Edward and Patricia Kelly, Dennis Lavalle, Lake End
Capital LLC, David Luci, Midsummer Investment, Ltd., Oracle
Partners LP and affiliates (Oracle Institutional Partners LP,
Oracle Offshore Ltd., SAM Oracle Investments, Inc.), Perceptive
Life Sciences Master Fund Ltd., Rockmore Investment Master Fund
Ltd., Brio Capital LP, Catalytix LDC Life Science Hedge AC,
Cobblestone Asset Management LLC, Cranshire Capital LP, and
Schroder & Co. Bank AG.

The filing amendment was made to delay the registration
statement's effective date until the company files a further
amendment which states that the registration statement becomes
effective in accordance the Securities Act of 1933 or until the
registration statement becomes effective on the date as the
Commission may determine.

A copy of Access Pharmaceuticals' registration statement is
available at http://researcharchives.com/t/s?33d0

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

At March 31, 2008, Access Pharmaceuticals reported total assets of
$7.3 million and total liabilities of $8.7 million, resulting in
a total stockholders' deficit of $1.4 million.

                       Going Concern Doubt

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31, 2007
and 2006.  The auditing firm pointed to the company's recurring
losses from operations, negative cash flows from operating
activities and an accumulated deficit.


ADVANCE AUTO: Moody's Holds Low-B Ratings; Outlook Stable
---------------------------------------------------------
Moody's Investors Service changed Advance Auto Parts, Inc., rating
outlook to stable from positive.  The company's Ba1 corporate
family rating, Ba2 probability of default rating, Ba1 senior
unsecured term loan, and SGL-2 speculative grade liquidity rating
were affirmed.

The change in outlook to stable results from slowing improvement
in operating performance, and the expectation that the sales
environment will remain difficult through at least the back half
of 2008.  These two factors mute any potential upward rating
momentum in the near-term.  "While Advance has performed well
considering the difficult sales environment, the likelihood of an
upgrade in the next 6-12 months is highly unlikely", stated
Moody's Senior Analyst Charlie O'Shea.  "Its well thought-out
commercial strategy is providing some protection from further
downward movement, resulting in a well-positioned Ba1 credit."

Advance's Ba1 corporate family rating continues to reflect its
solid franchise and operating model, and strong credit metrics
that are characteristic of a low investment grade.  The rating
also acknowledges Advance's good liquidity.  As a result of the
company's strong cash flow, only minimal usage of the unsecured
$750 million revolving credit facility is expected during the next
12-month period.

Moody's most recent rating action for Advance was the December 6,
2007 assignment of a Ba1 rating on its $200 million senior
unsecured term loan, as well as the affirmation of the Ba1
corporate family rating with a positive outlook and the SGL-2
speculative grade liquidity rating.  The probability of default
rating was downgraded to Ba2 resulting from the all bank debt
nature of the capital structure and not for any fundamental
weaknesses.

Advance Auto Parts, Inc., based in Roanoke, Virginia, is a leading
retailer of automobile parts, with 3,330 stores through out the
United States and LTM July 2008 revenues of $5 billion.


ADVANCED MEDICAL: S&P Puts 'B+' Corp. Credit Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Advanced Medical Optics Inc.  
on CreditWatch with negative implications.

"This action reflects our concern with the impact of the
continuing economic decline in the U.S., and now Europe, on
refractive procedures," said Standard & Poor's credit analyst
Cheryl Richer.  Notwithstanding the company's product and revenue
diversity, refractive products and procedures used in laser vision
correction contributed 37% to second-quarter revenues.  This
dependence on a largely discretionary treatment overshadows the
solid growth of the company's cataract business (45%).  
Furthermore, a rebound in eye-care sales (18%) subsequent to the
company's May 2007 lens care recall is progressing slower than
expected.

AMO generated $49 million of discretionary cash flow in the second
quarter of 2008 and had $30.5 million of cash as of June 30, 2008.  
The company was in compliance with its debt covenants at the end
of the second quarter; however, per Standard & Poor's calculations
there was only about 12% headroom under the tightest covenant.  
The growing prospect of a breach within another couple of quarters
is a particular concern in the currently unforgiving capital
market environment.  S&P plans to discuss with management its
plans to contend with its business and financial challenges, in
evaluating the effect on the ratings.


ALANCO TECHNOLOGIES: Wins Final Resolution over TSIN Lawsuit
------------------------------------------------------------
Alanco Technologies, Inc., disclosed in a Securities and Exchange
Commission filing that it has received notification of final
resolution in its favor to a legal suit filed by Technology
Systems International, Inc., related to the company's June 2002
acquisition of TSIN assets.

The resolution was determined under a September 2007 court-
approved Settlement Agreement and Mutual Release.  

In accordance with the terms of the resolution, the legal suit is
resolved without consideration to be paid by either party.  

                       Going Concern Doubt

Phoenix, Arizona-based Semple, Marchal & Cooper, LLP, expressed
substantial doubt about Alanco Technologies, Inc.'s ability to
continue as a going concern after it audited the company's
financial statements for the year ended June 30, 2008.  According
to the auditing firm, the company has suffered recurring losses
from operations, anticipates additional losses in the next year,
and has insufficient working capital as of June 30, 2008 to fund
the anticipated losses.

The company posted a net loss attributable to common stockholders
of $9,748,600 on net sales of $17,211,000 for the year ended
June 30, 2008, as compared with a net loss attributable to common
stockholders of $5,871,700 on net sales of $18,474,100 in the
prior year.

At June 30, 2008, the company's balance sheet showed $29,096,900
in total assets, $11,561,600 in total liabilities, $900,500 in
Series B convertible preferred stock, and $16,634,800 in total
stockholders' equity.  

The company's consolidated balance sheet at June 30, 2008, showed
$8,671,600 in total current assets available to pay $7,912,300 in
total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3371
            
                    About Alanco Technologies

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


ARCHWAY COOKIES: Shuts Down On Discovering Accounting Faults
------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the reason Archway
Cookies, LLC, and affiliate Mother's Cake & Cookie Co. shut down
and filed for Chapter 11 bankruptcy is a letter from a "whistle
blower" that led to the discovery of accounting irregularities.

A statement signed by the Debtors' law firm described how their
operating management firm, Insight Holdings, received
letters in May and July describing "accounting irregularities,"
according to the report.  The statement says that some of the
allegations "could be sustained" regarding the issuance of false
borrowing base certificates to the lender and "channel stuffing"
intended to give the appearance of increased sales, according to
the report.

The statement, according to the report, said there was also
improper accounting treatment to items that increased the cash
flow on financial statements.

The statement, according to the report, added that everyone from
Insight resigned to avoid "any appearance of impropriety."

Mercury News, however, reports that the reason why the Debtors
filed for bankruptcy was because of rising prices for raw
materials and fuel.

Battle Creek, Michigan-based Archway Cookies, LLC,--
http://www.archwaycookies.com/-- makes soft-baked cookies and   
crackers.  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represents the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between $50 million
and $100 million and estimated debts of between $500 million and
$1 billion.

In 1998, Specialty Foods Corp. acquired the Debtors' for about
$100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.  Terms were not
disclosed at that time.


ARVINMERITOR: Fitch Holds Low-B Ratings and Removes Negative Watch
------------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
ArvinMeritor's Issuer Default Rating and outstanding debt ratings
as follows:

  -- IDR at 'B';
  -- Senior unsecured at 'B/RR4';
  -- Bank credit facility at 'BB/RR1'.

ARM's Rating Outlook is Negative.

Fitch originally placed ARM on Rating Watch Negative on May 6
following the company's announcement that it will spin off its
Light Vehicle Systems group as a separate publicly-owned entity.  
If the spin proceeds with the planned allocation of exiting debt
and other liabilities between the two entities, Fitch believes
that the spin would be relatively positive for existing
debtholders.  However, given the state of the capital markets and
the automotive industry, questions remain as to whether the
transaction can be completed with the structure and timetable that
were originally planned.

Operating results at ARM have shown recent improvement, due to
restructuring efforts and the potential emergence of the
Commercial Vehicle Systems from cyclical trough conditions.  
However, in the event that the LVS segment is retained, weakness
across global end markets over the next twelve months indicates
that ArvinMeritor will remain cash flow negative over this period
and that leverage will increase.  In the CVS segment, the economic
slowdown in the U.S. is expected to moderate the cyclical recovery
in Class 8 volumes, and the impact of any pre-buy ahead of new
emissions standards in 2010 may be muted.  

Deteriorating economic conditions in Europe could offset
underlying operating improvement that has enhanced recent margin
performance.  Although the U.S. truck market is coming off a deep
downturn in orders, weakening global economic conditions, a
stressed customer base and limited fleet financing availability
will continue to hamper any rebound in demand.

Restructuring efforts at LVS have moderately reversed a long-term
slide in operating margins, although margins remain at low levels
as a result of industry volume and product pricing pressures.  In
both the LVS and CVS segments, ARM will benefit from the
moderation in key raw material prices, the escalation of which has
materially burdened operating margins over the past several years.

The global slump in automotive production expected over the next
year, however, will make it a challenge to continue an upward
trend in margins, despite the aid of lower raw material costs and
restructuring efforts.  Any deterioration in margins may further
complicate efforts to spin this operation as an independent,
viable global supplier.

ARM remains reliant on external capital, including receivable
securitizations, to finance operating cash drains, restructuring
efforts and working capital requirements.  In December 2007, ARM's
revolving credit agreement was reduced to $700 million from
$900 million as the company negotiated amendments to the facility.  
(The facility could be further reduced by $43 million which
represents the commitment amount of Lehman Brothers.)  The bank
agreement has a senior secured leverage covenant that tightens to
2.0 times at June 30, 2009, but covenant compliance is not
expected to be an issue as long as accounts receivable
securitization facilities remain available.

ARM makes extensive use of short-term receivable securitization
and factoring facilities in the U.S. in Europe.  At June 30, 2008,
during a seasonally high borrowing period, ARM had $611 million
outstanding under these facilities, including $118 million under a
committed facility in the U.S. and $493 million under committed
and uncommitted facilities in Europe.  Of the European facilities,
$176 million was outstanding under a $196 million committed
facility, and $317 was outstanding under uncommitted lines.  

Given the state of the banks, capital markets and the automotive
industry it remains uncertain as to the availability of these
lines going forward.  Inability to utilize these facilities could
force extensive utilization of the company's revolving credit
agreement and materially affect the company's liquidity position.  
ARM did renew its U.S. facility for another 12 months, although
pricing and terms were likely more restrictive.  Under ARM's U.S.
facility at June 30, approximately $229 million in receivables
were pledged as collateral for $118 million in proceeds.

ARM's maturity schedule is modest until the bank agreement matures
in 2011, but could further chip away at available liquidity if the
company does not return to positive cash flow in the near term.  
ARM's pension is moderately underfunded in dollar terms, although
asset deterioration in 2008 could require incremental
contributions over the next several years.

Ratings for ARM's unsecured debt are affirmed at 'B/RR4',
indicating average recoveries in the event of a default.  Recovery
estimates for unsecured debtholders are at the low end of the
recovery range, indicating that the rating could be notched lower
in the event that the company's enterprise value is further
reduced, or if the company raises incremental debt.  The reduction
in the revolving credit agreement from $900 to $700 million
allowed potentially more value to fall to unsecured holders,
although deterioration in asset values has limited any benefit.  
The renegotiation of ARM's revolving credit agreement also
included in a senior secured leverage test, allowing for
incrementally more unsecured debt to be issued in the event that
capital markets improve.


ATA AIRLINES: BofA Balks at Sale of Aircraft to Flight Support
--------------------------------------------------------------
Bank of America said ATA Airlines Inc. must not be permitted
to sell the aircraft to Flight Support without first paying the
bank of its debt.

As reported in the Troubled Company Reporter on Oct. 1, 2008,
ATA Airlines sought approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to sell its aircraft and
other properties, with Flight Support as the likely buyer.

BofA said ATA owes it more than $683,963 on account of the loans
that the airlines availed from the bank.  In return for the
loans, ATA Airlines offered its L1011 aircraft, engines, among
other things, as collateral.

In a statement filed with the Court, BofA complained that ATA
Airlines included one of the bank's collateral in the sale.  
"Included in the assets to be sold is one of [BofA's] collateral
engines, ESN14841, which is subject to the [bank's] liens and
security interests," the court filing said.

BofA also complained that both the airlines and Flight Support
have not yet confirmed how much they would pay to the bank.

                        About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 91; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


ATA AIRLINES: U.S. Government Balks at Planned $3.8MM Assets Sale
-----------------------------------------------------------------
Government lawyers slammed the proposed sale of the certificates
issued to ATA Airlines Inc. by the Federal Aviation Administration
and the Department of Transportation.

As reported in the Troubled Company Reporter on Oct. 1, 2008, the
Debtor, as seller, and American Aviation, as purchaser, have
entered into a binding letter of intent dated Sept. 5, 2008,
which contemplates the sale of the Debtor's business and related
authorities and assets to AAI for $3,800,000.

In a court filing, the lawyers said the air carrier operating
certificate issued by FAA is nontransferable while the other
certificate issued by DOT cannot be transfered without the
agency's approval.

Andrea Handel, one of the three attorneys from the Department of
Justice who filed the statement, said an applicant has to undergo
evaluation by the FAA before it can secure an air carrier
operating certificate.  "The FAA issues an air carrier operating
certificate only to those with the requisite qualifications," she
said.

Meanwhile, ATA Airlines cannot transfer the Certificate of Public
Convenience and Necessity without consent from the DOT, Ms.
Handel said, adding that the transfer must also be consistent
with the public interest.  

"DOT must determine that the transferee is fit to conduct the
proposed operations under the three-part test of the transferee's
managerial capabilities, financial posture and compliance
disposition," Ms. Handel pointed out.  She further said that the
DOT must also determine that the transferee meets the
U.S.                                            
citizenship requirements.   

Ms. Handel criticized the airlines' proposed sale of its airport
slots at LaGuardia Airport in New York, saying the slots can
either be leased or traded to another air carrier but cannot be
sold.  

AirTran Airways, in a court statement, also denounced the  
proposed transfer of slots to American Aviation Investment, the
likely buyer under the deal.

Counsel for AirTran, Barbara Ellis Monro, Esq., at Smith Gambrell
& Russell, in Atlanta, Georgia, complained that ATA Airlines
persuaded the Court to approve American Aviation as the buyer,
"without providing for AirTran's right of first refusal for the
purchase of the slots," as required under their lease contract.

ATA Airlines and AirTran signed an operating authority lease
agreement way back in 2007 to permit AirTran to lease 10 air
carrier operating authorizations at LaGuardia Airport.  The
agreement purportedly provides AirTran with a "right of first
refusal to match best offer by another purchaser."  

"[ATA Airlines] cannot sell the slots without making the sale
subject to AirTran's right to purchase the slots by matching the
highest and best price once it is determined," Ms. Monro said.

                  ALPA Denounces Sale Transaction

Air Line Pilots Association, a labor union representing the
airlines' pilots and flight engineers, also expressed concern
over the sale transaction, saying it is inconsistent with the job
security positions in its labor contract with ATA Airlines.

"The labor agreement requires that ATA obtains the commitment of
a potential successor to adopt the labor agreement, and thus the
commitment to employ ATA flight deck crew members in any
continued operations as a condition of entering into an agreement
that could result in a successor," the union said in a court
filing.

ALPA further said the airlines did not provide sufficient
information to determine whether or not the approval sought would
be in the best interest of the estate.

"There is scant information provided about the sale process and
no identification of other parties who signed letters of intent
or of the contents of those offers," ALPA said, adding that there  
was no apparent general notice of the proposed auction to other
prospective buyers.

"There is no basis on this record to designate [American
Aviation] as having provided the highest and best offer for ATA  
or to approve ATA Airlines' entry into the [letter of intent],"
the union further said.

                        About ATA Airlines

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

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

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

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

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

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

(ATA Airlines Bankruptcy News, Issue No. 91; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


ATARI INC: Infogrames Entertainment Completes Acquisition
---------------------------------------------------------
Atari Inc. disclosed in a Securities and Exchange Commission
filing that effective Oct. 8, 2008, Infogrames Entertainment, S.A.
completed its acquisition of the company.

In connection with the Merger, the company's shares of common
stock, par value $0.10 per share, are no longer traded on the
"Pink Sheets" or listed on any exchange or quotation service.

On Oct. 8, 2008, pursuant to the terms of the Agreement and Plan
of Merger among Infogrames, Irata Acquisition Corp. and the
company, each outstanding share of Atari common stock, par value
$0.10 per share, other than shares held by Infogrames and its
subsidiaries and shares held by Atari stockholders who are
entitled to and who properly exercise appraisal rights under
Delaware law, issued and outstanding immediately prior to the
effective time of the Merger was canceled and automatically
converted into the right to receive $1.68 per share in cash,
without interest.

Upon the closing of the Merger, the Company became a wholly owned
indirect subsidiary of Infogrames.

Pursuant to the terms of the Merger Agreement, immediately upon
completion of the Merger on Oct. 8, 2008, each of the directors of
the Company resigned and were replaced by the directors of Irata
Acquisition Corp.

The company has filed a certification and notice of termination of
registration under the Securities Exchange Act of 1934 following
the completion of the acquisition.

                          About Atari Inc.

New York City-based Atari Inc. is a publisher of video game
software that is distributed throughout the world and a
distributor of video game software in North America. Most of the
products it publishes and distributes are games developed by or
for Infogrames Entertainment S.A., or IESA, a French corporation
listed on Euronext, which owns approximately 51% of its stock.

Atari has offices in Brazil, the United Kingdom and Japan.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 16, 2008,
J.H. Cohn LLP raised substantial doubt about Atari Inc.'s
ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2008.  
The auditor pointed to the company's significant operating losses.


AURORA OIL: Receives Notices of Default for Credit Facility & Loan
------------------------------------------------------------------
Aurora Oil and Gas Corporation disclosed in a Securities and
Exchange Commission filing that it has received notices of
defaults in relation to its senior secured credit facility with
BNP Paribas and an its second lien term loan agreement with BNP,
as the arranger and administrative agent, and several other
lenders forming a syndication.  In August 2008, Laminar Direct
Capital, LLC succeeded BNP as the arranger and administrative
agent for the Term Loan.

On June 6, 2008, BNP notified the Company that the syndicate had
redetermined the Company's borrowing base under the Senior Secured
Credit Facility to be $50 million.  As a result, there was a
potential deficiency of as much as $20 million.  According to the
Senior Secured Credit Facility, the Company would be required to
repay any deficiency in three equal monthly installments within 90
days following notification, subject to, among other things, the
Company's right to request an interim redetermination of the
borrowing base.

On June 12, 2008, the Company and certain subsidiaries, as
guarantors, entered into a forbearance agreement and amendment
no. 1 to the Senior Secured Credit Facility with BNP and the
syndication.  

In accordance with the Forbearance and Amendment Agreement and the
Term Loan Forbearance and Amendment Agreement, BNP agreed to
forbear and refrain from:

   -- accelerating any loans outstanding (including any borrowing
      base deficiency),

   -- exercising all rights and remedies, and

   -- taking any enforcement action under the Senior Secured
      Credit Facility and the Term Loan or otherwise as a result
      of certain potential covenant defaults during the period
      from June 2, 2008, until Aug. 15, 2008 provided the Company
      complies with certain forbearance covenants.

Since the expiration of the Standstill Period, the Company
continues to engage in discussions with the Senior Secured Credit
Facility syndicate and the Term Loan syndicate to restructure the
Company's debt.

On Sept. 30, 2008, the Company received a notice of early
termination from BNP with respect to the Company's natural gas and
interest rate swap derivatives in accordance with the 1992
International Swap Dealers Association, Inc. master agreement
dated Aug. 20, 2007 between the Company and BNP.

The Early Termination Notice references Sections 6(a) and 6(b) of
the ISDA master agreement which gives BNP the right to terminate
following an event of default.  The settlement amount in
connection with the Early Termination Notice amounted to
approximately $1.6 million for the interest rate swap derivative
and $0.6 million for the natural gas derivatives. The total
settlement amount due in the approximate amount of $2.2 million
was payable on or before Oct. 2, 2008.  As a result of the natural
gas derivative contracts termination, the Company is presently
exposed to the fluctuation of natural gas prices.

On Oct. 3, 2008 the Company received a notice of default from BNP
with respect to the Senior Secured Credit Facility.

The Notice of Default states that an event of default occurred
under:

   -- Section 10.01(a) of the Senior Secured Credit Facility due
      to the company's failure to pay the first of three principal
      borrowing base deficiency payments in the approximate
amount       
      of $6.6 million,

   -- Section 10.01(g) of the Senior Secured Credit Facility due
      to the swap termination amount in connection with the Early
      Termination Notice exceeding $500,000,

   -- Section 10.01(f) of the Senior Secured Credit Facility due
      to the Company's failure to pay the settlement amount of
      approximately $2.2 million by the due date of Oct. 2, 2008
      in connection with the Early Termination Notice, and

   -- Sections 8.14, 8.18 and 9.01 of the Senior Secured Credit
      Facility and Term Loan (cross default) due to the Company's
      failure to comply with certain financial and non-financial
      covenants.
  
The Notice of Default informed the Company, as of Oct. 1, 2008,
that the interest rate under the Senior Secured Credit Facility
will bear interest at the default rate thereby increasing the
Company's current interest rate under the Senior Secured Credit
Facility by 2% to approximately 8.0%.

On Oct. 6, 2008, the Company received a notice of default from
Laminar with respect to the Term Loan.  The Term Loan Notice of
Default states that an event of default occurred under:

   -- Section 10.01(g) of the Term Loan due to the swap
      termination amount in connection with the Early Termination
      Notice exceeding $500,000,

   -- Section 10.01(f) of the Term Loan due to the Company's
      failure to pay the settlement amount of approximately $2.2
      million by the due date of Oct. 2, 2008 in connection with ]
      the Early Termination Notice,

   -- Sections 8.14, 8.18 and 9.01 of the Term Loan and the Senior
      Secured Credit Facility (cross default) due to the Company's
      failure to comply with certain financial and non-financial
      covenants, and

   -- Section 10.01(f) and (g) of the Term Loan due to the
      Company's failure to pay the first of three principal
      borrowing base deficiency payments in the approximate amount
      of $6.6 million under Section 10.01(a) of the Senior
Secured       
      Credit Facility (cross default).

Laminar and the syndicate under the Term Loan cannot take any
enforcement or similar actions against the Company or its property
for at least 180 days pursuant to the terms of the Intercreditor
Agreement, dated Aug. 20, 2007 between the Term Loan syndicate and
the Senior Secured Credit Facility syndicate.

The Term Loan Notice of Default also informed the Company, as of
October 1, 2008, that the interest rate under the Term Loan shall
bear interest at the default rate thereby increasing the Company's
current interest rate under the Term Loan by 2% to approximately
15.5%.

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Amex: AOG) -- http://www.auroraogc.com/-- is an independent   
energy company focused on unconventional natural gas exploration,
acquisition, development and production with its primary
operations in the Antrim Shale of Michigan, the New Albany Shale
of Indiana and Kentucky, and the Woodford Shale of Oklahoma.


AXESSTEL INC: Richard N. Frank Discloses 6.95% Equity Stake
-----------------------------------------------------------
Richard N. Frank disclosed in a Securities and Exchange Commission
filing that he may be deemed to beneficially own 1,613,980 shares
of Axesstel Inc.'s common stock, representing 6.95% of the shares
issued and outstanding.

Headquartered in San Diego, Calif., Axesstel Inc. (AMEX: AFT) --
http://www.axesstel.com/-- designs and develops fixed wireless
voice and broadband data products.  Axesstels product portfolio
includes broadband modems, 3G gateways, voice/data terminals,
fixed wireless desktop phones and public call office phones for
high-speed data and voice calling services.  The company delivers
innovative fixed wireless solutions to leading telecommunications
operators and distributors worldwide.  Axesstel's research and
development center is located in Seoul, South Korea.

                        Going Concern Doubt

The company experienced losses from operations from 2004 to 2007.
Because of the company's continuing net losses and negative
working capital position, Gumbiner Savett Inc., the company's
independent auditors, in their report on the company's
consolidated financial statements for the year ended Dec. 31,
2007, expressed substantial doubt about the company's ability to
continue as a going concern.

At June 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $42,319,600 in total current assets
available to pay $42,876,898 in total current liabilities.

As of June 29, 2008, the company had accumulated deficit of
$36,216,873.


BANC OF AMERICA: S&P Junks Class B-1 & B-2 Certificates Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 mortgage-backed certificates from Banc of
America Funding 2006-R2 Trust to 'B' from 'A-' and removed them
from CreditWatch, where they were placed with negative
implications on June 10, 2008.  In addition, S&P lowered its
rating on class B-1 from this transaction to 'CC' from 'BBB' and
lowered its rating on class B-2 to 'CC' from 'BBB-'.  The
transaction is a resecuritized real estate mortgage investment
conduit structure.

The downgrades of the class A-1, A-2, B-1, and B-2 certificates
reflect S&P's belief that these classes will no longer have
sufficient credit enhancement to support the ratings at their
previous levels.  S&P's belief is based on its projected lifetime
losses on the underlying transactions, which S&P derived from the
dollar amount of loans currently in the underlying deals'
delinquency pipelines.  Credit support is provided by subordinate
classes within the re-REMIC structure, as well as from classes
subordinate to the classes pledged to the re-REMIC within the
underlying deal.

Additionally, CIFG Assurance North America Inc. provides bond
insurance that reimburses bondholders for any losses allocated to
the class A-1 and class A-2 certificates.  The standard long-term
rating assigned to a fully credit-enhanced class is the higher of
the rating on the credit enhancer and Standard & Poor's underlying
rating on the affected class.  The lowered ratings on classes A-1
and A-2 reflect this methodology.

The transaction is a resecuritization of 22 certificates from
eight previously issued U.S. Alternative-A RMBS transactions and
one U.S. prime jumbo RMBS transaction.  The underlying
transactions were issued by Bank of America N.A., Countrywide Home
Loans Inc., and First Horizon Home Loan Corp. in 2006.  The
collateral for these deals consists primarily of U.S. residential
Alt-A and prime jumbo first-lien mortgage loans.  Subordination is
the sole means of credit support in the underlying transactions.

Classes A-1, A-2, B-1, and B-2 had an original total principal
balance of approximately $61.86 million and have a current balance
of approximately $60.72 million.


BANC OF AMERICA: S&P Puts Ratings on Nine Certs. Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Trust 2006-3 on CreditWatch with
negative implications.

The CreditWatch placements reflect S&P's preliminary analysis of
seven loans in the transaction that are secured by retail stores
tenanted by Boscov's.  The seven loans are 60-plus days delinquent
and have an aggregate unpaid principal balance of $117.1 million
(6.0% of the pool).  The loans were transferred to the special
servicer on Aug. 7, 2008, following Boscov's Aug. 4, 2008,
Chapter 11 bankruptcy filing.

The seven loans are neither cross collateralized nor cross
defaulted and are secured by retail properties located at the
following malls: Monroeville Mall, South Hills Village, Marley
Station, White Marsh, Owings Mills, Oxford Valley Mall, and
Montgomery Mall. After filing Chapter 11 bankruptcy, Boscov's said
it would close the store locations.

Standard & Poor's is in dialogue with the special servicer,
CWCapital Asset Management LLC, about the status of the loans.  
S&P will update or resolve the CreditWatch negative placements as
more details concerning the work-out process become available to
Standard & Poor's.  
   
               Ratings Placed on Creditwatch Negative

Banc of America Commercial Mortgage Trust 2006-3
Commercial mortgage pass-through certificates series 2006-3

                Rating
                ------
Class   To               From   Credit Enhancement
-----   --               ----   ------------------
F       BBB+/Watch Neg   BBB+         5.55%
G       BBB/Watch Neg    BBB          4.67%
H       BBB-/Watch Neg   BBB-         3.53%
J       BB+/Watch Neg    BB+          2.90%
K       BB/Watch Neg     BB           2.52%
L       BB-/Watch Neg    BB-          2.14%
M       B+/Watch Neg     B+           2.02%
N       B/Watch Neg      B            1.64%
O       B-/Watch Neg     B-           1.39%


BILL HEARD: Closed Chevrolet Stores Attract Buyer Interest
----------------------------------------------------------
The trade publication Automotive News reports that closed Bill
Heard Chevrolet stores have attracted buyers, although a bid is
yet to be received.  Ten of the 14 closed stores, including the
dealerships in Sanford and Plant City, have generated interest
from potential buyers, Orlando Sentinel, citing Automovite News,
reports.  

In the middle of last week, no firm deals are in place, and
probably will not be for "the next five to 10 days" said Fred
Caruso, chief operating officer for Development Specialists Inc.,
the company charged with selling the stores, according to Orlando
Sentinel.  Mr. Caruso would not disclosed names of those who
expressed "definite interest."

One of the closed stores is in Scottsdale.  Jane Larson of The
Arizona Republic reports that a speedy sale would be good news for
Scottsdale, which lost sales-tax revenue when Bill Heard
Enterprises Inc. abruptly closed its Motor Mile dealership.  The
bankruptcy resulted to the lay off of about 2,700 employees
nationwide, including 148 in Scottsdale.

                         About Bill Heard

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- is one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$500 million and $1 billion each.


BRAINTECH INC: Frederick W. Weidinger Discloses 34% Equity Stake
----------------------------------------------------------------
Frederick W. Weidinger disclosed in a Securities and Exchange
Commission filing that he may be deemed to beneficially own
21,483,750 shares of Braintech Inc.'s common stock, representing
34.01% of the shares issued and outstanding.

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

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

Braintech Inc.'s consolidated balance sheet at June 30, 2008,
showed $2,510,776 in total assets and $3,610,584 in total
liabilities, resulting in a $1,099,808 stockholders' deficit.

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

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

                       Going Concern Doubt

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


BRANDON BARBER: Court Okays Foreclosure of Two Properties
---------------------------------------------------------
Kim Souza at The Morning News reports that the Hon. Kim Smith at
the Washington County Circuit Court ruled in favor of Brandon
Barber's lenders, Citimortgage Inc., and Legacy National Bank, to
forclose the buildings belonging to the debtor.

The Morning News relates that the properties to be foreclosed are:

     -- the Old Missouri Office Building in Springdale, a
        15,856-square-foot office building; and

     -- a house belonging to Brandon Barber and his wife,
        Kerri.

According to The Morning News, Judge Smith signed a $2.3 million
consent judgment and decree of foreclosure for Citimortgage, who
held the first lien on Old Missouri Office Building, and granted a
$1.43 million judgment for Legacy National on the office building
as the second mortgagee.

The Morning News quoted Marshall Ney, the counsel for Legacy Bank,
as saying, "There is a contract to sell the property, so we
released our mortgage.  But because the sale proceeds are not
enough to fulfill the first mortgage, we took a full judgment
against Brandon and Kerri Barber."

Citimortgage, The Morning News states, will release its first lien
within 30 days after the sale of the property with full proceeds
going toward the debt.  According to the report, a sales contract
was signed for the property.

Legacy Bank held a third mortgage on a home belonging to Mr.
Barbers which is also under contract, The Morning News says,
citing Mr. Ney.  The Morning News relates that Mr. Ney said that
Legacy Bank released its mortgage to facilitate the sale, but
won't recover any of the proceeds.  Legacy Bank, states The
Morning News, took a full judgment against Mr. Barbers that --
according to Mr. Ney -- will attach to other real property owned.

The Morning News reports that Legacy National is also seeking to
foreclose Mr. Barber's Legacy Building in downtown Fayetteville.  
The report states that the sale of the property was stayed by a
Chapter 11 bankruptcy filing by Mr. Barber's limited liability
company, Lynnkohn.

Legacy Bank will face Lynnkohn in the federal and district courts
over the $18.7 million it is owed by Mr. Barber on the Legacy
Building, according to The Morning News.

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


BRUNSWICK CORP: Meridian Yachts to Close Arlington Facility
-----------------------------------------------------------
Meridian Yachts disclosed Thursday that it will shut down its
Arlington boat building operation within 60 days and lay off
nearly all its 830 employees.

The company said that the decision was made as a result of "a
dramatic decline in boat sales nationwide", the Associated Press
reported Friday.

In addition to the Arlington closure, Brunswick Corp., which owns
Meridian Yachts, will close its plants in Ripestone, Minn.;
Roseburg, Ore.; and Navassa, N.C.  Workers at three other plants
near Knoxville, Tenn., will be furloughed from Oct. 27 until the
end of the year.

Brunswick officials said that nationwide, 1,400 people would be
affected and that the layoffs would save the company about
$300 million by the end of next year.

According to the report, the Arlington factory has been making 34-
to 58-foot motor yachts under the Meridian brand since 2002.  
Brunswick, the world's largest manufacturer of pleasure boats,
also owns the Bayliner and Boston Whaler brands.

The company said that in July and August, industry sales of
fiberglass boats declined 40 percent while sales of aluminum boats
fell 21 percent, and that it expects September sales will be
worse.

Brunswick Corp. purchased Olympic Boat Centers, a major boat
distributor in the Pacific Northwest, for $2 million last month.
Olympic Boat Centers filed for Chapter 11 relief on July 17, 2008.

                    About Brunswick Corporation
   
Headquartered in Lake Forest, Illinois, Brunswick Corporation  
(NYSE:BC) -- http://www.brunswick.com/-- is a manufacturer and    
marketer of recreation products, including boats, marine engines,
fitness equipment, and bowling and billiards equipment.  It has
four segments: Boat, Marine Engine, Fitness, and Bowling &
Billiards.  It owns and operates Brunswick bowling centers in the
United States and other countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 14, 2008,
Standard & Poor's Ratings Services lowered its long-term ratings
on Brunswick Corp., including the corporate credit rating and
senior unsecured debt rating, to 'BB-' from 'BB+'.  In addition,
the ratings were placed on CreditWatch with negative implications,
indicating the possibility for further downward rating action over
the near term.  Total debt outstanding as of June 28, 2008 was
$727.7 million.


BUCYRUS INTERNATIONAL: S&P Lifts LT Corp. Credit to BB from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Bucyrus International Inc. to 'BB' from 'BB-'.  
At the same time, S&P raised the rating on the company's credit
facilities by one notch to 'BB', the same as the corporate credit
rating.  The recovery rating on this debt remains unchanged at
'3', indicating S&P's expectation of meaningful recovery in the
event of a payment default.  The outlook is positive.

"The upgrade reflects the company's successful ongoing integration
of the May 2007 acquisition of DBT GmbH, and its solid operating
performance since the acquisition," said Standard & Poor's credit
analyst Robyn Shapiro.

The rating on South Milwaukee, Wisconsin-based Bucyrus reflects
the company's position in the niche market for surface mining and
underground mining equipment manufacturing.  Key business risks
include the company's increased exposure to the cyclical mining
end market and volatile commodity prices.  The company's leading
brand names, its sizable installed machine base, the high barriers
to entry in the mining equipment manufacturing industry, as well
as the solid aftermarket for the company's parts and service
temper these negative factors.

Bucyrus manufactures electric mining shovels, blasthole drills,
and draglines for the surface mining industry.  It is one of the
world's leading manufacturers of large-scale excavation equipment
used in surface mining.  The company's underground mining business
complements surface mining equipment operations with products such
as roof support systems and continuous shearers.  Annual sales of
more than $2 billion include aftermarket sales in support of its
large installed base of long-lived machines, which are used
throughout the world for mining coal, copper, oil sands, gold,
iron ore, and other minerals.

As a result of the DBT acquisition, the company also has a large
installed base of machines where there is opportunity for
capturing a greater share of their products' replacement parts and
repair business.  The combined installed base value of machines is
about $30 billion.

S&P expects Bucyrus to continue to benefit from strong global
industry fundamentals.  S&P could raise the ratings if the
integration of DBT continues according to plan, demand and
operating performance are sustained, and the company continues to
deliver good credit ratios, for example, FFO to total adjusted
debt greater than 30%.  Still, Bucyrus will need to maintain
acquisition and financial discipline in preparation for the next
inevitable downturn.  S&P could revise the outlook to stable from
positive if either a decline in market conditions or more
aggressive financial policies are likely to cause FFO to total
debt to decline below 40%.


C54-1 SKYGARDEN: Section 341(a) Meeting Scheduled for Oct. 22
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of C54-1
Skygarden, LLC's creditors on Oct. 22, 2008, at 4:00 p.m., at the
US Courthouse, Room 4107.

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

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

Snohomish, Washington-based C54-1 Skygarden, LLC, filed for
Chapter 11 protection on Sept. 12, 2008 (Bankr. W. D. D.C. Case
No. 08-15895).  Marc S. Stern, Esq., who has an office at Seattle,
Washington, represents the Debtor in its restructuring effort.  
The Debtor listed assets of $13,200,000 and debts of $13,211,000
in its bankruptcy filing.


CARROLS RESTAURANT: Expects $209.1 Million Third Quarter Revenues
-----------------------------------------------------------------
Carrols Restaurant Group, Inc., disclosed in a Securities and
Exchange Commission it preliminary financial results for the third
quarter ended Sept. 28, 2008.

Total revenues for the third quarter of 2008 are expected to be
approximately $209.1 million, an expected increase of 2.7% over
the third quarter of 2007 with comparable restaurant sales
anticipated to increase 3.5% at Burger King(R), and to decrease
(1.9%) at Pollo Tropical(R) and (0.9%) at Taco Cabana(R).  The
Company estimates that it lost about 150 total restaurant
operating days during the third quarter due to restaurant closures
at Taco Cabana caused by Hurricane Ike.  Diluted earnings per
share for the period are expected to be between $0.15 and $0.17.

The Company will provide additional details regarding its third
quarter and nine month results and revised 2008 guidance during
its upcoming quarterly conference call, which is currently
scheduled for Nov. 4, 2008.

Alan Vituli, Chairman and Chief Executive Officer of Carrols
Restaurant Group, Inc., commented, "Persistent macro economic
challenges, particularly in Florida, were further exacerbated by
some unfortunate weather patterns in Texas during the third
quarter, as Hurricane Ike forced the temporary closing of many of
our 40 Taco Cabana restaurants in the Houston area for several
days.  We have been pro-actively addressing escalating commodity
and utility costs with menu price increases across all three
brands in attempt to maintain operating margins.  We are
diversified by brand, geographic area of operations and customer
profile, which generally enables us to moderate operating risks
while adding stability."

Mr. Vituli added, "Given the current economic environment, we have
lowered our planned rate of new unit growth and elected to defer
certain discretionary capital expenditure initiatives in order to
reduce our debt.  We have reduced capital expenditures for 2008,
and now anticipate total capital expenditures of $65 to $70
million, compared to our earlier plan of $70 million to $80
million.  In 2009, we plan to further limit our discretionary
capital spending and currently anticipate total capital
expenditures of $20 to $30 million with new unit growth
significantly reduced from 2008.  We have also completed
$10.5 million in sale/leaseback transactions to date in 2008,
including $4.0 million in October, with approximately $12 million
of additional sale/leasebacks being m arketed and expected to
close over the next six to nine months. These actions are intended
to maximize free cash flow during these uncertain times and to
reduce  our outstanding debt.  We intend to follow this strategy
until such time as we have better visibility as to consumer
spending, the economy and the capital markets as a whole."

Mr. Vituli concluded, "Given the current environment, we are
prudently managing our financial leverage.  We completed a
refinancing of our senior credit facility in early 2007 with terms
that are favorable in relation to current markets. The actions
that we are taking to improve liquidity and to reduce debt should
provide a greater margin of safety with respect to the financial
covenants in our loans."

During the third quarter, the Company opened one new Pollo
Tropical restaurant and three new Taco Cabana restaurants.  The
Company also closed two Burger King restaurants.

As of Sept. 28, 2008, the Company owned and operated a total of
559 restaurants, including 317 Burger King, 89 Pollo Tropical and
153 Taco Cabana restaurants.

                     About Carrols Restaurant

Carrols Restaurant Group, Inc., operating through its
subsidiaries, including Carrols Corporation, is one of the largest
restaurant companies in the United States. The Company operates
three restaurant brands in the quick-casual and quick-service
restaurant segments with 559 company-owned and operated
restaurants in 16 states as of September 28, 2008, and 30
franchised restaurants in the United States, Puerto Rico and
Ecuador.  Carrols Restaurant Group owns and operates two Hispanic
Brand restaurants, Pollo Tropical and Taco Cabana. It is also the
largest Burger King franchisee, based on number of restaurants,
and has operated Burger King restaurants since 1976.

The company's consolidated balance sheet as of June 30, 2008,
showed $473.6 million in total assets, and $474.7 million in total
liabilities and $1.1 million in total shareholders' deficit.

The company's consolidated balance sheet also showed strained
liquidity with $30.1 million in total current assets available to
pay $68.6 million in total current liabilities.


CBJ PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: CBJ Properties Unlimited, Inc.
        280 Route 31
        Macedon, NY 14202

Bankruptcy Case No.: 08-22655

Chapter 11 Petition Date: October 31, 2008

Court: Western District of New York (Rochester)

Debtor's Counsel: Kenneth L. Pennica, Esq.
                  klp99@infionline.net
                  1171 Titus Avenue
                  Rochester, NY 14617
                  Tel: (585) 336-9220

Total Assets: $1,600,000

Total Debts: $1,120,034

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


CENVEO INC: S&P Holds 'BB-' Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Cenveo Inc. to negative from stable.  
Ratings on the company, including the 'BB-' corporate credit
rating, were affirmed.

"The outlook revision reflects our concern regarding the limited
cushion with respect to Cenveo's total leverage covenant, and our
expectation for volume declines and further pricing pressures
given the current state of the economy," said Standard & Poor's
credit analyst Michael Listner.

Although the current rating reflects the expectation that
management will take prudent measures to effectively manage its
cost structure and preserve profitability, the company's leverage
covenant steps down to 4.75x in the second quarter of 2009, and
S&P expects that the economy may limit Cenveo's ability to either
repay debt or grow EBITDA enough to provide an adequate cushion
with respect to this measure.  

Also, Cenveo announced the implementation of a $15 million share
repurchase program on Oct. 7, 2008.  While the size of this
program is immaterial to Cenveo's covenant calculation, the
initiation of the plan represents a departure from S&P'sprevious
assumptions that management will not pay dividends or make share
repurchases over the intermediate term.

The 'BB-' corporate credit rating reflects Cenveo's high leverage
and participation in highly competitive and cyclical printing
markets.  These factors are offset by solid improvements in recent
years to the firm's profitability and cash flow generation,
increased cash flow diversity as a result of recent acquisitions,
and success in integrating and realizing synergies from these
acquisitions.


CHESAPEAKE ENERGY: S&P Keeps Pos. Watch Despite Negative Market
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its 'BB' corporate credit rating, on oil and gas
exploration and production company Chesapeake Energy Corp. remain
on CreditWatch with positive implications, where they were placed
on July 9, 2008.

"Despite the recent negative market sentiment, we still expect the
company to maintain sufficient liquidity," said Standard & Poor's
credit analyst David Lundberg.  "Proceeds from expected near-term
asset monetizations and operating cash flow should exceed cash
outflows, allowing the company to increase its cash balance in the
fourth quarter."

S&P could raise ratings if:

-- The company executes its planned asset monetizations and
   expands its cash balance in the fourth quarter, and

-- The company is committed to maintaining adequate liquidity in
   2009.

Chesapeake's business risk profile is of investment-grade caliber
and its financial leverage, while aggressive, would not
necessarily preclude a one-notch upgrade.

If, however, the asset monetizations appear stalled, ratings will
largely depend on management's subsequent actions.  Chesapeake's
capital budget is mostly discretionary and the company can scale
back spending sharply.  However, such an action would likely
decrease expected production growth, which has been a key focus
point for management.  In this scenario, S&P could still consider
an upgrade if the company scales back capital expenditures to such
an extent that it remains at least cash flow breakeven for the
quarter.  Conversely, S&P could revise the outlook to developing
or negative if liquidity worsens.

Chesapeake's credit default swap spreads widened sharply last week
to roughly 800 basis points.  While the entire industry saw
challenging conditions, investors apparently became more concerned
about Chesapeake's liquidity.  The company issued a press release
on Oct. 11, 2008, addressing the following points on liquidity:
Chesapeake still anticipates $2.5 billion to $3 billion in cash
proceeds in the fourth quarter from asset sales and a fourth
volumetric production payment.

It reduced its 2009 and 2010 capital expenditures by $1.5 billion
and will make further cuts in the fourth-quarter 2008.  It has
$1.5 billion of cash on hand at third-quarter end, after drawing
down the full amount of its $3.5 billion revolver.  It expects to
be in full compliance with its financial covenants at third-
quarter end with significant cushion.

It remains highly hedged with 81%, 72%, and 46% of expected
fourth-quarter 2008, 2009, and 2010 production hedged at
relatively attractive prices, although certain swaps are subject
to 'knock-out' provisions.

S&P had placed the ratings on Chesapeake on CreditWatch with
positive implications following a common stock offering and its
announced joint venture with Plains Exploration & Production Co.
in the Haynesville Shale.  These actions, as well as management's
statements that it would enter into more joint ventures, gave us
confidence that the company would more prudently manage the cash
requirements of its large capital program.

In the fourth quarter, Chesapeake should generate $1.1 billion to
$1.2 billion of cash flow at current commodity prices and expects
to receive $2.5 billion to $3 billion in cash from asset
monetizations.  Based on its capital expenditure guidance from
Sept. 22, Chesapeake would generate modest positive cash flow for
the quarter.  However, the company has indicated that it expects
to generate positive cash flow in the $1.5 billion to $2 billion
range, which implies a significant decrease in capital
expenditures and/or a successful monetization of its midstream
assets.  Management also expects to generate positive cash flow in
2009, but this plan depends on $4 billion to $5 billion of asset
monetizations.


CIRCUIT CITY: KeyBanc Analyst Sees Ch. 11 Filing in 2009 1st Qtr.
-----------------------------------------------------------------
A research analyst at KeyBanc Capital markets in Cleveland, Ohio,
sees Circuit City Stores Inc. entering Chapter 11 bankruptcy as
early as the first three months of 2009, Twice, a business
newspaper dedicated solely to consumer electronics, reported
Monday.

"We believe a Circuit City bankruptcy has become a question of
'when' rather than if,'" Bradley Thomas said in a research note.
Mr. Thomas added that Best Buy would directly benefit from a
Circuit City bankruptcy, notwithstanding the effects of falling TV
prices and reductions in consumer spending.

Circuit City said last week that advisers are finding ways to
improve its financial performance.  The company is also reviewing
strategic alternatives available to it, the Associated Press
reports.

                      Financial Performance

Circuit City Stores, Inc. reported a net loss of $404.0 million on
net sales of $4.69 billion for the six months ended Aug. 31, 2008,
compared with a net loss of $117.4 million on net sales of
$5.13 billion in the same period ended Aug. 31, 2007.  Comparable
store sales decreased 12.3 percent for the first six months of
fiscal 2009.

The net loss for the first six months of fiscal 2009, included a
$73.0 million impairment charge to reduce the carrying value of
the fixed assets of some of its domestic segment stores to their
estimated fair value, based on information available at Aug. 31,
2008.

For the six months ended Aug. 31, 2008, net cash used in operating
activities was $346.3 million, compared with net cash used in
operating activities of $133.3 million in the six months ended
Aug. 31, 2007.  The change was due primarily to a net loss,
adjusted for non-cash items, of $230.8 million for the six months
ended Aug. 31, 2008, compared with a net loss, adjusted for non-
cash items, of $78.1 million for the six months ended Aug. 31,
2007.  

In May 2008, the company retained Goldman, Sachs & Co. to assist
the company in exploring strategic alternatives to enhance
shareholder value.

At Aug. 31, 2008, the company's balance sheet showed $3.40 billion
in consolidated assets, $2.32 billion in total liabilities, and
$1.08 billion in total stockholders' equity.  Working capital at
Aug. 31, 2008, was $481.4 million, compared with $834.0 million at
Aug. 31, 2007.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty         
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.

                          *     *     *   
                    
As reported in the Troubled Company Reporter on Oct. 1, 2008,
Lauren Coleman-Lochner, Mark Clothier and Jonathan Keehner of
Bloomberg News report that Circuit City Stores, Inc., has hired
turnaround firm FTI Consulting Inc. as an adviser, according to
two people with knowledge of the appointment who declined to be
identified because the information isn't public.


COLUMBIAN PUBLISHING: Moving to Former Offices, Might Go Bankrupt
-----------------------------------------------------------------
The Seattle Times reports that the publisher of The Columbian
Publishing Co. said the newspaper is being forced by money
problems to move out of its new building and back to its former
offices.

The Columbian's newsroom, advertising and circulation departments,
which occupy four of six floors of a $30 million downtown
building, will move by the first quarter of 2009.  Publisher Scott
Campbell said The Columbian needs to generate more revenue from
the building.  The company will either lease the entire 118,000-
square-foot building or sell it, according to the report.  

Mr. Campbell also revealed that the company is trying to negotiate
a new loan and may seek Chapter 11 bankruptcy protection from
creditors.  He admits that The Columbian is facing a difficult
business situation just like many newspapers across the country.

The Columbian was purchased by Mr. Campbell's grandfather Herbert
Campbell in 1921.  It employs 282 people including 12 employees of
the Camas Post-Record, after two rounds of layoffs in the past 10
months.


COMBIMATRIX CORP: Odyssey Value Discloses 9.7% Equity Stake
-----------------------------------------------------------
Odyssey Value Advisors, LLC, disclosed in a Securities and
Exchange Commission filing that it may be deemed to beneficially
own 571,161 shares of CombiMatrix Corp.'s common stock,
representing 9.7% of the shares issued and outstanding.

Headquartered in Mukilteo, Washington, CombiMatrix Corp.
(NasdaqGM: CBMX) -- http://www.combimatrix.com/-- is a
diversified biotechnology company that develops and sells
proprietary technologies, products and services in the areas of
drug development, genetic analysis, molecular diagnostics,
nanotechnology research, defense and homeland security, as well as
other potential markets where the company's products and services
could be utilized.

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing CombiMatrix's financial statements
for the year ended Dec. 31, 2007.  The firm pointed to the
company's history of incurring net losses and net operating cash
flow deficits.

For the quarter ended June 30, 2008, CombiMatrix reported a net
loss of $3,263,000 on revenues of $2,067,000, compared with a net
loss of $3,567,000 on revenues of $1,336,000 in the same period
last year.  As of June 30, 2008, CombiMatrix's balance sheet
showed $31,047,000 in total assets, $4,310,000 in total
liabilities and $26,737,000 in total shareholders' equity.


CYGNE DESIGNS: Bernard Manuel Quits as Board Chairman
-----------------------------------------------------
Cygne Designs Inc. disclosed in a Securities and Exchange
Commission filing that Bernard Manuel has resigned from all
positions with the Company and its subsidiaries and affiliates,
including his position as Chairman of the Board and as a member of
its Board of Directors.

Mr. Manuel's resignation was not the result of any disagreement
with the Company or its management.

Based in New York, Cygne Designs Inc. (Nasdaq: CYDS) is a
designer, merchandiser, manufacturer and distributor of branded
and private label women's denim, casual

The company's consolidated balance sheets showed total assets of
$10,869,000 and total liabilities resulting in a $7,331,000
stockholders' deficit.  Furthermore, its consolidated balance
sheets showed strained liquidity with $10,066,000 total current
assets available to pay $14,824,000 total current liabilities.

Cygne Designs Inc. recorded a net loss of $16,616,000 on net sales
of $12,595,000 for the the quarter ended July 31, 2008, compared
with a $1,581,000 net income on net sales of $33,189,000 for the
same period a year earlier.  The net loss of $16,616,000 included
expenses of $13,677,000 for impairment of goodwill.


DB ISLAMORADA: Hearing Set for Ameribid Employment as Auctioneer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida set
a hearing for Oct. 24, 2008, at 10:30 a.m., on DB Islamorada,
LLC's request to hire Louis B. Fisher III and Ameribid, LLC, as
auctioneer, nunc pro tunc to Aug. 4, 2008, for its property at
81450 Overseas Highway, islamorada, Florida.  The hearing will be
held at 51 SW First Avenue Room 1410, Miami.

As reported in the Troubled Company Reporter on Oct. 13, 2008, the
Court granted DB Islamorada permission to auction its assets.  The
Court approved the sale of the Debtor's assets to Concord Wilshire
Development, Inc., or its designee, or to the highest and best
bidder at an auction, free and clear of liens, claims, and
encumbrances.  Concord Wilshire has offered $8,000,000 for
substantially all of the Debtor's assets.  The Court approved the
procedures to govern the sale and the auction, including the terms
for submission of competing offers and auction procedures.

The maximum amount of costs and expenses to be expended by and
reimbursed to the auctioneer is $63,980 for marketing and sales.  
Compensation of the auctioneer will be based on 3% of gross
revenue.  

Upon completion of the auction, the auctioneer will file a report
to the Court summarizing the results of the auction and stating
the fees and expenses, which will be paid to the auctioneer.  The
report will be served to the U.S. Trustee, the trustee, and any
other interested party who specifically requests a copy.  The fees
and expenses will be paid without further notice or hearing unless
any party-in-interest files an objection within 10 days after the
report is filed and sent to the U.S. Trustee, the trustee, and any
other interested party.

The Debtor assures the Court of the auctioneer's
disinterestedness.


                        About DB Islamorada

Miami, Florida-based DB Islamorada LLC develops a condomunium
hotel in Islamorada, Florida.  It filed for Chapter 11 bankruptcy
on Nov. 29, 2007 (Bankr. S.D. Fla. Case No. 07-20537).  Its
schedules show total assets of $28,236,009 and total debts of
$27,546,060.


DOUGLAS JOHNSON: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Douglas R. Johnson
        8440 Westpark Drive
        Houston, TX 77063

Bankruptcy Case No.: 08-36584

Chapter 11 Petition Date: October 13, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Craig Harwyn Cavalier, Esq.
                  Craig Harwyn Cavalier, Attorney at Law
                  ccavalier@cavalierlaw.com
                  3355 West Alabama, Suite 1160
                  Houston, TX 77098
                  Tel: (713) 621-4720
                  Fax: (713) 621-4779

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Merrill Lynch Business         General           $3,700,000
Financial Svcs                 Unsecured
222 North LaSalle Street
Chicago, IL 60601

IFC Credit Corp                General           $800,000
Attn: Loretta Johnson          Unsecured
8700 Waukegan Rd, Ste 100
Morton Grove, IL 60053


DURA AUTOMOTIVE: Reports Reorganization and Other Business Updates
------------------------------------------------------------------
DURA Automotive Systems, Inc. disclosed a comprehensive
restructuring of the company into four worldwide business units,
aimed at strengthening its competitive position.  In addition,
DURA disclosed several other significant corporate events,
including $1 billion in new business awards and the planned
filing timeline of its regulatory financial information.

"Macro-economic conditions affecting the global automotive
industry have dramatically altered the way automotive suppliers
need to do business around the world," said Tim Leuliette,
appointed DURA's president and chief executive officer on
July 17, 2008, following the company's emergence from Chapter 11
reorganization.  "This announcement of our move away from a
regional structure into four global business units will further
enhance our efficiency and ability to compete as one global
company.  We are confident these actions will strengthen our
ability to serve our worldwide customers and grow our business.
DURA is now a lean, globally balanced technology leader."

With its emergence from Chapter 11, DURA accomplished one of the
most comprehensive business restructurings in the automotive
industry.  By the end of 2008, the company expects to complete
the last of its plans to close or exit 16 manufacturing
facilities worldwide.  These closures, combined with the
elimination of $1.2 billion, or 85%, of the company's debt and
a 90% reduction in cash interest expense, as part of the
reorganization plan approved earlier this year, have laid the
groundwork for a new, lean and globally competitive DURA.

                     Worldwide Reorganization

The company is announcing the next step in its transformation.
Effective Jan. 1, 2009, DURA will be organized into four
worldwide product line divisions replacing the current seven
regional business units.  DURA's four new worldwide divisions
and executive leadership are:

   -- Cable Systems, headquartered in Rochester Hills, Michigan,
      is one of the producers of light and heavy-duty automotive
      control cables.  The Cable Systems Division has operations
      in Germany, Romania, the Czech Republic, Portugal, United
      States, Mexico and China.  Leading the division will be
      Al Malizia, as vice president and general manager.  
      Mr. Malizia joins the company after retiring from Metaldyne
      Corporation, where he served as vice president and general
      manager of North American Chassis Operations.

   -- Shifter Systems, headquartered in Dusseldorf, Germany, is
      the supplier of automatic, manual and shift-by-wire
      transmission shift systems in the world, with operations in
      Germany, Romania, the Czech Republic, France, Portugal,
      Russia, United States, India and China.  Martin Becker has
      been named vice president and general manager of DURA's
      Shifter Systems Division.  Mr. Becker was vice president and
      general manager of DURA's Control Systems Europe.

   -- Glass & Trim Systems, headquartered in Rochester Hills,
      Michigan, is a provider of automotive exterior metal and
      plastic trim, and stationary and moving glass window
      systems, with operations in Germany, the Czech Republic,
      United States, Mexico and China.  Tim Horn becomes vice
      president and general manager of DURA's Glass & Trim Systems
      Division.  He was DURA's vice president and general manager,
      Body & Glass North America.

   -- Structural & Safety Systems, headquartered in Plettenberg,
      Germany, is an integral OEM partner of body-in-white and
      structural components, well as mechanical safety assemblies,
      with operations in Germany, United Kingdom, the Czech
      Republic, Slovakia, Spain, Mexico, United States and China.  
      Franz Joseph Feldhaus is named vice president and general
      manager of DURA's Structural & Safety Systems Division.  
      He  was DURA's vice president and general manager, Body &
      Glass Systems Europe.

DURA's four operating divisions supply Aston Martin, Audi,
Bentley, BMW, Brilliance, Chery, Chrysler, Daimler, Fiat, Ford,
General Motors, Honda, Jaguar, Land Rover, Mahindra, NedCar,
NUMMI, Porsche, PSA Peugeot Citroen, Renault-Nissan, SAIC,
Ssangyong, Tata, Toyota and Volkswagen with nearly $2 billion
of products annually.  In 2008, the company anticipates
generating approximately 59% of its revenues from Europe, 33%
from North America and 8% from the rest of the world.

DURA's sales and engineering centers in the United States,
Germany, France, Japan, Brazil, Russia, India and China will serve
the company's worldwide customer base.  DURA professionals will
continue to provide customers with convenient design and
engineering expertise close to their development locations.
Customers will also benefit from consistent and high-quality
manufacturing processes when partnering with DURA on multi-
regional automotive platforms.

                   Other Executive Appointments

As part of its worldwide reorganization, DURA also announced
these leadership appointments:

   -- Francois Stouvenot is now group vice president of
      worldwide sales.  He was vice president of European sales.

   -- Dave Klein becomes vice president of North American sales.
      Mr. Klein formerly served as vice president and general
      manager of Shifter and Cable operations in North America.

   -- Tim Mann is named vice president of global procurement.
      He was vice president of North American purchasing.

   -- Eric Rundall becomes group director of corporate
      development.  Mr. Rundall had been director of European
      finance.

              2007 Financial Information to be Filed

As a result of DURA's Chapter 11 reorganization, which was
completed on June 27, 2008, the company was unable to file its
financial statements with the SEC in a timely manner.  The
company intends to "catch up" on those filings with the issuance
of the 2007 10Qsand 10K by the end of October 2008.  The 10K
will include a "Fresh Start" pro-forma balance sheet showing the
impact of the financial restructuring and the elimination of
$1.3 billion of liabilities.  Within 60 days after that, DURA
expects to complete its 2007 statutory filing in relevant
jurisdictions and to file its 2008 first quarter 10Q.  The actual
effect of "Fresh Start" accounting will be reflected in the
company's 2008 second quarter statements, which DURA expects will
be completed approximately 60 days later.  Given this process of
"catch up", the company believes it will be on a timely reporting
schedule for its 2009 second quarter.

                       About DURA Automotive

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an
independent          
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.   On June 27, 2008, the Debtors emerged from
Chapter 11 bankruptcy protection.


EDUCATION RESOURCES: Wants to Extend Plan Filing Until February 2
-----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, The
Education Resources Institute Inc., asks the U.S. Bankruptcy
Court for the District of Massachusetts to further extend its
exclusive period during which it may file a plan of reorganization
until Feb. 2, 2009, and the exclusive period during which it may
solicit acceptances of that plan until April 3, 2009.

Currently, the Debtor's exclusive plan filing period expires on
Dec. 3, 2008, and exclusive solicitation period expires on
Feb. 3, 2008.

Gina Lynn Martin, Esq., at Goodwin Procter LLP, in Boston,
Massachusetts, tells the Court the Debtor has satisfied each of
the milestones provided in the stipulation the Debtor entered
into with the Official Committee of Unsecured Creditors on
July 24, 2008.  Pursuant to the terms of the Exclusivity
Stipulation, the Debtor was required to, among other things:

   * provide the Creditors' Committee advisors with a claims
     analysis of the "Trusts," "make and wait" and "make and
     hold" lenders;

   * submit a motion seeking global modifications of the "Program
     Documents' to permit lenders to collect their postpetition
     defaulted or delinquent student loans;

   * provide the Creditors' Committee with a liquidation
     analysis;

   * provide the Creditors' Committee with a preliminary and
     final business plan; and

   * hold a meeting to discuss a potential consensual plan or
     other exit strategies on or before October 8, 2008.

However, Ms. Martin contends that there are still significant
unresolved issues that must be addressed before the Debtor can
implement its business plan and submit a plan of reorganization.

Most significantly, Ms. Martin relates that the Debtor is
preparing its claims analysis for each of the Debtor's creditors.  
These analyses, she says, demonstrate that certain "make and
wait" lenders and securitization trusts are oversecured, certain
lenders and trusts have possible defects with respect to the
grant, scope or perfection of their security interests and some
may face issues from the application of Section 552 of the
Bankruptcy Code.  

The Debtor has also filed motions to reject agreements, including
the rejection of its largest "make and hold" lender, Wachovia
Bank of Delaware, N.A., as well as RBS Citizens, N.A., Corus Bank
and Rhode Island Student Loan Authority.  

The Debtor believes that the most efficient method by which to
formulate its plan of reorganization is to settle the disputes
with the trusts and the larger "make and wait" lenders, bringing
additional money into the estate and limiting the number of
contingencies that need to be resolved pursuant to a plan.

The Debtor, according to Ms. Martin, needs additional time to:

   (a) continue evaluation and negotiation with those lenders
       that ostensibly have security interests in liquid assets
       to determine if the lenders are over-secured or under-
       secured, with a view to arriving at a resolution that
       realizes value for the estate or minimizes guaranty claims
       by those lenders;

   (b) evaluate both the security interests and collateral held
       by the securitization trusts and the value of the Debtor's
       residual interest in those trusts, with a view to arriving
       at a resolution that minimizes guaranty claims by those
       lenders, that captures the value of any excess collateral
       and of the residual interests and that resolves disputes
       concerning security interests; and

   (c) formulate a plan of reorganization based the resolution
       with the larger secured lenders and the trusts integrated
       with the business plan provided to the Committee on
       September 29, 2008.

Ms. Martin says the Debtor has made significant progress in its
reorganization efforts and its negotiations with The First
Marblehead Corporation has succeeded in reducing the costs and
enabling a transition to taking the FMC services in-house at
reduced expense.  The transition with FMC was completed on
September 29, 2008, and the Debtor is now operating as a
independent entity and has been essentially cash-flow neutral
since July.

An extension of the Debtor's exclusive periods is justified by
its progress in resolving issues facing its creditors and
estates, Ms. Martin asserts.  "The Debtor is in the process of
negotiating with several other large lenders and is hopeful that
satisfactory settlements can be reached with them," she adds.

Ms. Martin further asserts that the Debtor does not seek unfair
leverage.  Rather, the Debtor has reached out to the Committee to
determine if the parties can reach a consensual arrangement
regarding exclusivity but has been unable to reach an agreement.

            About The Education Resources Institute Inc.

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

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

(TERI Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


ESPRE SOLUTIONS: Restates Figures for Third Quarter Ended June 30
-----------------------------------------------------------------
ESPRE Solutions Inc. disclosed in a Securities and Exchange
Commission filing that it filed an amendment to its quarterly
report on Form 10-QSB/A for the quarterly period ended June 30,
2008, to restate its consolidated financial statements for the
quarterly periods ended June 30, 2008.

The Company has restated its consolidated balance sheet as of
June 30, 2008, its consolidated statement of stockholders' deficit
equity for the three and nine months ended June 30, 2008, and its
consolidated statements of operations and cash flows for the three
and nine months ended June 30, 2008 to correct its accounting for
its stock based compensation related to employee stock options.

Espre Solutions Inc.'s restated consolidated balance sheet at
June 30, 2008, showed $1,416,114 in total assets, $1,332,845 in
total liabilities, and $959,334 in minority interest, resulting in
a $876,065 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $806,157 in total current assets
available to pay $1,332,845 in total current liabilities.

The company reported a net loss of $2,992,389 on total revenue of
$1,001,540 for the third quarter ended June 30, 2008, compared
with a net loss of $4,575,091 on total revenue of $263,156 in the
same period ended June 30, 2007.

Full-text copies of the company's restated consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?33d1

                          Going Concern

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

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

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

                    About Espre Solutions Inc.

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


ETTIE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Ettie Properties LLC
        64 Colombia Avenue
        Cedarhurst, NY 11516

Bankruptcy Case No.: 08-75684

Chapter 11 Petition Date: October 13, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Glenn A. Reichelscheimer, Esq.
                  greichelscheimer@ix.netcom.com
                  98-87 Queens Boulevard
                  Rego Park, NY 11374
                  Tel: (718) 459-5870
                  Fax: (718) 459-1593

Total Assets: $3,550,000

Total Debts: $2,590,000

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


FIRST NATIONAL: Moody's Rates $12MM Class D Notes at 'Ba2'
----------------------------------------------------------
Moody's Investors Service has assigned ratings to three classes of
First National Master Note Trust, VFN Series 2008-2 asset-backed
notes.  The notes are backed by a certificate interest issued by
First Bankcard Master Credit Card Trust to the issuer, which in
turn is backed by a pool of receivables generated by First
National Bank of Omaha Visa and MasterCard credit card accounts.

The complete rating action is as:

Issuer: First National Master Note Trust

  -- Up to $48,000,000 Class B Asset Backed Notes, VFN Series
     2008-2, rated A2

  -- Up to $46,500,000 Class C Asset Backed Notes, VFN Series
     2008-2, rated Baa2

  -- Up to $12,000,000 Class D Asset Backed Notes, VFN Series
     2008-2, rated Ba2

The ratings are based on the quality of the trust assets, the
transaction's legal and structural protections, including early
amortization triggers and credit enhancement in the form of
subordination and, in the case of the Class C and Class D notes,
an excess spread account, and the expertise of FNBO as originator
of the accounts and servicer of the receivables.

FNBO is one of the first institutions to enter the credit card
market, having issued its first credit cards in 1953.  FNBO has a
long-term bank deposit rating of A3, a short-term deposit rating
of P-2, and a bank financial strength rating of C.


FOAMEX INTERNATIONAL: Appoints Domenic N. Golato as Interim CFO
---------------------------------------------------------------
Foamex International, Inc., disclosed that Domenic N. Golato has
been named interim chief financial officer, effective immediately.
Mr. Golato will report to Jack Johnson, president and chief
executive officer of Foamex.  Foamex has engaged worldwide
executive search firm Heidrick & Struggles to assist in its
search for a permanent chief financial officer.

The company also stated that Robert M. Larney, executive vice
president and chief financial officer, has resigned from the
company to pursue an opportunity in another industry.

"We are pleased to have [Mr. Golato] join us in this capacity,"
Mr. Johnson stated.  "[Mr. Golato] is a seasoned financial
executive whose broad-based finance, accounting, administration,
and strategic planning experience will be extremely beneficial
as we continue to focus on our goals of increasing free cash
flow generation and improving operating efficiencies."

Mr. Golato, 53, was chief financial officer of WPT, Inc., a
privately held company engaged in the development of software and
hardware for power quality products.  From 2000 to 2004,
Mr. Golato was senior vice president and chief financial officer
of IGI Industries, Inc., now IGI, Inc., where he had
responsibility for all finance, treasury, accounting, and
information technology functions.  Prior to his experience with
IGI, Mr. Golato held various senior level finance positions with
increasing responsibility at several companies, including IVC
Industries, Inc., RF Power Products, Inc. and Silo Inc.

Mr. Golato began his career in public accounting at Coopers &
Lybrand.  Mr. Golato is a Certified Public Accountant and
received a B.S. in accounting and a M.S. in taxation from
Villanova University.

In addition, the company reported that it expects Foamex L.P.,
the company's operating subsidiary, to achieve the requisite
level of Consolidated EBITDA, as defined in Foamex L.P.'s credit
agreements, as amended, to be in compliance with its financial
covenants for the test period ended Sept. 28, 2008.  Total debt as
of Sept. 28, 2008, was below $380 million.

                  About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for         
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

At June 29, 2008, the company's balance sheet showed total assets
of $362.8 million and total liabilities of $618.4 million,
resulting in a shareholders' deficit of $255.6 million.


FRANKLIN AUTO: Moody's Cuts Ratings on Four Loan Tranches
---------------------------------------------------------
Moody's has taken rating actions on four tranches from three
vehicle loan transactions issued in 2006 and 2007.  The
transactions include two Franklin Auto Trust transactions and a
DaimlerChrysler Auto Trust transaction.  In all cases the
decisions were prompted by current low enhancement levels relative
to Moody's updated expected loss projections.

The Class C in the DaimlerChrysler Auto Trust 2007-A transaction,
which was placed on review for possible downgrade on June 16,
2008, is being downgraded and remains on review for possible
further downgrade given the continued uncertainty on the ultimate
level of losses on the loans underlying the transaction.

Complete rating actions are:

Issuer: DaimlerChrysler Auto Trust 2007-A

  -- Cl. B, Placed on Review for Possible Downgrade, currently A2
  -- Cl. C, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Franklin Auto Trust 2006-1

  -- Cl. C, Confirmed at Baa2

Issuer: Franklin Auto Trust 2007-1

  -- Cl. C, Downgraded to Ba2 from Baa2


FRED LEIGHTON: Court Orders Details on Merrill's Collateral Shown
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Southern District of New York ordered Fred Leighton
Holding, Inc., and its debtor-affiliates to produce all documents
relating to the collateral of secured creditor Merrill Lynch & Co.
and to turn over an accounting showing the cost of each item, its
currently appraised value, and the disposition of the sale price
if it was sold.

                       About Fred Leighton

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is    
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Committee's counsels are
Michael Z. Brownstein, Esq., and Rocco A. Cavaliere, Esq., at
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


FRENCH LICK: S&P Changes 'D' Rated Bonds Recovery Rating to '5'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
French Lick Resorts & Casino LLC's first mortgage bonds to '5',
indicating that lenders can expect modest recovery in the event of
a payment default, from '3'.  The issue-level rating on these
bonds is 'D'.

The revised recovery rating reflects French Lick's continued poor
operating performance, with minimal prospect of improvement due to
its unfavorable location and to newly opened gaming competitors in
Indianapolis, Indiana.

The bonds are secured by a pledge of ownership interests and
capital stock of the company and certain of its direct and
indirect subsidiaries and other controlled entities, and a first-
priority lien on substantially all of French Lick's assets other
than furniture, fixtures, and equipment, which secure the
company's unrated revolving line of credit on a first-priority
basis.

In April, French Lick Resorts & Casino LLC repurchased about $128
million, or about 47%, of its first mortgage bonds in a tender
offer.  The notes were purchased at a discount to par of $780 per
$1,000 principal amount, plus a tender premium of $20.  While a
payment default did not occur relative to the legal provisions of
the notes, Standard & Poor's considers a default to have occurred
when a payment related to an obligation is not made in accordance
with the original terms and the nonpayment is a function of the
borrower being under financial distress.



GAINEY CORPORATION: Files for Chapter 11 Bankruptcy in Michigan
---------------------------------------------------------------
Gainey Corporation together with six of its affiliates filed a
voluntary petition under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Western District of
Michigan.

The Chapter 11 filing came after a lawsuit filed by Wachovia Bank,
NA, in late September 2008, according to wzzm13.com.

In conjunction with the Chapter 11 filing, the company is asking
the Court for authority to use cash collateral securing repayment
of the secured loan to Wachovia Bank.  The proceeds of the cash
collateral will be used to maintain business operations until
Oct. 22, 2008.

A hearing is set today at 2:00 p.m., at One Division N., Suite 200
in Grand Rapids, Michigan, to consider the company's request.

Before it filed for bankruptcy, the company entered into a
secured loan facility agreement dated April 20, 2006, as amended,
with Wachovia Bank, as administrative agent, to provide up to
$260,000,000 in revolving and term loan facilities for use as
working capital.  The company granted to Wachovia Bank a security
interest in all of its assets.

The company said that the total amount outstanding under the
credit facility is about $230,000,000 including accrued interest,
as of its bankruptcy filing.

The company listed assets of between $50 million and $100 million,
and debts of between $100 million and $500 million in its filing.
The company's list of largest unsecured creditors includes (i)
Wachovia Bank, NA, owed in an amount yet to be determined; (ii)
American Trucking Association owed $24,428; (iii) Moody's
Investors Services owed $15,000; and Varnum Riddering Schmidt &
Howlett owed $6,500.

Daniel F. Gosch, Esq., and John T. Schuring, Esq., at Dicksinson
Wright PLLC, represent the company.

"...The nation's financial crisis has compelled our lenders,
including Wachovia Bank, to make ill-advised decisions based on
their own cash constraints.  Those constraints have placed Gainey
Corporation and its operating companies in a very difficult
situation," said Harvey Gainey, chief executive officer of the
company.

"Our exhaustive efforts to negotiate a constructive agreement with
our lending group have been met with a series of increasingly
aggressive actions by these lenders.

"Faced with recent actions by Wachovia Bank, the Company has
decided that the only reasonable course that will allow us to
serve our customers and preserve jobs is a Chapter 11
reorganization filing.  Our sound business fundamentals -- which
include positive cash flow and operating income -- will continue
to ensure our uninterrupted operations, including paying all
suppliers, delivering all freight and meeting our payroll," Mr.
Gainey continued."

The company submitted to the Court a cash collateral budget.  A
full-text copy of the budget is available for free at:

               http://ResearchArchives.com/t/s?33d9

Headquartered in Grand Rapids, Michigan, Gainey Corporation --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the United States and parts of Canada.  The company
has 5,000 trucks and trailers, and employs more than 2,3000
workers including 1,900 truck drivers.


GAINEY CORPORATION: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gainey Corporation
        6000 Clay Avenue, SW
        Grand Rapids, MI 49548  

Bankruptcy Case No.: 08-09092

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Gainey Corporation                                 08-09092
Gainey Transportation Services, Inc.               08-09094
Lester Coggins Trucking, Inc.                      08-09095
Super Service, Inc.                                08-09096
Gainey Insurance Services, Inc.                    08-09097
Freight Brokers of America, Inc.                   08-09109

Type of Business: The Debtor provides trucking and freight-
                  services in the United States and parts of
                  Canada.  The company has 5,000 trucks and
                  trailers, and employs more than 2,3000 workers
                  including 1,900 truck drivers.
                  See: http://www.gaineycorp.com/

Chapter 11 Petition Date: October 14, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Daniel F. Gosch, Esq.
                  DFG2@dickinsonwright.com
                  John T. Schuring
                  JSchuring@dickinsonwright.com
                  Dickinson Wright, PLLC
                  200 Ottawa Ave., NW, Suite 200
                  Grand Rapids, MI 49503
                  Tel: (616) 458-1300
                       (616) 336-1023

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
American Trucking Association  accounts payable  $24,428
950 North Globe Rd., Ste. 210
Arlington, VA 22203-4181
Tel: (888) 333-1759

Moody's Investors Service      accounts payable  $15,000
P.O. Box 102597
Atlanta, GA 30368-0597
Tel: (212) 553-0590

Varnum Riddering Schmidt       accounts payable  $6,500
& Howlett
P.O. Box 352
Grand Rapids, MI 1700
Tel: (616) 336-6000

Wachovia Bank, NA              bank loan         unknown
Charlotte Plaza, CP-8
201 South College Street
Charlotte, NC 28288-0680
Tel: (704) 347-2698


GENERAL MOTORS: S&P Holds 'B-' Credit Rating Under Neg. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
automaker General Motors Corp., including the 'B-' long-term
corporate credit rating, and ratings on GM's 49%-owned finance
affiliate GMAC LLC, including the 'B-' long-term counterparty
credit rating, remain on CreditWatch, where they were placed with
negative implications on Oct. 9, 2008.

Since the CreditWatch placement, various published reports have
discussed talks being held about a merger or partnership between
GM and Chrysler LLC (CCC+/Negative/--), a privately held U.S.
automaker. Nissan Motor Co. Ltd. (BBB+/Stable/A-2) and Renault
S.A. (BBB+/Negative/A-2)--foreign automakers with a successful
existing alliance--have also been reported to be talking with
Chrysler.

"The CreditWatch placement is not immediately affected by the
possibility of a GM-Chrysler combination or alliance, despite the
potential cost savings, but also massive execution risks, that we
anticipate would result from such a transaction," said Standard &
Poor's credit analyst Robert Schulz.  S&P's most serious concerns
regarding GM are more immediate: the pressure on GM's liquidity
during 2009 from the rapidly weakening state of most global
automotive markets and the constrained state of the capital
markets.  Regarding other challenges, GM continues to reduce its
cost base and focus on shifting its product mix to meet the
rapidly shifting consumer preferences for more fuel-efficient
vehicles.

"We would be skeptical that a GM-Chrysler transaction could easily
address our primary concern by resulting in a substantial increase
of current liquidity for the parties involved," said Mr. Schulz.

In addition, S&P believes that the auto financing units of GM
(through GMAC) and Chrysler (through DaimlerChrysler Financial
Services Americas LLC; CCC+/Negative/--) continue to face
challenges in their role of providing competitive financing for
retail consumers and dealers.  S&P expects any potential
transaction would also need to address the finance operations of
the companies involved.

S&P believes GM has adequate liquidity for at least the rest of
2008, as measured by cash balances and available bank facilities,
but the accelerating deterioration in industry fundamentals will
be a serious challenge to liquidity during 2009.  The ratings on
GMAC unit Residential Capital, LLC (CCC+/Negative/C) were not
placed on CreditWatch on Oct 9, and this remains unchanged.


GENOIL INC: Halsey Advisory Discloses 11% Equity Stake
------------------------------------------------------
Halsey Advisory & Management, LLC, disclosed in a Securities and
Exchange Commission filing that it may be deemed to beneficially
own 24,804,727 shares of Genoil Inc.'s common stock, representing
11% of the shares issued and outstanding.

Tyson Halsey, as managing memeber of Halsey advisory, disclosed
that he may be deemed to beneficially own 781,000 shares of the
company's common stock, representing 0.34% of the shares issued
and outstanding.

                        About Genoil Inc.

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

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

                       Going Concern Doubt

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

Genoil Inc. reported a net loss of C$1,133,718, on revenues of
C$13,932, for the first quarter ended June 30, 2008, compared
with a net loss of C$4,315,637, on zero revenues, in the same
period in 2007.

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

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

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


GMAC LLC: Mortgage & Auto-Lending Unit Funding Limited
------------------------------------------------------
David Mildenberg and Greg Bensinger at Bloomberg News report that
GMAC LLC's CEO Al de Molina said in an e-mail to workers that the
company has "limited if any access to funding" for its mortgage
and auto-lending units.

Citing Mr. de Molina, Bloomberg says that GMAC may cut auto
lending in some international markets and that it is considering
"strategic initiatives."  The report states that Mr. de Molina
said, "We've pursued a 'self-help' approach that on some days is
akin to hand-to-hand combat."

According to Bloomberg, Mr. de Molina said that GMAC's Residential
Capital LLC unit is "perhaps the most challenged operation."  
Bloomberg states that ResCap has reported seven consecutive money-
losing quarters.  Mr. de Molina, according to Bloomberg, said that
ResCap's CEO Thomas Marano is working on a "three-prong" approach
to resuscitate the business, including:

     -- work on revenue-generating strategies for the
        marketplace, and

     --improving communication among workers.

Bloomberg relates that GMAC said that it is restricting auto
lending to buyers with credit scores of at least 700, who are
about 58% of U.S. consumers.  According to the report, declining
auto sales and record foreclosures have resulted in $5.4 billion
in losses at GMAC over the past year and led credit agencies to
downgrade the debt to junk.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General
Motors            
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

                        About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit  
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors           
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.


GOE LIMA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: GOE Lima, LLC
        aka GO Ethanol
        2485 Houx Parkway
        Lima, OH 45804

Bankruptcy Case No.: 08-35508

Type of Business: The Debtor operates an ethanol production
                  facility in Ohio.
                  See: http://www.go-ethanol.com/

Chapter 11 Petition Date: October 14, 2008

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Timothy J. Hurley, Esq.
                  hurley@taftlaw.com
                  Taft, Stettinius & Hollister LLP
                  425 Walnut Street, Suite 1800
                  Cincinnati, OH 45202-3957
                  Tel: (513) 381-2838

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Gem, Inc.                      trade debt        $2,161,564
6842 Commodore Drive
Walbridge, OH 43465

BP Canada                      trade debt        $1,578,285
28301 Ferry Road
Warrenvile, IL 60555

Center Line Electric           trade debt        $870,341
26554 Lawrence
Center Line, MI 48015

Nedra Corporation              trade debt        $707,301
8291 Road 21
Payne, OH

Benchmark Design USA           trade debt        $612,621
2155 N. McMullen Booth
Clearwater, Fl 33759

SSOE Inc. Architects           trade debt        $563,469
1001 Madison Avenue
Toledo, OH 43604-1585

PVS Nolwood Chemical Inc.      trade debt        $457,389
5639 Paysphere Circle
Chicago, IL 60674

American Electric Power        trade debt        $388,921
P.O. Box 24401
Canton, OH 44701-4401

Eagle Comsir & Envir Service   trade debt        $295,505
P.O. Box 872
Eastland, TX 76448-0872

FGDI                           trade debt        $294,583
19901 N. Dixie Hwy., Suite B
Bowling Green, OH 43402

Novozymes North America        trade debt        $240,152

Farmers Commission Co.         trade debt        $230,400

Lippincolt-Ace Electric        trade debt        $197,861

Ottawa Oil Co.                 trade debt        $190,846

City of Lima - Utilities       trade debt        $190,546

Process Plus, LLC              trade debt        $169,428

Alberici Constructors Inc.     trade debt        $149,476

Pump Pros                      trade debt        $144,002

Brand scatfold R&EP, Inc.      trade debt        $100,517

Industrial Boiler & Mechanical trade debt        $76,579


HELLER EHRMAN: Dissolution Plan Shows Firm Can Avoid Bankruptcy
---------------------------------------------------------------
The Recorder reports that a leaked copy of Heller Ehrman LP's
dissolution plan indicates that the company can avoid bankruptcy
if it can collect unpaid bills and liquidate assets.

As reported in the Troubled Company Reporter on Sept. 26, 2008,
Heller Ehrman plans to dissolve.

Niraj Chokshi at Legalweek.com relates that the plan shows that
Heller Ehrman has $258 million in assets and $72 in liabilities --
three-quarters debts to Bank of America and Citibank, about
$45.8 million as of Sept. 24, 2008.  According to Legalweek.com,
the plan predicts a 90% success rate in collecting on $174 million
in accounts receivable and work in progress billed in the last 120
days, and expects to collect half of older work.  The report says
that about two-thirds, or almost $104 million, of Heller Ehrman's
assets are in accounts receivable, and work-in-process, almost
$71 million.  

"If it goes well and they are taking the right steps to do this,
they may be able to avoid bankruptcy," Legalweek.com quoted Scott
Bovitz, Esq., a bankruptcy lawyer with Bovitz & Spitzer, as
saying.

According to Legalweek.com, Mr. Bovitz isn't involved in Heller
Ehrman's dissolution but he read the dissolution plan leaked last
week to The Recorder and other media outlets.

Legalweek.com states that the plan could have been written after
Sept. 26, but may not be the latest draft.  Legalweek.com relates
that the plan revealed that four members of Heller Ehrman's
dissolution committee -- Peter Benvenutti, Jonathan Hayden, Lynn
Loacker and Paul Sugarman -- are being compensated at $450 per
hour for winding down the company.

The dissolution plan, Legalweek.com reports, gives the committee
the power to file for Chapter 7 or Chapter 11 bankruptcy on behalf
of Heller Ehrman, and names chief operating officer Brad Scott as
manager and chief financial officer Richard Holdrup as deputy
manager.  According to the report, the plan lists dozens of
unsecured creditors, the top five of which are owed more than
$100,000.  The report states that business process outsourcing
company Williams Lea is owed $2 million.

Mr. Bovitz said that Heller Ehrman is solvent on paper, but could
still go bankrupt, Legalweek.com relates.  According to the
report, three creditors who are owed a total of more than $13,475
can file an involuntary bankruptcy petition.

Legalweek.com states that once a company enters dissolution mode,
it gets harder to recover the full value of bills, equipment, and
furniture.  Heller Ehrman, says the report, doesn't have to
recover the full value of every asset, with assets listed at
$186 million more than its liabilities.  "There is a lot of
cushion," the report quoted Mr. Bovitz as saying.

                      About Heller Ehrman

Heller Ehrman LLP -- http://www.hewm.com/-- with 650 attorneys    
and professionals in the United States, Europe and Asia, offers
full range of litigation, business and intellectual property
services.


HEXION SPECIALTY: Apollo Management to Inject $540 Million
----------------------------------------------------------
Hexion Specialty Chemicals, Inc., disclosed in a Securities and
Exchange Commission filing that affiliates of Apollo Management
L.P. have agreed to make a capital contribution of $540 million to
the company to assist it in closing the merger with Huntsman
Corporation.  

The Company also disclosed that Apollo Management will waive its
contractual rights to a transaction fee in connection with the
Huntsman merger and suspend for three years its ongoing monitoring
fees from the Company.  Apollo's fee waivers and equity commitment
are conditioned upon the consummation of the Huntsman merger.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting            
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.


HEXION SPECIALTY: Unveils Tender Offers for Outstanding Notes
-------------------------------------------------------------
Hexion Specialty Chemicals, Inc. disclosed in a Securities and
Exchange Commission filing that Nimbus Merger Sub Inc., a wholly
owned subsidiary of Hexion, is offering to purchase for cash:

   -- any and all of the outstanding $200,000,000 principal amount
      of Second-Priority Senior Secured Floating Rate Notes due
      2014 (CUSIP No. 428303AG6); and

   -- any and all of the outstanding $625,000,000 principal amount
      of 9-3/4% Second-Priority Senior Secured Notes due 2014
      (CUSIP No. 428303AH6)

issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, in each case on the terms and subject to the
conditions set in the Offer to Purchase and Consent Solicitation
Statement dated Oct. 8, 2008 and the accompanying Letter of
Transmittal and Consent.

Hexion also disclosed that Nimbus is offering to purchase for
cash:

   -- any and all of the outstanding $296,010,000 principal amount
      of 11-5/8% Senior Secured Notes due 2010 (CUSIP No.
      44701RAE0);

   -- any and all of the outstanding $198,000,000 principal amount
      of 11-1/2% Senior Notes due 2012 (CUSIP No. 44701RAG5)

   -- any and all of the outstanding $175,000,000 principal amount
      of 7-3/8% Senior Subordinated Notes due 2015 (CUSIP No.
      44701QAK8),

   -- any and all of the outstanding EUR135,000,000 principal
      amount of 7 1/2% Senior Subordinated Notes due 2015
      (CUSIP No. 44701QAL6);

   -- any and all of the outstanding $347,000,000 principal amount
      of 7-7/8% Subordinated Notes due 2014 (CUSIP No. 44701QAP7);
      and

   -- any and all of the outstanding EUR400,000,000 principal
      amount of 6-7/8% Subordinated Notes due 2013,

in each case issued by Huntsman International LLC, on the terms
and subject to the conditions set forth in an Offer to Purchase
and Consent Solicitation Statement dated Oct. 8, 2008 and the
accompanying Letter of Transmittal and Consent.  Nimbus is also
soliciting consents to eliminate most of the restrictive covenants
and the liens, as applicable, in the indentures under which the
Hexion Notes and the Huntsman Notes were issued.

The tender offers are subject to the conditions set in the Offer
Documents including:

   -- the consummation of Hexion's proposed acquisition of
      Huntsman Corporation and the related financing transactions;
      and

   -- the receipt of consents of the noteholders representing a
      majority in aggregate principal amount of the Notes issued
      under each indenture.

The release of liens under the indentures will require the
consents of noteholders representing:

   -- in the case of the Hexion Notes, two-thirds in aggregate
      principal amount of such Notes; and

   -- in the case of the Huntsman 11 5/8% Notes, 100% in aggregate
      principal amount of such Notes.

The total consideration for the Floating Rate Notes tendered and
accepted for purchase pursuant to the tender offer will be
determined as specified in the Hexion Offer Documents, on the
basis of a yield to the earliest optional redemption date under
the applicable indenture equal to the sum of:

   -- the yield (based on the bid side price) of the 4.75% U.S.
      Treasury Note due Nov. 15, 2008, as calculated by
      Oppenheimer & Co. Inc., in accordance with standard market
      practice on the Price Determination Date, plus

   -- a fixed spread of 50 basis points.

The total consideration for the 9-3/4% Notes tendered and accepted
for purchase pursuant to the tender offer will be determined as
specified in the Hexion Offer Documents, on the basis of a yield
to the earliest optional redemption date under the applicable
indenture equal to the sum of:

   -- the yield (based on the bid side price) of the 4.5% U.S.
      Treasury Note due November 15, 2010, as calculated by
      Oppenheimer & Co. Inc., in accordance with standard market
      practice on the Price Determination Date, plus

   -- a fixed spread of 50 basis points.

The total consideration for each $1,000 in principal amount of the
Huntsman 11 5/8 Notes will be $1,034.06.  The total consideration
for each $1,000 in principal amount of the Huntsman 11-1/2% Notes
will be $1,062.50.  

The total consideration for the Huntsman 7-3/8% Notes tendered and
accepted for purchase pursuant to the tender offer will be
determined as specified in the Huntsman Offer Documents, on the
basis of a yield to the earliest optional redemption date under
the applicable indenture equal to the sum of:

   -- the yield (based on the bid side price) of the 3.25% U.S.
      Treasury Note due Dec. 31, 2009, as calculated by
      Oppenheimer & Co. Inc., in accordance with standard
market          
      practice on the Price Determination Date, plus

   -- a fixed spread of 50 basis points.

The total consideration for the Huntsman 7-1/2% Notes tendered and
accepted for purchase pursuant to the tender offer will be
determined as specified in the Huntsman Offer Documents, on the
basis of a yield to the earliest optional redemption date under
the applicable indenture equal to the sum of:

   -- the yield (based on the bid side price) of the 5.375% German
      Bundes Obligationen due Jan. 4, 2010, as calculated by
      Oppenheimer & Co. Inc., in accordance with standard market
      practice on the Price Determination Date, plus

   -- a fixed spread of 50 basis points.

The total consideration for the Huntsman 7-7/8% Notes tendered and
accepted for purchase pursuant to the tender offer will be
determined as specified in the Huntsman Offer Documents, on the
basis of a yield to the earliest optional redemption date under
the applicable indenture equal to the sum of:

   -- the yield (based on the bid side price) of the 4.5% U.S.
      Treasury Note due Nov. 15, 2010, as calculated by
      Oppenheimer & Co. Inc., in accordance with standard market   
      practice on the Price Determination Date, plus

   -- a fixed spread of 50 basis points.

The total consideration for the Huntsman 6-7/8% Notes tendered and
accepted for purchase pursuant to the tender offer will be
determined as specified in the Huntsman Offer Documents, on the
basis of a yield to the earliest optional redemption date under
the applicable indenture equal to the sum of:

   -- the yield (based on the bid side price) of the 5.375% German
      Bundes Obligationen due Jan. 4, 2010, as calculated by
      Oppenheimer & Co. Inc., in accordance with standard market
      practice on the Price Determination Date, plus

   -- a fixed spread of 50 basis points.

Nimbus will pay accrued and unpaid interest up to, but not
including, the applicable payment date.

Each holder who validly tenders its Notes and delivers consents on
or prior to Oct. 22, 2008 shall be entitled to a consent payment,
which is included in the total consideration above, of $15 for
each $1,000 in principal amount of Notes (or, in the case of the 7
1/2% Notes and the 6 7/8% Notes, EUR15 for each EUR1,000 in
principal amount of such Notes) tendered by such holder if such
Notes are accepted for purchase pursuant to the tender offers.

Holders who tender after the Consent Date, but prior to the
Expiration Date, shall receive the total consideration minus the
consent payment.  Holders who tender Notes are required to consent
to the proposed amendments to the indentures and, where
applicable, the related collateral agreements.

The tender offers and consent solicitations will expire at
midnight, New York City time, on Nov. 5, 2008, unless extended or
earlier terminated by Nimbus.

Tenders of Notes prior to the Consent Date may be validly
withdrawn and consents may be validly revoked at any time prior to
Oct. 22, 2008, but not thereafter unless the tender offers and the
consent solicitations are terminated without any Notes being
purchased. Nimbus reserves the right to terminate, withdraw or
amend the tender offers and consent solicitations at any time
subject to applicable law.

Nimbus expects to pay for any Notes purchased pursuant to the
tender offers and consent solicitations on a date promptly
following the expiration of its tender offer.  In addition, Nimbus
may accept and pay for any Notes at any time after the Consent
Date, in its sole discretion.

Hexion expects that its 9-2/10% debentures due 2021, 7-7/8%
debentures due 2023 and 8-3/8% sinking fund debentures due 2016
will remain outstanding following its proposed acquisition of
Huntsman Corporation.

Nimbus has retained Oppenheimer & Co. Inc., to act as Dealer
Manager in connection with the tender offers and consent
solicitations.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting            
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.


INTERSTATE BAKERIES: Posts $37MM Net Loss in Quarter Ended Aug. 23
------------------------------------------------------------------
                  INTERSTATE BAKERIES CORPORATION
          Unaudited Condensed Consolidated Balance Sheets
                       As of August 23, 2008

ASSETS
Current
Assets:                                                          
   Cash                                              $22,655,000
   Restricted Cash                                    21,078,000
   Accounts receivable                               133,540,000
   Inventories                                        62,660,000
   Assets held for sale                               15,065,000
   Other current assets                               42,797,000
                                                   -------------
Total current assets                                 297,795,000

Property and equipment, net                          454,986,000
Intangible assets                                    158,271,000
Other assets                                          23,762,000
                                                   -------------
Total Assets                                        $934,814,000
                                                   =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities not subject to compromise
   Current Liabilities
     Prepetition Debt                                  2,575,000
     Postpetition Debt                                88,864,000
     Accounts payable                                 89,996,000
     Accrued expenses                                209,687,000
                                                   -------------
Total current liabilities                            391,122,000

Other liabilities                                    221,811,000

Deferred income taxes                                 69,456,000
                                                   -------------
Total liabilities not subject to compromise          682,389,000

Liabilities Subject to Compromise                    752,643,000

Stockholders' deficit
   Preferred stock, $0.01 par value,
    1,000,000 shares authorized, none issued                   0
   Common stock, $0.01 par value,
    120,000,000 shares authorized,
    81,579,000 shares issued, and
    45,202,000 shares outstanding                        816,000
   Additional paid-in capital                        584,485,000
   Accumulated deficit                              (439,904,000)
   Treasury stock, 36,377,000 shares at cost        (678,740,000)
   Accumulated other comprehensive income             33,125,000
                                                   -------------
Total stockholders' deficit                         (500,218,000)
                                                   -------------
Total liabilities and stockholders' deficit         $934,814,000
                                                   =============

                  INTERSTATE BAKERIES CORPORATION
     Unaudited Condensed Statement of Consolidated Operations
                  Twelve Weeks Ended August 23, 2008

Net revenues                                        $658,709,000

Cost of products sold, exclusive of items below      356,063,000
Selling, delivery and administrative expenses        310,931,000
Restructuring (credits) charges                       (4,401,000)
Depreciation and amortization                         13,675,000
Loss on sale or abandonment of assets                    302,000
Property and equipment impairment                              0
                                                   -------------
                                                     676,570,000
                                                   -------------
Operating Loss                                       (17,861,000)

Other (income) expense
   Interest expense, excluding unrecorded
      contractual interest expense                    13,458,000
   Reorganization charges, net                         6,026,000
   Other (income) expense                                (47,000)
                                                   -------------
                                                      19,437,000

Loss before income taxes                             (37,298,000)
Provision (benefit) for income taxes                    (432,000)
                                                   --------------
NET LOSS                                            ($36,866,000)
                                                   =============


                  INTERSTATE BAKERIES CORPORATION
      Unaudited Condensed Statement of Consolidated Cash Flows
                Twelve Weeks Ended August 23, 2008

Operating Activities:
   Net loss                                         ($36,866,000)
   Depreciation and amortization                      13,675,000
   Provision (benefit) for deferred income taxes         561,000
   Reorganization charges, net                         6,026,000
   Cash reorganization items                          (5,516,000)
   Non-cash bankruptcy-related charges                    (3,000)
   Non-cash interest expense -- deferred debt fees     4,658,000
   Non-cash restricted stock compensation
    (benefit) expense                                          0
   (Gain) loss on sale, write-down or
      abandonment of assets                           (4,678,000)
   Change in operating assets and liabilities:
     Accounts receivable                               3,087,000
     Inventories                                        (823,000)
     Other current assets                                618,000
     Accounts payable and accrued expenses           (14,562,000)
     Long-term portion of self-insurance reserves
735,000                 
     Other                                               126,000
                                                   -------------
Net cash used in operating activities                (32,962,000)

Investing Activities:
   Purchases of property and equipment                (3,501,000)
   Proceeds from sale of assets                        7,551,000
   Restricted cash deposit                                     0
   Acquisition and development of software assets              0
   Other                                                       0
                                                   -------------
Net cash provided by investing activities              4,050,000

Financing Activities:
   Reduction of long-term debt                          (184,000)
   Increase in prepetition credit facility             1,164,000
   Reduction of postpetition debt                     (7,494,000)
   Increase in postpetition debt                      33,000,000
   Debt fees                                              10,000
                                                   -------------
Net cash provided by financing activities             26,496,000
                                                   -------------
Net decrease in cash                                  (2,416,000)

Cash at beginning of period                           25,071,000
                                                   -------------
Cash at end of period                                $22,655,000
                                                   =============

A full-text copy of Interstate Bakeries Corporation's Quarterly
Report ended Aug. 23, 2008, on Form 10-Q is available for free
at http://ResearchArchives.com/t/s?33c6

                         About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on November 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not received any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.  The deadline for
submission of alternative proposals was Jan. 15, 2008.  A new plan
filing deadline was set for June 30, 2008; no plan was filed as of
that date.

(Interstate Bakeries Bankruptcy News, Issue No. 112; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


JEFFERSON COUNTY: Rejects Bankruptcy as Treasury Denies Aid Plea
----------------------------------------------------------------
William Selway of Bloomberg News reports that Jefferson County,
Alabama, commissioners rejected a proposal to file for bankruptcy
in a 3-2 vote, as the U.S. Treasury denied an aid request.  The
Treasury refused to hear the request for help in solving the
county's sewer debt saying it can't use money allocated for the
Wall Street rescue.

"This vote is ill-timed and premature," said Commission President
Bettye Fine Collins, according to the report.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The
Birmingham firm of Bradley Arant Rose & White, represents
Jefferson County.  Porter, White & Co. in Birmingham is the
county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Standard & Poor's Ratings Services lowered its rating three
notches on Jefferson County, Alabama's series 1997A, 2001A, and
2003 B-1-A through series 2003 B-1-E, as well as its series 2003
C-1 through 2003 C-10 sewer system revenue bonds to 'C' from
'CCC'.  At the same time, S&P revised the CreditWatch implications
on the bonds to negative from developing.

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

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


JE LINDSEY: Section 341(a) Meeting Scheduled for Oct. 22
--------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of J.E.
Lindsey, Inc.'s creditors on Nov. 20 2008, at 9:00 a.m., at 128 E
Carrillo St., Santa Barbara, CA 93101.

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

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

San Luis Obispo, California-based J.E. Lindsey, Inc., filed for
Chapter 11 protection on Sept. 15, 2008 (Bankr. C. D. Calif. Case
No. 08-12283).  Vaughn C. Taus, Esq., represents the Debtor in its
restructuring effort.  The Debtor listed assets of $13,919,000 and
debts of $3,847,351.


JOE GIBSON: Court Approves Sale of Auto World Dealership
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
approved the sale of Joe Gibson's Auto World Inc., WYFF News 4,
the NBC television affiliate based in Greenville, South Carolina,
reported Friday.

According to the report, the dealership was sold for a little over
$2 million to Jay Wakefield of Wakefield Buick, Pontiac, GMC.

Joe Gibson's Auto World Inc., also known as Joe Gibson Suzuki,
filed for Chapter 11 bankruptcy in July.

WYFF News 4 reports that the money will not help the hundreds of
people who have filed lawsuits against Joe Gibson.

The report says that according to lawsuits already filed,
customers who purchased vehicles from the dealership say they were
made to believe that their monthly car payments would be as low as
$47, only to find out later that they had to make much higher
payments after a few months.

                        About Joe Gibson's

Joe Gibson's Auto World, Inc. and Joe Gibson Automotive, Inc.
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216).  G. William
McCarthy, Jr., Esq., represents the Debtors in their restructuring
efforts.  When Joe Gibson's Auto World, Inc. filed for protection
from its creditors, it listed assets of between $1,000,0000 and
$10,000,000, and debts of between $10,000,0000 and $50,000,000.


JOHN KRETCHMAR: Section 341(a) Meeting Scheduled for October 20
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of John
Kretchmar's creditors on Oct. 20, 2008, at 1:30 p.m., at 219 South
Dearborn, Room 802, Chicago, Illinois 60604.

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

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

Chicago, Illinois-based John Kretchmar --
http://johnkretchmar.com/-- is a broker.  He filed for Chapter 11  
protection on Sept. 15, 2008 (Bankr. N. D. Ill. Case No.
08-24430).  Chester H. Foster, Jr., Esq., at Foster, Kallen &
Smith assists the Debtor in its restructuring efforts.  The Debtor
listed assets of $50 million to $100 million and debts of
$10 million to $50 million.


JOHNSON BROADCASTING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Johnson Broadcasting, Inc.
        8440 Westpark
        Houston, TX 770063

Bankruptcy Case No.: 08-36583

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Johnson Broadcasting of Dallas, Inc.               08-36585

Type of Business: The Debtors operate a telecommunication
                  business.  The Debtors are owned by Doug
                  Johnson who also filed for bankruptcy in the
                  U.S. Bankruptcy Court for the Southern District
                  of Texas.

Chapter 11 Petition Date: October 13, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: John James Sparacino, Esq.
                  jsparacino@akllp.com
                  Timothy Alvin Davidson, II, Esq.
                  tdavidson@akllp.com
                  Andrews and Kurth
                  600 Travis, Suite 4200
                  Houston, TX 77002
                  Tel: (713) 220-4175
                  Fax: (713) 238-7102

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
USFR                                             $1,082,618
                             
Merrill Lynch Business         Bank Loan         $711,604
Financial Services, Inc.
222 N Lasalle Street
Chicago, IL 60601

Warner Brothers                Trade debt        $235,630
                             
Edwards Koshiw Melton & Co     Trade debt        $185,223

ASCAP                          Trade debt        $153,993

CBS Paramount                  Trade debt        $133,333

AT&T                           Trade debt        $109,300
                               
KHOU-TV                        Trade debt        $99,750
                               
Amgro, Inc.                    Premium Finance   $83,318

Andrews Kurth LLP              Trade debt        $47,095

Synergy Broadcast Group                          $34,997
                             
Smithwck & Belendiuk, P.C      Trade debt        $23,876

Premium Finance Corporation    Premium Finance   $21,363

Bank of Amer Business Card     Credit Card       $20,555

Broadcast Music, Inc.          Trade debt        $19,548

Direct Energy                  Trade debt        $17,402

City of Houston - Mech Sec     Trade debt        $15,766

Munn Reese, Inc.               Trade debt        $13,709

Reliant Energy HL&P            Trade debt        $12,136
                             
Thales Broadcast & Media       Trade debt        $11,864


JOHN WILLIAMS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John Newton Williams, IV
        2613 South Hughes
        Amarillo, TX 79109

Bankruptcy Case No.: 08-20545

Chapter 11 Petition Date: October 12, 2008

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Bill Kinkead, Esq.
                  bkinkead713@hotmail.com
                  Kinkead Law Offices
                  6937 Bell St., Suite G
                  Amarillo, TX 79109
                  Tel: (806) 353-2129
                  Fax: (806) 353-4370

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor did not file a list of 20 largest unsecured creditors.


JOURNAL REGISTER: Appoints John O. Strek as Acting CFO
------------------------------------------------------
Journal Register company appointed John O. Strek as its acting
chief financial officer, effective Oct. 31, 2008.  Mr. Strek
replaces Julie A. Beck who resigned as the company's executive
vice president and chief financial officer, effective as of
Oct. 31, 2008, to pursue another opportunity.

Mr. Strek is a managing director with Conway, Del Genio, Gries
& Co., LLC, a financial and restructuring advisory firm.
Mr. Strek has been employed by CDG since 2000, providing
restructuring services to companies in a number of industries.
Prior to joining CDG, Mr. Strek was as a Partner in Ernst &
Young's Corporate Finance group focusing on financial
restructuring and mergers and acquisitions.

The company engaged CDG on July 23, 2008, as a financial advisor
to the company pursuant to a forbearance agreement with its
lenders.  As part of the engagement, the company appointed
Robert P. Conway, a Principal of CDG, as its chief restructuring
officer.

Headquartered in Yardley, Pennsylvania, Journal Register company
(PINKSHEETS:JRCO) -- http://www.journalregister.com-- owns and    
operates 27 daily newspapers and 368 non-daily publications as of
Dec. 31, 2006.  The company also operates 239 individual websites
that are affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.

                         *     *     *

As reported by the Troubled Company Reporter on Aug 5, 2008,
Standard & Poor's Ratings Services withdrew its ratings on Journal
Register Co., including the 'D' corporate credit rating.

S&P lowered the ratings on July 25, 2008, after the company
announced that it had entered into a forbearance agreement with
lenders, which included a provision whereby interest under the
credit agreement will accrue and will not be paid for the period
July 24, 2008 through Oct. 31, 2008. S&P viewed this event as a
meaningful departure from the original terms of the credit
agreement, resulting in a 'D' corporate credit and issue-level
ratings under its criteria.

As reported by the TCR on Aug. 4, 2008, Moody's Investors Service
downgraded Journal Register company's Probability of Default
rating to D from Caa3 and its Corporate Family rating to Ca from
Caa2. The rating outlook is stable.  Moody's plans to withdraw all
of Journal Register's ratings shortly.


LA CASA DEL MARIACHI: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: La Casa Del Mariachi Inc.
        1420 North 24th Street
        Phoenix, AZ 85008

Bankruptcy Case No.: 08-14092

Type of Business: The Debtor makes and sells buttons.
                  See: http://www.casadelmariachi.com/

Chapter 11 Petition Date: October 13, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Allan D. Newdelman, Esq.
                  anewdelman@qwestoffice.ne
                  Allan D. Newdelman. P.C.
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Total Assets: $4,315,518

Total Debts: $2,527,498

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

            http://bankrupt.com/misc/azb08-14092.pdf


LANDRY'S RESTAURANTS: Moody's Junks Ratings on Weak Performance
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default rating of Landry's Restaurants Inc.
(Landry's) to Caa1 from B2. In addition, Moody's also downgraded
the CFR and PDR of the Golden Nugget Inc., a wholly owned
unrestricted subsidiary of Landry's, to B3 from B2.  All ratings
remain on review for further possible downgrade.

The downgrade of Landry's ratings reflects the company's
continuing weak operating performance and the likelihood that
weakness in consumer spending will continue to pressure revenues,
earnings, and cash flow.  The downgrade also reflects Moody's view
that Landry's probability of default has increased due to the
uncertainty of the company's ability to either (1) consummate a
planned acquisition and complete refinancing of the company by its
CEO, Tilman Fertita, or (2) otherwise fund or refinance its
$400 million of 9.5% senior unsecured bonds which become callable
in February 2009.

The taking private transaction -- originally proposed by Mr.
Fertita in January 2008 -- has not yet been voted upon by Landry's
shareholders.  On October 7, 2008, Landry's announced that the
debt financing required to complete the pending acquisition of the
company, which includes the re-financing of the 9.5% notes, was in
jeopardy at the current price of $21 per share.

The 9.5% bonds become redeemable by bondholders at 1% above par
beginning February 28, 2009.  The call for redemption of these
bonds would also represent an event of default under Landry's
$300 million bank credit facility and would make drawings under
that facility immediately due and payable.

The downgrade of Golden Nugget's ratings reflects Moody's view
that this company's operating performance will remain weak given
the downturn in consumer spending which has pressured the gaming
industry.  It also reflects the greater uncertainty of Golden
Nugget's financial profile and flexibility given the increased
probability of default at its parent company, Landry's.  This is
in the context of the consistent history of inter-company support
that has existed between Landry's and the Golden Nugget despite
the restricted and unrestricted group structure.

The continuing review for possible downgrade for both Landry's and
Golden Nugget reflects the increasing probability of default that
exists due to the near-term refinancing risk as Landry's 9.5%
bonds become callable in February 2009, and that such an event
would represent an event of default under Landry's bank credit
agreement.

Moody's believes that in the event Mr. Fertita is successful in
executing the planned going-private transaction and re-financing
of Landry's capital structure, and should the outlook for
operating performance and debt protection metrics not materially
deteriorate from current levels, Landry's ratings could be
restored to the low-to-mid single-B range.  Yet even if a
successful refinancing of Landry's is consummated, the prospects
for an upgrade of Golden Nugget's ratings is less certain given
the weakness in the gaming industry as well as this company's
material near-term cash needs to finance an expansion of its Las
Vegas property.

Landry's ratings downgraded are;

-- CFR rating lowered to Caa1 from B2

  -- PDR rating lowered to Caa1 from B2

  -- $300 million senior secured revolving credit facility lowered
     to B1 from Ba2

  -- $400 million, 9.5% guaranteed senior global notes lowered to
     Caa2 from B3

Landry's rating affirmed is;

  -- Speculative grade liquidity rating at SGL-4

Golden Nugget ratings downgraded are;

  -- CFR rating lowered to B3 from B2

  -- PDR rating lowered to B3 from B2

  -- $50 million guaranteed 1st lien revolving credit facility
     lowered to B2 from B1

  -- $210 million guaranteed 1st lien term loan lowered to B2 from
     B1

  -- $120 million guaranteed 1st lien delayed-draw term loan
     lowered to B2 from B1

  -- $165 million guaranteed 2nd lien term loan lowered to Caa2
     from Caa1

All ratings for both Landry's and Golden Nugget remain on review
for possible downgrade.

The SGL-4 speculative grade liquidity rating reflects Landry's
weak liquidity due in part to the re-financing risk associated
with the company's $400 million 9.5% senior unsecured notes.

Landry's Restaurants, Inc., with headquarters in Houston, Texas,
owns and operates mostly casual dining restaurants under the trade
names Landry's Seafood House, Chart House, The Crab House,
Saltgrass Steak House, and Rainforest Cafe., in addition to the
Golden Nugget hotel and casinos in Nevada.

Golden Nugget, Inc, a wholly owned unrestricted subsidiary of
Landry's Restaurants, Inc., headquartered in Las Vegas Nevada,
owns and operates the Golden Nugget hotel, casino, and
entertainment resorts in downtown Las Vegas and Laughlin, Nevada.


KMART CORP: Taps BMC Group to Replace Trumbull as Claims Agent
--------------------------------------------------------------
In behalf of Kmart Corporation, William J. Barrett, Esq., at
Barack Ferrazzano Kirschbaum & Nagelberg LLP, in Chicago,
Illinois, relates that all but 300 claims have been resolved,
including all commercial claims other than the Claim of
Continental Insurance Company that is pending before the U.S.
Bankruptcy Court for the Northern District of Illinois in
an adversary proceeding.  He notes that the remaining claims are
mostly personal injury claims that have either been referred to
state courts for determination of liability or which remain in
Court.

There were more than 58,000 proofs of claim filed in Kmart's
Chapter 11 case.

Throughout the case, The Trumbull Group LLC d/b/a Wells Fargo
Trumbull has served as the claims agent.

Mr. Barrett informs the Court that Trumbull is withdrawing from
the claims management business on or about Oct. 31, 2008.  
Accordingly, it has become necessary for Kmart to propose a
replacement for Trumbull.

Kmart has identified BMC Group, Inc. as an experienced bankruptcy
claims manager that can provide the essential services Trumbull
provides.

Specifically, BMC will perform these services:

   -- receipt and recordation of claims and claims images;

   -- storage and system access to claims data and images;

   -- call center support for claims requests; and

   -- a public case/claims information website.

Subject to the Court's approval, Kmart proposes to employ BMC as
its claims agent to perform the Services.  However, Mr. Barrett
notes that Kmart does not propose that BMC be responsible for any
noticing duties since there are no remaining notices in the case
that would otherwise be the obligation of the clerk.

"The only remaining motion of general applicability to be filed
in this case is the motion for entry of a final decree," Mr.
Barrett says.

Rule 2002 of the Federal Rules of Bankruptcy Procedure does not
require the clerk of court to serve the notice of a final decree
request.  Mr. Barrett says that at the time Kmart files a motion
for entry of a final decree, Kmart will serve the motion itself.

Upon the retention of BMC, Kmart asks the Court that it be
permitted to accept the resignation of Trumbull as claims agent.

Mr. Barrett tells the Court that Trumbull has created an
electronic image of each proof of claim filed.  He relates that
Trumbull will transfer the images to BMC as part of the
transition of claims agent duties.  In addition, he reveals that
Trumbull also maintains in storage at Iron Mountain Incorporated
copies of the original claims.

Kmart asks the Court that the Stored Claims remain in storage at
Iron Mountain pending direction from the Clerk as to the Claims'
disposition.  Kmart notes that it will assume directly the cost
of storing the claims, but access to the claims would be limited
to BMC and the Clerk.

For new claim filings, Kmart asks that the Case Management Order
be amended to (i) show the address of BMC for the filing of
claims; and (ii) provide that Kmart need not recognize any new
claim unless the claimant has obtained an order for leave to file
a late claim.

A copy of Kmart's Proposed Amended Case Management Order is
available for free at http://ResearchArchives.com/t/s?33ce

Mr. Barrett notes that even though the last claims bar date
passed on June 19, 2003, it is still possible that a previously
unheard claimant might file a claim, or that a claimant with an
open claim might file an amendment to its claim.  Kmart believes
that at this late date, the claimant must first demonstrate
excusable neglect or some other cause that justifies the delay in
filing the claim or amendment.

With regard to the numerous papers that Trumbull has in its
possession relating to the bankruptcy case, Kmart believes that
the materials are no longer useful since there has been no
question regarding a ballot in over five years and no "late
claim" matters involving a service issue in almost two years.

"Kmart believes it is appropriate that Trumbull and/or Iron
Mountain be instructed to destroy all such documents," Mr.
Barrett tells the Court.

Based on these reasons, Kmart asks the Court to:

   (a) authorize the retention of BMC as claims agent, the
       resignation of Trumbull as claims agent, the continuation
       of the storage of claims at Iron Mountain at the expense
       of Kmart, and the destruction of documents maintained at
       Trumbull that concern or relate to voting on the Kmart
       Plan of Reorganization or returned service items; and

   (b) enter the Proposed Amended Case Management Order.

                        About Kmart Corp.

Kmart Corporation is a predecessor operating company of Kmart
Holding.  In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws.  The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with  Sears, Roebuck and Co. on
March 24, 2005.

                 About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart    
Holding Corp. and Sears, Roebuck and Co., is a broadline retailer
with 2,317 full-line and 1,150 specialty retail stores in the
United States operating through Kmart and Sears and 380 full-line
and specialty retail stores in Canada operating through Sears
Canada Inc., a 70%-owned subsidiary.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands.  It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


LANDSOURCE COMMUNITIES: U.S. Trustee Objects to Incentive Plan
--------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
tells the United States Bankruptcy Court for the District of
Delaware that the incentive plan proposed by LandSource
Communities Development LLC and its affiliates is not justified
for numerous reasons.

Ms. DeAngelis asserts that all of the critical employees
identified in the Incentive Plan are managers within the meaning
of Section 503(c)(3) of the Bankruptcy Code.  The Debtors'
contention, Ms. DeAngelis relates, does not apply to non-insider
bonus and performance-based incentive plans, which are not
primarily motivated by retention and are not in the nature of
severance misreads the plain language of the statute.

Of the nine of the 15 personnel involved, there is no record that
they are in fact employees of the Debtors, Ms. DeAngelis relates.
"They have been identified to the U.S. Trustee as full time
employees of Lennar Homes of California, Inc. who are 'dedicated'
to LandSource."

Moreover, Ms. DeAngelis adds, many of the same individuals have
been identified to the U.S. Trustee as officers although they
have not been disclosed in the Debtors' statements of financial
affairs and schedules of assets and liabilities, or any other
pleadings previously filed by the Debtors.

Absent a proper evidentiary showing that the individuals are in
fact managers performing bona fide services to the Debtors, the
Debtors cannot fund payments to those persons, Ms. DeAngelis
asserts.  She points out that it is not the purpose of Section
503(c)(3) of the Bankruptcy Code to fund payments to the officers
of non-debtor equity security holders.

Ms. DeAngelis further recalls that as to individuals who were
included in the earlier Additional Benefits motion, there was no
prior disclosure that additional bonus amounts would be sought
even though the Debtors filed this request on the eve of the
hearing of the Additional Benefits Motion.

As to the newly defined goals, the request lacks any evidentiary
support that any of the individuals are required to engage in
extraordinary efforts to complete the performance goal.  Since
the request was filed on August 25, 2008, Ms. DeAngelis argues
that it is hard to believe that the individuals did not have the
matter substantially, if not entirely, complete when the request
was filed.

Although not disclosed, the U.S. Trustee says the Debtors'
proposal seeks approval of a discretionary bonus pool of $350,000
to be paid to unidentified Critical Employees, in unidentified
amounts for accomplishing unidentified goals.  "To approve what
amounts to a 'slush fund' to a class of managers or insiders, in
undisclosed amounts for the performance of undisclosed goals is
clearly not within the contemplation of Section 503(c)(3) of the
Bankruptcy Code, which even minimally, requires full disclosure of
what the Debtors seek to do," Ms. DeAngelis adds.

Moreover, the proposed methodology for computing the bonus
amounts is impossible to quantify on an objective basis.

To the extent the request asserts that the business judgment rule
is the proper standard for determining whether the bonus payment
is justified by the facts and circumstances of the case, the
request fails to accord proper meaning to the restrictions
imposed by Section 503(c)(3) of the Bankruptcy Code.

The U.S. Trustee leaves the Debtors to their burdens to modify
the objection and to conduct a discovery as may be deemed
necessary.

Accordingly, the U.S. Trustee asks the Court to deny the request.

In a separate Court filing, the U.S. Trustee asks the Court to
deny the Debtors' request to file under seal Exhibit "A" of the
Incentive Plan.  The U.S. Trustee argues that Exhibit "A"
contains no provisions that purport to make its terms proprietary
or confidential.

Exhibit "A" to the Incentive Motion contains virtually all of the
pertinent relevant facts necessary to determine the request.  
Some of the information includes a disclosure that the Incentive
Motion seeks permission to create a "Discretionary Pool" of money
that would be paid as bonuses to Critical Employees in
unidentified amounts for unidentified accomplishments.  "The
request itself is devoid of virtually any relevant factual data,"
Ms. DeAngelis relates.

Ms. DeAngelis warns that without the ability to review the
Exhibit, no party in interest will know that some individuals,
who have already been approved for substantial bonuses pursuant
to an earlier Additional Benefits Motion, are proposed to receive
additional bonuses in the present request.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expired on Oct. 6, 2008.  
(LandSource Bankruptcy News, Issue No. 13;
http://bankrupt.com/newsstand/or 215/945-7000).   


LANDSOURCE COMMUNITIES: Says Objection to Incentive Plan Misguided
------------------------------------------------------------------
LandSource Communities Development LLC and its affiliates tell the
U.S. Bankruptcy Court for the District of Delaware that the
objections of the United States Trustee to their Incentive Program
are misguided and without merit.  They assert that the U.S.
Trustee ignores their need to maintain their core group of
employees in the face of growing uncertainty over the future of
the employees.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the objection
overlooks the severely depressed state of the market in which the
Debtors are operating, the potential for loss of key employees,
and the nature of the Debtors' business, all of which make more
"traditional" performance targets an inappropriate measure of
success.

Contrary to the U.S. Trustee's assertion, Mr. Heath relates, the
Debtors acknowledge that Section 503(c)(3) of the Bankruptcy Code
applies to the Incentive Plan, and, therefore, its payments must
be justified by the facts and circumstances of the case.  Even
though Section 503(c)(3) limits transfers that might be
considered an administrative expenses, Mr. Heath notes that
courts have interpreted the standard under Section 503(c)(3) to
be the business judgment standard.

The scope of the Incentive Plan is fair and reasonable.  As
revised, the proposed Incentive Plan contemplates payments
totaling an aggregate of $1.95 million.  "This is approximately
0.20% of the total liabilities of the Debtors.  Compared to
compensation plans approved in other cases, the size of the
Incentive Plan is not excessive," Mr. Heath adds.

Additionally, the performance targets are reasonable.  Mr. Heath
relates that Section 503(c)(3) of the Bankruptcy Code does not
require performance targets.  "As long as a bonus payment is not
made to an insider, it can be retentive in nature and not fall
within the restrictions imposed by Section 503(c)(1)."

The Debtors have previously argued that none of the Critical
Employees should be considered insiders of the Debtors.  
Nonetheless, the Debtors voluntarily imposed targets, and the
targets are appropriate, Mr. Heath believes.

The U.S. Trustee overlooks the Debtors' reduced and limited the
discretionary pool portion of the proposed Incentive Plan.  
Specifically, the Debtors (i) added three specific employees who
the U.S. Trustee might consider "managers" with nominal proposed
bonus amounts totaling $100,000, (ii) reduced the total amount of
the Discretionary Pool to $100,000, and (iii) agreed to cap
bonuses paid from the Discretionary Pool at $15,000, resulting in
an overall reduction by $150,000, for a total of $1,950,000.

Because of the time the Debtors took to consult with their
constituencies on the elements of the Incentive Plan, certain of
the performance targets already may have occurred.  However,
Mr. Heath asserts, it does not matter that some of the goals
already may have passed or were about to pass at the time the
Incentive Plan Motion was filed.  Moreover, the Debtors also
dispute the relevance of certain officers not listed on their
Schedules, Statements, or other pleadings.

Mr. Heath avers that the filing of Exhibit "A" is warranted, not
just keep the Confidential Information out of the hands of
employees who are not offered with similar bonuses, but also away
from potential competitors attempting to lure away the Critical
Employees.

The Incentive Plan is essential to increase morale and provide
the employees with additional motivation to continue working
hard, even in the face of potential job elimination, and not seek
employment elsewhere.  Notably, even the U.S. Trustee's
objections do not challenge the core business justification for
the Incentive Plan.  Thus, the Court should overrule the
objections of the U.S. Trustee and permit the Debtors to adopt
the Incentive Plan.

In supplemental Court filing, the Debtors clarify that they
intend to pay each of the Critical Employees on four installments
beginning November 1, 2008, and subsequent payments will occur
every three months after; provided, however, if a plan of
reorganization is confirmed, the Debtors will distribute all
remaining payments owed under the Incentive Plan, without regard
to any applicable performance targets.

The Debtors add that only those performance targets with
deadlines that have passed on each payment date will be relevant
to determining whether to make bonus payments on the payment date
to those Critical Employees whose bonuses are subject to the
performance targets.  The participants will not be entitled to
partial payment for having met some, but not all, of the targets.

If one performance target is missed, the Critical Employees will
not be entitled to receive any further payments under the
Incentive Plan.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expired on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 13;
http://bankrupt.com/newsstand/or 215/945-7000).   


LANDSOURCE COMMUNITIES: Gets Go-Signal to Implement Incentive Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, after due
deliberation and sufficient cause, granted LandSource Communities
Development LLC and its affiliates permission to implement an
incentive plan.

The completion date for the performance target listed in the
Incentive Plan is January 31, 2009.

Pursuant to a revised version of Exhibit A to the Incentive
Plan, the Discretionary Bonus Pool has been reduced to $100,000,
and any bonuses paid from the discretionary bonus pool cannot
exceed $15,000 per employee.

The Debtors are authorized to pay an aggregate amount of
$1,950,000 to Critical Employees as incentive pay consistent with
the Incentive Plan and in accordance with the payment structure.

The Debtors may pay each Critical Employee still employed as of
each payment date four equal installments subject to satisfaction
of relevant performance targets.

The first payment date will be November 1, 2008, and subsequent
payments will occur every three months after; provided, however,
if a plan of reorganization is confirmed, on the effective date
of the plan, the Debtors will distribute to the Critical
Employees all remaining payments owed under the Incentive Plan,
without regard to any applicable performance targets.

Only those performance targets with deadlines that have passed on
or before each payment date will be relevant to determining
whether to make bonus payments on the payment date to those
Critical Employees whose bonuses are subject to the performance
targets.

The participants will not be entitled to partial payment for
having met some, but not all, of the targets.

If one performance target is missed, the Critical Employees whose
bonuses are conditioned upon satisfaction of the performance
targets will not be entitled to receive any further payments
under the Incentive Plan.

Upon effective date of a plan of reorganization, all remaining
unpaid amounts will be paid to eligible Critical Employees.

The Court also authorizes the Debtors to file under seal the
unredacted, revised Exhibit "A" of the Incentive Plan.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expired on Oct. 6, 2008.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 13;
http://bankrupt.com/newsstand/or 215/945-7000).   


LEHMAN BROS: S&P Affirms Low-B Ratings and Removes Neg. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class ASH-1 and ASH-2 commercial mortgage pass-through
certificates from Lehman Bros. Floating Rate Commercial Mortgage
Trust 2006-CCL C2 and removed them from CreditWatch, where they
were placed with negative implications on May 23, 2008.

S&P initially placed the ratings on CreditWatch negative because
of interest shortfalls that affected both classes due to special
servicing fees related to the Avalon at Seven Hills loan.  
Subsequently, the special servicer, TriMont Real Estate Advisors,
opted to file for foreclosure while it continued to pursue a
settlement and forbearance agreement with the borrower.

Under the terms of the settlement agreement, two nonrefundable
deposits were applied to the retirement of the Avalon loan.  Based
on discussions with the master servicer, Wachovia Bank N.A.,
Standard & Poor's expects that the accumulated interest shortfalls
and principal on these two classes will be fully paid off by the
Oct. 15, 2008, distribution date.

The ratings on classes ASH-1 and ASH-2 are wholly dependant on
Avalon's performance and derive 100% of their cash flows from the
collateral that secure the loan.  The two classes currently have a
total principal balance of $1.99 million.

The Avalon loan was transferred to TriMont on Nov. 7, 2007, after
the borrower gave notice that it was no longer going to cover
operating/debt service shortfalls.


      Ratings Affirmed and Removed from Creditwatch Negative

Lehman Bros. Floating Rate Commercial Mortgage Trust 2006-CCL C2
           Commercial mortgage pass-through certificates

                                  Rating
                                  ------
                  Class      To             From
                  -----      --             ----
                  ASH-1      B              B/Watch Neg
                  ASH-2      B-             B-/Watch Neg


LILY ASPILLERA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lily C. Aspillera
        260 San Benito Way
        San Francisco, CA 94127

Bankruptcy Case No.: 08-31934

Chapter 11 Petition Date: October 12, 2008

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Duane L. Tucker, Esq.
                  tucker@pacbell.net
                  Law Offices of Duane L. Tucker
                  27793 Tampa Avenue
                  Hayward, CA 94544
                  Tel: (510) 670-0668

Total Assets: $1 million to $10 million

Total Debts: $1 million to $10 million

The Debtor did not file a list of 20 largest unsecured creditors.


LIMITED BRANDS: Moody's Reviewing (P)Ba1 Sr. Sub. Shelf Rating
--------------------------------------------------------------
Moody's Investors Service placed Limited Brands ratings under
review for possible downgrade.  The review is prompted by
Limited's recent announcement that it has authorized an additional
$250 million in share repurchases after a prolonged period of weak
comparable store sales.  In addition, the timing of the program
signals that the company's financial policy has likely become more
aggressive as it is being implemented just as the company is
entering what will likely be a very challenging Holiday selling
environment.  About 60 to 70% of the company's operating income is
generated during the Holiday selling season.  A meaningful erosion
in sales during this period could have a very notable negative
impact on profitability.

Moody's review will focus on the company's operating performance
-- particularly its comparable store sales over the next few
months, as well as consumer spending as it approaches the key
Holiday selling season.  In addition, the review will focus on the
company's financial policies, as well as its liquidity pro forma
for the additional share repurchase program through it working
capital peak period.

These ratings are placed under review for possible downgrade:

  -- Senior unsecured notes rating at Baa3;
  -- Senior unsecured shelf rating at (P)Baa3;
  -- Senior subordinated shelf rating at (P)Ba1;
  -- Preferred shelf rating at (P)Ba2;
  -- Commercial paper rating at Prime-3.

Headquartered in Columbus, Ohio, Limited Brands, Inc., operates
about 2,900 specialty stores under the Victoria's Secret, Bath &
Body Works, C.O. Bigelow, La Senza, White Barn Candle Co., and
Henri Bendel name plates.  The company's products are also
available online.  Revenues for the twelve month period ended
August 2, 2008 were nearly $9.4 billion.


LTD CERAMICS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: LTD Ceramics, Inc.
        7411 Central Avenue
        Newark, CA 94560

Bankruptcy Case No.: 08-45864

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
LCL International, Inc.                            08-45877

Type of Business: The Debtor makes ceramic materials and
                  components.  As of Oct. 2, 2008, the company has
                  ceased all operations.
                  See: http://www.ltdceramics.com/

Chapter 11 Petition Date: October 13, 2008

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Andrea T. Porter, Esq.
                  aporter@friedumspring.com
                  Friedman Dumas and Springwater
                  150 Spear St. #1600
                  San Francisco, CA 94105
                  Tel: (415) 834-3805

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mitsui Engineering &           trade             $963,183        
Shipbuilding
Attn: Fumitomo Kawahara
6-4 Tsukiji 5-Chome
Chouo-Ku
Tokyo Japan 104,8439
Tel: 011-81-3-3544-30444

LCL International Inc.         trade             $615,769
Department of MITB
7411 Central Avenue
Newark, CA 94560
Tel: (650) 306-1430
Fax: (650) 369-2409

Trump, Alioto, Trump &         trade             $415,044
Prescott
2280 Union Street
San Francisco, CA 94123
Tel: (415) 563-7200
Fax: (415) 346-0679

Harvest Properties             trade             $164,090

Scheger & Associates           trade             $146,400

Industrial Properties          trade             $143,649

Diamond Fabricators Sales      trade             $134,013
Inc.

Pacific Gas & Electric         trade             $127,856

BAE Systems                    trade             $118,640

Applied Materials Inc.         trade             $98,607

Cook Roos Wilbur Thompson      trade             $70,351
LLP

Ron Kehl Engineering           trade             $66,348

Sierra Diamond Technology      trade             $57,844


Abrasives Unlimted Inc.        trade             $47,307

Zhong Lun Law Firm             trade             $43,594

GC Lubricants Co.              trade             $41,541

Star International Inc.        trade             $39,688

Nolan, Armstrong & Barton      trade             $31,644

Keen Kut Products              trade             $28,467


MEDICAL STAFFING: Gets Market Capitalization Non-Compliance Notice
------------------------------------------------------------------
Medical Staffing Network Holdings, Inc. was notified by the New
York Stock Exchange that it is no longer in compliance with the
NYSE's continued listing standards.  The company is considered
below criteria since the company's market capitalization was less
than $75 million over a 30 trading-day period and its
shareholders' equity was less than $75 million.  As of Oct. 3,
2008, the company's 30 trading-day average market capitalization
was $67.4 million, and in its quarterly report on Form 10-Q for
the quarter ended June 29, 2008, the company reported
shareholders' equity of $67.8 million.

Under applicable NYSE procedures, the company has 45 days from the
receipt of the notice to submit a plan to the NYSE to demonstrate
its ability to achieve compliance with the continuing listing
standards within 18 months.  The company intends to submit such a
plan.

Medical Staffing Network Holdings, Inc. is a diversified
healthcare staffing company.  The company provides per diem
nurse staffing services and is also a provider of travel, allied
health and vendor managed services.


MERGE HEALTHCARE: Expects to Report Income in Qtr. Ended Sept. 30
-----------------------------------------------------------------
Merge Healthcare disclosed preliminary, unaudited financial
results for the three months ended Sept. 30, 2008.

Net sales are estimated to be between $14.4 million and
$14.8 million with an anticipated EBITDA between $2.7 million and
$3.4 million for the three months ended Sept. 30, 2008.
Additionally, the company expects net income per share of
$0.01 or less for the three months ended Sept. 30, 2008.  These
estimated results are based on the company’s preliminary review
of its operations for the quarter, may be subject to further
quarter-end adjustments and have not yet been reviewed by its
independent registered public accounting firm.

The company will release final financial results and host an
investor conference call on Oct. 30, 2008, after review by its
independent registered public accountants.

Based in Milwaukee, Wisconsin, Merge Healthcare Incorporated
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is        
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


MERGE HEALTHCARE: Expects Net Income for Quarter Ended Sept. 30
---------------------------------------------------------------
Merge Healthcare disclosed preliminary, unaudited financial
results for the three months ended September 30, 2008.  Net sales
are estimated to be between $14.4 million and $14.8 million with
an anticipated EBITDA between $2.7 million and $3.4 million for
the three months ended September 30, 2008.

The Company expects net income per share of $0.01 or less for the
three months ended September 30, 2008.  These estimated results
are based on the Company's preliminary review of its operations
for the quarter, may be subject to further quarter-end adjustments
and have not yet been reviewed by its independent registered
public accounting firm.

The Company will release final financial results and host an
investor conference call on October 30, 2008, following review by
its independent registered public accountants.

Based in Milwaukee, Wisconsin, Merge Healthcare Incorporated
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is        
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.

The company posted $18,197,000 in net losses on $13,315,000 in
revenues for the quarter ended June 30, 2008.


MERIDIAN AUTOMOTIVE: Settles Claim Issues with US Trustee, Ashland
------------------------------------------------------------------
In a certificate of counsel filed with the U.S. Bankruptcy Court
for the District of Delaware, Larry J. Nyhan, Esq., at Sidley
Austin LLP, in Chicago, Illinois, related that during the July 29,
2008 hearing on the Reorganized Meridian Automotive Systems Inc.
and its debtor-affiliates' request for a final decree order, Judge
Walrath questioned whether any fees due to the U.S. Trustee for
Region 3 were outstanding.  

According to Mr. Nyhan, the Reorganized Debtors have conferred
with the U.S. Trustee and the parties have agreed, to the extent
there are any outstanding U.S. Trustee fees, to work in good
faith to resolve them.

Mr. Nyhan added that during the July 29 hearing, the Reorganized
Debtors informed the Court that they have reached an agreement
with Ashland, Inc., regarding Ashland's Claim No. 2583 whereby
the parties agreed that the Claim will be docketed on the claims
register as an allowed general unsecured claim totaling
$2,488,441.

Attached to Mr. Nyhan's certificate of counsel is a proposed
order approving the Reorganized Debtors' motion for final decree
closing the Chapter 11 cases of:

   Case No.   Debtor Entity
   --------   -------------
   05-11168   Meridian Automotive
              Systems-Composites Operations, Inc.
   
   05-11169   Meridian Automotive Systems, Inc.
   
   05-11170   Meridian Automotive
              Systems-Angola Operations, Inc.
   
   05-11171   Meridian Automotive
              Systems-Construction, Inc.

   05-11172   Meridian Automotive
              Systems-Detroit Operations, Inc.
   
   05-11173   Meridian Automotive
              Systems-Grand Rapids Operation Inc.
   
   05-11174   Meridian Automotive
              Systems-Heavy Truck Operations Inc.
   
   05-11175   Meridian Automotive
              Systems-Shreveport Operations, Inc.
   
   05-11176   Meridian Automotive
              Systems-Mexico Operations, LLC

After due deliberation and sufficient cause, Judge Walrath signed
the final decree order closing the Debtors' Chapter 11 cases.

A full-text copy of the Final Decree Order is available for free
at http://ResearchArchives.com/t/s?33bd

                About Meridian Automotive Systems

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies     
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.

The Company and its debtor-affiliates filed for chapter 11
protection on April 26, 2005 (Bankr. D. Del. Case Nos. 05-11168
through 05-11176).  James F. Conlan, Esq., Larry J. Nyhan, Esq.,
Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley Austin
Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton,
Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors in
their restructuring efforts.  Eric E. Sagerman, Esq., at Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  The Committee also hired Ian Connor Bifferato, Esq.,
at Bifferato, Gentilotti, Biden & Balick, P.A., to prosecute an
adversary proceeding against Meridian's First Lien Lenders and
Second Lien Lenders to invalidate their liens.  When the Debtors
filed for protection from their creditors, they listed $530
million in total assets and approximately $815 million in total
liabilities.

The Hon. Mary Walrath confirmed Meridian's Revised Fourth Amended
Reorganization Plan on Dec. 6, 2006.  The company emerged from
chapter 11 protection on Dec. 29, 2006.  The Plan established The
Meridian Automotive Systems, Inc., Litigation Trust, which would
pursue claims and causes of action on behalf of the estate.  Ocean
Ridge Capital Advisors, LLC, was named litigation trustee.  
(Meridian Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MIRCO-HEAT INC: Financial Woes, GM Recall Blamed for Ch. 11 Filing
------------------------------------------------------------------
Micro-Heat, Inc., filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Eastern District of Michigan, citing liquidity
difficulties and risk of erosion in the value of its assets.

Stuart A. Gold, Esq., at Gold Lange & Majoros, PC, in Southfield,
Michigan, said the company experienced financial constraints in
early to mid 2008 due to General Motors' move to reduce production
of automobile models with the company's hotshot product, and as a
result of the weakening U.S. economy.  The decline in production
of trucks and SUVs affected the company's sales, Mr. Gold pointed
out.

On Sept. 16, 2008, GM notified the company that it will no longer
offer the hotshot product on any of its vehicles after recalling
several GM automobiles with hotshot features on Aug. 29, 2008, Mr.
Gold related.  GM alleged that the company's product as the cause
of the recall and asserted it should bear the entire financial
responsibility of as much as $19,201,060, He continued.

The company has challenged GM's assertions and commenced a lawsuit
in Michigan state court against GM relating to unpaid receivables
of approximately $3 million relating to GM's purchase of the
hotshot product.

As of Aug. 31, 2008, the company delivered about 1.7 million
hotshot units to GM.  GM offered the company's product as an
option on 22 of its models in North America, Australia and
Germany.

In fiscal year 2008, GM holds 98% of the company's sales.

Before the filing, the company entered into a $30 million note
purchase agreement dated Nov. 13, 2006, with M-Heat Investors LLC,
secured by all of the company's inventory and accounts receivable.

The company is asking the Court for authority to enter into an
agreement with M-Heat to use cash collateral securing repayment of
secured loan to M-Heat.

In late September 2008, the company implemented a new business
plan to scale back its operation and to restructure its business
around the intellectual property relating to the hotshot product;
however, the plan resulted in the termination of the company's
employees and the award of severance packages to the affected
workers.

Headquartered in Farmington Hills, Michigan, Micro-Heat, Inc., --
http://www.microheat.com/-- makes and sells windshield washer
fluid heating systems to automobiles in North America, Australia
and Germany.


MICRO-HEAT INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Micro-Heat, Inc.
        38755 Hills Tech Drive
        Farmington Hills, MI 48331

Bankruptcy Case No.: 08-65060

Type of Business: The Debtor makes and develops hot fluid systems
                  for automobiles.  The Company's manufacturing
                  facilities are located in Farmington Hills,
                  Michigan.
                  
                  See: http://www.microheat.com/

Chapter 11 Petition Date: October 13, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Bankruptcy Counsel: Kramer Levin Naftalis & Frankel LLP

Debtor's Co-Counsel: Stuart A. Gold, Esq.
                     sgold@glmpc.com
                     Gold, Lange & Majoros, PC
                     24901 Northwestern Hwy., Suite 444
                     Southfield, MI 48075
                     Tel: (248) 350-8220

Financial Advisor: Plante & Moran PLLC

Estimated Assets: $10 million $50 million

Estimated Debts: $10 million $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
M-Heat Investors LLC           Note; secured:    $42,724,854
2550 Middle Rd, Suite 603,     $10,125,301;
Bettendorf, Iowa 52722         unsecured:
Tel: 203-438-6944              $32,599,553

Flextronics International      Trade             $311,282
Latin
America Ltd. STH                
Sur 2915 KM 6.5 Col. La Tierja  
Tiajomulco De Zuniga, Jalisco,
Mexico 45645
Tel: 011-52-33-3770-4200
Fax: 011-52-33-3770-4269

Solomon Franco                 Employe           $194,351
6473 Maple Creek                
West Bloomfield, MI 48322       

Molex Connector Corporation    Trade             $72,902

Western Diversified Plastics   Trade             $152,397

Vyachislav Ivanov              Employee          $99,503

St. Clair Technologies, Inc.   Trade             $91,824

Uri Arkashevsky                Employee          $91,636

K & K Die, Inc                 Trade             $84,679

Asher Segev                    Employee          $50,880

Lectronix, Inc.                Trade             $48,545

DLH Industries, Inc.           Trade             $37,037

Admiral Tool & Manufacturing   Trade             $23,797

Trans-Man Logistics, Inc.      Trade             $19,340

Detroit Testing                Trade             $13,000
Laboratory Inc.

Ellsworth Adhesive             Trade             $12,974

MicroMax, Inc.                 Trade             $12,116

Komar Screw Corporation        Trade             $11,787

Industrial Machine             Trade             $10,781
Products Inc.

Thogus Products Company        Trade             $9,713
Russ Wolff


MOHAMED FAROOQUI: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mohamed Farooqui
        50 Oak Street
        Weston, MA 02493

Bankruptcy Case No.: 08-17691

Chapter 11 Petition Date: October 10, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Leonard Ullian, Esq.
                  karen@ullianlaw.com
                  The Law Office Of Ullian & Associates
                  220 Forbes Road Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Mohamed Farooqui did not file his list of largest unsecured
creditors.


MORGAN STANLEY: Sells 21% Stake to Mitsubishi for $9 Billion
------------------------------------------------------------
Aaron Lucchetti at The Wall Street Journal reports that Morgan
Stanley got a $9 billion investment from Mitsubishi UFJ Financial
Group Inc., in exchange for a 21% stake.

As reported in the Troubled Company Reporter on Oct. 13, 2008,
Morgan Stanley renegotiated with Mitsubishi on a $9 billion
investment agreement, wherein Morgan Stanley will sell a 21% stake
to Mitsubishi for $9 billion.  Mitsubishi had been under pressure
to change the terms of the deal, as its original investment for
21% of Morgan Stanley was agreed to before Morgan Stanley shares
declined more than 50%.  

According to WSJ, the deal's structure gives Mitsubishi the 21%
stake in Morgan Stanley through convertible and perpetual
preferred shares that pay a 10% dividend.

WSJ relates that the investment from Mitsubishi gives Morgan
Stanley more time to make over its balance sheet.  The report says
that that Morgan Stanley's shares rose 85% in late trading.

WSJ quoted Morgan Stanley Chief Executive John Mack as saying,
"We've gotten our leverage down, and it will be even lower.  
You're going to see a lot of changes."  WSJ states that Morgan
Stanley will use its new relationship with Mitsubishi to increase
its presence in commercial banking.  The report says that Morgan
Stanley is also going to rely more on building market share in
lower-risk sales and trading, asset management, and advising
individual investors.  

WSJ reports that Morgan Stanley has brought its ratio of leveraged
bets to $20 for every dollar it has in equity -- down from $32 in
2007 -- with the investment from Mitsubishi.

WSJ relates that Mr. Mack, to make up for lost business, will
build up Morgan Stanley's deposits through small acquisitions or
possible joint ventures with Mitsubishi.  The report states that
Morgan Stanley is negotiating with Mitsubishi about extending its
relationship with a credit facility that could further boost
Morgan Stanley's balance sheet.  According to the report, Morgan
Stanley and Mitsubishi also identified other areas for
collaboration, including:

     -- corporate and investment banking,
     -- retail banking and asset management, and
     -- corporate lending, and
     -- project related loans.

Mitsubishi will send a representative to sit on Morgan Stanley's
board, WSJ states.

                       About Morgan Stanley

New York-based Morgan Stanley -- http://www.morganstanley.com--  
is a global financial services firm that, through its subsidiaries
and affiliates, provides its products and services to a group of
clients and customers, including corporations, governments,
financial institutions and individuals.  Morgan Stanley's business
segments include Institutional Securities, Global Wealth
Management Group and Asset Management.  The company conducts its
business from New York City, its regional offices and branches
throughout the United States and its principal offices in London,
Tokyo, Hong Kong and other world financial centers.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Moody's Investors Service downgraded the ratings of 320 tranches
from 25 transactions issued by Morgan Stanley, including its:

  -- Cl. M-2, downgraded to Caa2 from B2,
  -- Cl. M-3, Downgraded to Ca from B2,
  -- Cl. M-4, Downgraded to Ca from B3,
  -- Cl. M-5, Downgraded to Ca from B3,
  -- Cl. B-3, Downgraded to C from Ca, and
  -- Cl. B-4, Downgraded to C from Ca.


NESTOR INC: Inks Securities Purchase Agreement with Investors
-------------------------------------------------------------
Nestor, Inc., disclosed in a Securities and Exchange Commission
filing that on Oct. 8, 2008, it entered into a Securities Purchase
Agreement with several institutional and accredited investors and
U.S. Bank National Association, as collateral agent for the
Purchasers, pursuant to which the Company issued senior secured
bridge notes in the total principal face amount of $500,000, in a
private placement pursuant to the Securities Act of 1933.

The Bridge Notes are senior to all other indebtedness of the
Company and secured by a first priority security interest in all
corporate assets, except assets securing the Company's Variable
Rate Senior Notes.  The Bridge Notes bear interest initially at
10% provided, that, in the event of default on the Bridge Notes,
the interest rate will be 13.5% during the period of default.  

Interest on the Bridge Notes is payable quarterly in arrears with
all outstanding principal and interest on the Bridge Notes due on
the earlier of:

   -- Jan. 8, 2009; or
   -- the consummation of an Equity Financing by the Company.

Interest is payable (i) in cash if the Company has received any
cash proceeds from any litigation, mediation or settlement
proceeding, or (ii) by adding the remaining amount of interest due
on any interest payment date to the outstanding principal amount
of the Bridge Notes.  

The Bridge Notes contain restrictive covenants which, among other
things, restrict the Company's ability to incur additional
indebtedness, grant security interests on its assets or make
distributions on or repurchase its common stock.  The Company will
use the proceeds from the sale and issuance of the Bridge Notes
for the payment of legal fees and expenses and certain capital
expenditures.

If at any time while the Bridge Notes are outstanding the Company
receives any cash proceeds from any litigation, mediation or
settlement proceeding, the holders of at least a majority of the
outstanding principal amount of all the Bridge Notes have the
right to force the Company to redeem all or any portion of the
outstanding amount of the Bridge Notes up to an amount equal to
the net cash proceeds received from the Company as a result of any
such litigation, mediation or settlement proceeding.

In connection with the Transaction, the Company entered into a
Proceeds Payment Priority and Voting Agreement and Amended and
Restated Security Agreement with the holders of the Company's 7%
Senior Secured Notes and the holders of the Bridge Notes.  
Pursuant to Payment Priority Agreement, the holders of the 7%
Notes agreed that all principal and interest due and payable on
the 7% Notes will be subordinate and subject in right of payment
to all principal and interest due under the Bridge Notes and
agreed to postpone any payments of principal or interest on the 7%
Notes during the Forbearance Period.  

Also, in the event of any dissolution, winding up, liquidation,
arrangement or reorganization relating to the Company or any of
its subsidiaries, any payment or distribution of any kind which
otherwise would be payable or deliverable with respect to the 7%
Notes will be paid directly to the holders of the Bridge Note for
application (in the case of cash) to, or as collateral (in the
case of securities or other non-cash property) for, the payment or
prepayment of the outstanding balance of the Bridge Notes.  
Furthermore, the holders of the 7% Notes agreed not to ask,
demand, sue for, take or receive, directly or indirectly, from the
Company or any of its subsidiaries, in cash or other property
(excluding capitalized interest or paid-in-kind interest), payment
of, or security for, the 7% Notes unless and until the Bridge
Notes have been paid in full.  Lastly, the holders of the 7% Notes
agreed to vote with the holders of the Bridge Notes to enforce the
terms and provisions the Payment Priority Agreement.

Under the terms of the Security Agreement, the Company has granted
a first priority security interest to the holders of the 7% Notes
and the Bridge Notes in all corporate assets, except assets
securing the Company's Variable Rate Senior Notes.

The Company also entered into Written Consent, Waiver and
Forbearance Agreement with the holders of the 7% Notes and the
holders of the Company's 5% Senior Secured Notes.

Pursuant to the Written Consent, the holders of the 7% Notes and
the holders of the 5% Notes:

   -- consented to the Company issuing the Bridge Notes and
      granting a security interest in the Company's assets;

   -- agreed to the postponement of the date fixed for any
      interest payments during the Forbearance Period;

   -- waived certain events of default under the 5% Notes and the
      7% Notes occurring prior to the issuance of the Bridge
      Notes;

   -- agreed not to exercise any conversion rights under the 5%
      Notes and 7% Notes at any time during the Forbearance
      Period; and

   -- agreed to not to exercise their right to force the Company
      to redeem the 5% Notes and the 7% Notes upon any event of  
      default occurring during the Forbearance Period.  

In addition, the holders of the 5% Notes agreed that all principal
and interest due and payable on the 5% Notes will be subordinate
and subject in right of payment to all principal and interest due
under the Bridge Notes and agreed to postpone any payments of
principal or interest on the 5% Notes during the Forbearance
Period.

                       About Nestor Inc.

Nestor Inc. (OTC BB: NEST) -- http://www.nestor.com/- provideds    
advanced automated traffic enforcement solutions and services to
state and municipal governments.  

At June 30, 2008, the company's consolidated balance sheet showed
$22.4 million in total assets, and $23.6 million in total
liabilities, resulting in $1.1 million in total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $5.1 million in total current
assets available to pay $22.9 million in total current
liabilities.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 24, 2008,
Carlin, Charron, & Rosen LLP expressed substantial doubt about
Nestor Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.


NEW ROCHELLE: Files for Chapter 11 Bankruptcy in New York
---------------------------------------------------------
Cyber Digital, Inc., said that it plans to reorganize the
operations of its wholly owned subsidiary, New Rochelle Telephone
Corporation, as part of a restructuring effort, Globe NewsWire
reports.

According to the Troubled Company Reporter, New York-based New
Rochelle filed for Chapter 11 protection from its creditors in the
United States Bankruptcy Court for the Eastern District of New
York, Central Islip, September 23, 2008 (Case No. 08-75221).

The company listed assets and debts between $1 million and
$10 million each.  The company owes as much as $65,486,407 to it
unsecured creditors including Verizon New York owing $3.2 million;
Laurus Master Fund Ltd. owing $900,000; and Qwest owing $61,284.

Salvatore LaMonica, Esq., at LaMonica Herbst and Maniscalco in
Wantagh, New York, represents New Rochelle.

Headquartered in Hauppauge, New York, New Rochelle Telephone Corp.
-- http://www.newroctel.com-- provides telecommunication
services.


NEXMED INC: Has Until April 7 to Comply with Bid Price Rules
------------------------------------------------------------
NexMed, Inc., received a letter from The NASDAQ Listing
Qualifications Department providing notification that, for the
last 30 consecutive business days, the bid price of its common
stock has closed below the minimum $1.00 per share requirement
for continued inclusion on The NASDAQ Capital Market under NASDAQ
Marketplace Rule 4310(c)(4).  In accordance with NASDAQ
Marketplace Rule 4310(8)(D), NexMed has 180 calendar days, or
until April 7, 2009, to regain compliance with the Rule.  NexMed
can regain compliance with the Rule if at anytime before April 7,
2009, the bid price of its common stock closes at $1.00 per share
or more for a minimum of 10 consecutive business days.

If NexMed does not regain compliance with the Rule by April 7,
2009, NASDAQ will provide written notification that the company's
securities will be delisted from The NASDAQ Capital Market.  At
that time, NexMed may appeal to a NASDAQ Listing Qualifications
Panel.  Alternatively, in the event such delisting is based
solely upon non-compliance with the Rule and NASDAQ determines
that NexMed otherwise meets the initial listing criteria, set
forth in Marketplace rule 4310(c), except for the bid price
requirement, NexMed will be afforded an additional 180 calendar
day grace period in order to regain compliance with the Rule.
If the company fails to maintain compliance with any other
listing requirements, it may be delisted for failure to meet
those requirements during these periods.

Based in East Windsor, New Jersey, NexMed Inc., (NasdaqCM: NEXM)
-- http://www.nexmed.com-- is a  pharmaceutical and medical  
technology company.  It designs, develops, manufactures, and
markets pharmaceutical products in the United States and Hong
Kong.  The company is leveraging its proprietary drug technology,
NexACT, to develop a pipeline of pharmaceutical products to
address significant unmet medical needs.  It develops transdermal
treatments based on the NexACT drug delivery technology, which
might enable an active drug to be better absorbed through the
skin.  The company also develops treatments for sexual dysfunction
and nail fungus based on its proprietary NexACT drug delivery
technology.  Its products under development include Alprox-TD,
which is an alprostadil-based cream treatment intended for
patients with erectile dysfunction; and Femprox, an alprostadil-
based cream product intended for the treatment of female sexual
arousal disorder.  The company has a licensing agreement with
Novartis International Pharmaceutical, Ltd., for the development,
manufacture, and commercialization of NM100060, a nail lacquer
treatment for onychomycosis.  NexMed was founded in 1987..

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 18, 2008,
Edison, New Jersey-based Amper, Politziner & Mattia PC expressed
substantial doubt about the ability of NexMed Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations.  It also expects the company to incur future losses.


NORTHLAKE FOODS: Section 341(a) Meeting Scheduled for Oct. 17
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Northlake
Foods, Inc.'s creditors on Oct. 17, 2008, at 1:30 p.m., Room 100-
B, Timberlake Annex, 501 E. Polk Street, in Tampa, Florida (861).

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

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

Tampa, Florida-based Northlake Foods, Inc., operates a restaurant
chain.  It filed for Chapter 11 protection on Sept. 15, 2008
(Bankr. M. D. Fla. Case No. 08-14131).  Roberta A. Colton, Esq.,
at Trenam Kemker assists the Debtor in its restructuring effort.  
The Debtor listed assets of $10 million to $50 million and debts
of $10 million to $50 million when it filed for bankruptcy.


OCCULOGIX INC: Completes Minority Buyout of OcuSense Unit
---------------------------------------------------------
OccuLogix, Inc. disclosed in a Securities and Exchange Commission
filing that, among other transactions, it had completed the
acquisition of the minority ownership interest in OcuSense, Inc.
that it did not already own and the private placement of
US$2,173,000 amount of shares of the company's common stock.

The acquisition of the minority ownership interest in OcuSense was
effected pursuant to the Agreement and Plan of Merger and
Reorganization, dated April 22, 2008, by and among the company,
OcuSense Acquireco, Inc., a wholly owned subsidiary of the company
and OcuSense, as amended by the Amending Agreement, dated as of
July 28, 2008, by and among OccuLogix, Merger Sub and OcuSense.

As of Oct. 6, 2008, the company, Merger Sub and OcuSense entered
into a further agreement, amending the Merger Agreement for, among
other purposes, to make explicit the consequence of the Reverse
Stock Split on the numbers of shares of the Common Stock
underlying the outstanding stock options of OcuSense, which were
assumed by OccuLogix pursuant to the Merger Agreement, and on
their respective exercise prices.  

The private placement of US$2,173,000 amount of shares of the
Common Stock was effected pursuant to the Securities Purchase
Agreement, dated as of May 19, 2008, by and among the company,
Marchant Securities Inc. and investors, as amended by the Amending
Agreements, each dated as of Aug. 29, 2008, by and among the
company, Marchant and each of the investors.  As of Oct. 1, 2008,
the company, Marchant and the investors party to the Securities
Purchase Agreement entered into a further agreement, amending the
Securities Purchase Agreement, for among other purposes, to revise
the closing and funding mechanics of the transactions contemplated
thereunder.  

On Oct. 6, 2008, pursuant to the Merger Agreement, as amended by
the Second Merger Agreement Amending Agreement, the company
completed the acquisition of the minority ownership interest in
OcuSense that it did not already own.  Prior to such acquisition,
the company had owned 50.1% of the capital stock of OcuSense on a
fully diluted basis and 57.62% on an issued and outstanding basis.  
The acquisition was effected pursuant to a statutory merger of
Merger Sub with and into OcuSense, with the separate corporate
existence of Merger Sub ceasing and OcuSense continuing as the
surviving corporation.

As consideration for the minority ownership interest in OcuSense,
the company issued an aggregate of 79,248,175 shares of the Common
Stock to the minority stockholders of OcuSense.  The quantum of
the merger consideration was based on a full-enterprise valuation
of OcuSense of US$18,000,000, determined in good faith by the
respective boards of directors of the company and OcuSense, and a
deemed value of US$0.10 per share of the Common Stock, which was
reflective of the per share average trading price of the Common
Stock on NASDAQ during the period of negotiation of the merger
consideration.


Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
(Nasdaq: OCCX; TSX: OC) -- http://www.occulogix.com/-- is a       
healthcare company focused on ophthalmic devices for the diagnosis
and treatment of age-related eye diseases.

                      Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring operating losses and working
capital deficiency.

As of June 30, 2008, the company's consolidated balance showed
$12,539,008 in total assets, $8,800,975 in total liabilities, and
$4,474,154 in minority interests, resulting in $736,121 in
stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,525,403 in total current assets
available to pay $7,967,460 in total current liabilities.

The company posted $2,536,977 in net losses on $127,200 in net
revenues for the quarter ended June 30, 2008.


OPEN ENERGY: Completes $4.7 Million Financing with Quercus Trust
----------------------------------------------------------------
Open Energy Corporation disclosed in a Securities and Exchange
Commission filing that it has closed the final portion of its
$4.7 million financing with The Quercus Trust.

Quercus invested a total of $4.7 million in Open Energy in this
financing, consisting of $4.2 million in cash, and $500,000 of
forgiveness of accrued interest and restructuring fees relative to
other obligations to Quercus.  In exchange, Open Energy issued to
Quercus warrants to purchase a total of 235,000,000 shares of
common stock, at a price of $0.02 per warrant, with an exercise
price of $0.067 per share.

Open Energy also disclosed that the management and board changes
became effective with the closing of the remainder of the Quercus
investment.  Following the closing of the financing, the Board of
Directors consists of five members, three of whom were appointed
by Quercus, and two of whom were existing members of the board.
David Field, the current president and chief operating officer, is
leading the board as Chairman as will assume the role of chief
executive officer effective Nov. 1, 2008.

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy    
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.  
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

The company posted a net loss of $34,940,000 on net revenues of
$6,940,000 for the year ended May 31, 2008, as compared with a net
loss of $39,550,000 on net revenues of $4,290,000 in the prior
year.


P & D OIL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: P & D Oil, LLC
        800 E. Tuttle Road
        Ionia, MI 48840

Bankruptcy Case No.: 08-08970

Chapter 11 Petition Date: October 9, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Scott A. Chernich, Esq.
                  Jphillips@fosterswift.com
                  Foster, Swift, Collins & Smith, P.C.
                  313 S. Washington Square
                  Lansing, MI 48933
                  Tel: (517) 371-8133

Total Assets: $1,790,000

Total Debts: $4,583,712

P & D Oil's chapter 11 petition with list of 20 largest unsecured
creditors is available for free at:

               http://researcharchives.com/t/s?33d4


PANDA ETHANOL: Restructures Funding Terms; Lenders Waive Defaults
-----------------------------------------------------------------
Panda Ethanol, Inc., has restructured the funding arrangements on
the company's 115-million gallon-per-year, biomass-fueled ethanol
refinery, located in Hereford, Texas.  The restructuring was
made with the support of the project's senior and subordinated
lenders and will allow for the completion of construction and
startup of the facility.

As a part of the restructuring, the Hereford project's senior
lenders waived all existing defaults occurring under the
original financing agreements allowing the project to make
construction-related borrowings of up to $31.5 million.  The
project can also draw upon $2.5 million in new proceeds received
from the Hereford subsidiary's subordinated lender.  Panda
Ethanol, the parent company of the Hereford project, will also
receive $2.5 million in working capital as the result of a new
equity investment from Panda Energy International, Panda
Ethanol's founder and single largest shareholder.

In addition, the company also has retired a loan from Panda
Energy in the amount of $1,628,868 of principal and interest
owed.  The debt from the loan was converted to common stock in
Panda Ethanol at the price of 25 cents per share.  Retiring the
loan reduces the debt liability of Panda Ethanol well as the
company's exposure to interest rate risk as the loan was tied to
the London interbank offered rate, or LIBOR, which has
significantly increased in recent weeks.

"The successful restructuring of the Hereford project's funding
arrangements represents a vote of confidence in our ability to
manage the remaining construction at the Hereford facility," said
Darol Lindloff, chief executive officer of Panda Ethanol.

"There are a large number of subcontractors and a very talented
and well-trained team of employees at the site who are working
to complete construction and ready the Hereford refinery for
startup. We continue to believe that, once completed, the
Hereford refinery will be one of the most cost-efficient ethanol
production facilities in the United States."

Panda Ethanol expects to complete construction of the Hereford
refinery by Jan. 30, 2009.  The company has disclosed that it
may need to obtain additional working capital for the future
operation of the facility depending on future market conditions
and commodity pricing.

Panda Ethanol's 115-million gallon-per-year ethanol refinery,
located in Hereford, Texas, will be a biomass-fueled ethanol
plant.  The plant has been designed to annually refine an
estimated 38 million bushels of feedstock-grade corn into a clean
burning, renewable fuel for transportation needs.

                       About Panda Ethanol

Headquartered in Dallas, Texas, Panda Ethanol Inc. (OTC BB: PDAE)
-- http://www.pandaethanol.com/-- is working to reduce the  
nation's dependence on hydrocarbons and foreign oil by producing
clean, economic alternative energy.  The company is committed
to being the "greenest" ethanol producer in the United States.


PENN OCTANE: Standard General, et al., Disclose 37.07% Stake
------------------------------------------------------------
Standard General L.P., Standard General Master Fund L.P., Soohyung
Kim, and Nicholas J. Singer disclosed in a Securities and Exchange
Commission filing that they may be deemed to beneficially own
5,094,559 shares of Penn Octane Corporation's common stock,
representing 33.07% of the shares issued and outstanding.

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the company's Brownsville Terminal
Facility.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
Burton McCumber & Cortez, L.L.P., Brownsville, Texas, raised
substantial doubt about Penn Octane's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2005.

Burton McCumber pointed to the company's insufficient cash flow to
pay its obligations when due, inability to obtain additional
financing because substantially all of the company's assets are
pledged or committed to be pledged as collateral on existing debt,
existing credit facility may be insufficient to finance its
liquefied petroleum gas and Fuel Sales Business, and working
capital deficiency.

Penn Octane posted $1,436,000 in net loss on revenues of
$17,019,000 for the quarter ended June 30, 2008, compared to
$289,000 in net loss on $32,981,000 in revenues for the same
period last year.  At June 30, 2008, the company has $54,832,000
in total assets; $50,826,000 in total liabilities and minority
interest, including $39,664,000 in current liabilities; and
$4,006,000 in stockholders' equity.

Penn Octane disclosed in an August regulatory filing with the
Securities and Exchange Commission, that as of June 30, 2008, its
Rio Vista Energy Partners, L.P. unit was not in compliance with
all the covenants under Rio Vista's TCW Credit Facility although
no notice of default has been given to Rio Vista.  Rio Vista and
TCW are currently negotiating an amendment to the TCW Credit
Facility which would, among other things, allow Rio Vista to
regain compliance.  As a result of the non-compliance, the Company
has classified the TCW Credit Facility as a current liability as
required by general accepted accounting principles.

The TCW Credit Facility is a $30,000,000 senior secured credit
facility available to Rio Vista Penn LLC with a maturity date of
August 29, 2010. The TCW Credit Facility is secured by a first
lien on all of the company's oil and natural gas producing
properties and related assets in the state of Oklahoma, and
associated production proceeds.  The interest rate is 10.5%,
increasing to 12.5% if there is an event of default.  Payments
under the TCW Credit Facility are interest-only until December 29,
2008.  The TCW Credit Facility carries no prepayment penalty. Rio
Vista ECO LLC (an indirect, wholly-owned subsidiary of Rio Vista
and the direct parent of Rio Vista Penny and Rio Vista GO), Rio
Vista GO, GO and MV have each agreed to guarantee payment of the
Notes payable to the lenders under the TCW Credit Facility.

In a letter accompanying the company's financial report, Burton
McCumber said conditions continue to exist which raise substantial
doubt about the company's ability to continue as a going concern.


PEOPLE AGAINST DRUGS: Extends Schedules Filing to October 20
------------------------------------------------------------
The Hon. Stacey G.C. Jernigan at the U.S. Bankruptcy Court for the
Northern District of Texas extended the deadline for the filing of
People Against Drugs Affordable Public Housing Agency's schedules
and statement of financial affairs to Oct. 20, 2008, at 12:00 p.m.

On Oct. 7, 2008, the Debtor asked the Court to extend the deadline
for the filing of its Schedules and Statement of Financial
Affairs.  Rule 1007(c) states that the Court may extend the time
allowed for a debtor to file the statements and schedule of
financial affairs upon request of the debtor for cause and with
notice to parties including the U.S. Trustee.

The Debtor's schedules and statement of affairs were due to be
filed with the Court on Oct. 2, 2008.

The Meeting of Creditors has been reset for Oct. 23, 2008, at 1:30
p.m.

Garland, Texas-based People Against Drugs Affordable Public
Housing Agency -- http://www.peopleagainstdrugs.org/-- was a  
nonprofit founded in 1991 to help schools and police highlight the
dangers of drug abuse.  The company filed for Chapter 11
protection on Sept. 17, 2008 (Bankr. N. D. Tex. Case No.
08-34696).  Gerrit M. Pronske, Esq., at Pronske & Patel, P.C.,
represents the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of $10
million to $50 million.


PETTERS GROUP: 50 Support and Administrative Staff Face Layoffs
---------------------------------------------------------------
About 50 support and administrative staff at Petters Group
Worldwide LLC's Minnetonka headquarters and at the West Palm
Beach, Fla. office will be laid off, Star Tribune (Minneapolis-St.
Paul) reported Monday.  Andrea Miller, a spokesperson for the
company, said Thursday that some of the company's employees at
other U.S. locations may also lose their jobs.

Tom Petters, the founder and former CEO of Petters Group, remains
in federal custody on charges of mail and wire fraud, money
laundering and obstruction of justice.  

As reported in the Troubled Company Reporter on Oct. 13, 2008,
U.S. District Judge Ann Montgomery appointed Minneapolis
attorney Doug Kelley as receiver for Petters Group Worldwide LLC,
Petters Co. Inc. and other companies.  The order does not include
Sun Country Airlines, which filed a Chapter 11 bankruptcy petition
on Oct. 5, 2008.

"We are in the process of conducting a financial analysis of the
various companies and those that are determined to have value as
ongoing operations, we will endeavor to keep going," Mr. Kelley
said Thursday night.  "Other businesses may have to be sold or
closed," he said.

Mr. Kelley said he will ask try to obtain the release of the
Petters assets which were earlier frozen by the Court.  He said
that he will also be hiring several business consultants to help
him "maximize the ongoing nature" of Petters' businesses.

"I have had many discussions with creditors and I have solicited
their input as to those experts," Kelley said.  

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PIERCE COUNTY HOUSING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Pierce County Housing Authority
        603 S Polk Street
        Tacoma, WA 98445-0410

Bankruptcy Case No.: 08-45227

Type of Business: The Debtor offers affordable housing options to
                  Pierce County residents.
                  See: http://www.pchawa.org/

Chapter 11 Petition Date: October 13, 2008

Court: Western District of Washington (Tacoma)

Debtor's Counsel: Katriana L. Samiljan, Esq.
                  ksamiljan@bskd.com
                  Bush Strout & Kornfeld
                  601 Union St., Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of 20 largest unsecured creditors.


PROFESSIONAL TRADE: Files for Chapter 11 in Colorado
----------------------------------------------------
Professional Trade Supply of Colorado has filed for Chapter 11
bankruptcy protection because of a significant decline in demand
for its products and reduced credit lines with a bank and its
vendors, James Paton of the Rocky Mountain News reported Saturday.

According to the report, Professional Trade president Peter
Rincione said he opted to file for Chapter 11 because he believes
in the sustainability of the business, but he's "not positive
we're going to have a stable economy going forward."

Mr. Paton says that business bankruptcies have risen to more than
40% this year from the levels in 2007 because of the softening
economy and the tightening of credit.

Based in Aurora, Colo., Professional Trade Supply of Colorado,
Inc. dba PTS, buys tile and other flooring material from
manufacturers and sells it to dealers.  The company filed for
Chapter 11 relief on Sept. 29, 2008 (Bankr. D. Colo. Case No.
08-25078).  Lee M. Kutner, Esq., at Kutner Miller Brinen P.C.,
represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $1 million to
$10 million, and debts of $1 million to $10 million.


REPERFORMING LOAN: S&P Lowers Ratings on Two Trust Classes to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
following two classes from Reperforming Loan REMIC Trust 2005-R3:
class B-2 to 'BB' from 'BBB' and class B-1 to 'A-' from 'A'.  At
the same time, S&P affirmed its ratings on the three remaining
classes from this transaction.

The downgrades of classes B-2 and B-1 reflect collateral
performance that is negatively affecting available credit support.  
Monthly realized losses for this transaction have averaged
approximately $98,326 for the past 12 months and approximately
$85,702 over the past six months.  S&P believes, however, that
the average for the past six months is not indicative of the
transaction's overall performance.  Over the past year, losses
have vacillated between periods of relatively low monthly losses
(for example, a loss of $47,624 in September 2008) and periods
with spikes in monthly losses (for example, a loss of $170,850 in
April 2008).  S&P views this irregular trend negatively because it
does not seem to portend stable performance.

Moreover, the transaction's monthly losses diminished credit
support to the entire transaction by a total of approximately
$233,928 between August 2008 and September 2008.  The current
subordination is approximately $4,966,565 for the class B-1
certificate and $2,949,009 for the class B-2 certificate.

As of the September 2008 remittance period, cumulative losses for
series 2005-R3 were 0.52% of the original principal balance, total
delinquencies were 34.15% of the current principal balance, and
severe delinquencies were 14.40% of the current principal balance.

If delinquencies continue to translate into realized losses, S&P
will likely take further negative rating actions on the
outstanding classes from this transaction.     

The rating affirmations reflect current credit support levels that
S&P believes are sufficient to maintain the certificates at their
current rating levels.  Specifically, the current subordination is
approximately $9,227,320 for the class A certificate and
$6,985,066 for the class M certificate.

The transaction is 36 months seasoned, and the pool balance is
54.34% of the original balance.  Credit support for this
transaction is provided through subordination.

The collateral for these transactions originally consisted of
fully amortizing mortgage loans secured by first liens on one- to
four-family residential properties.  The loans were Federal
Housing Administration-insured and partially guaranteed by the
Department of Veterans Affairs or the Rural Housing Service.

                         Ratings Lowered

Reperforming Loan REMIC Trust 2005-R3
Trust certificates

               Rating
               ------
Class       To        From
-----       --        ----
B-1         A-        A
B-2         BB        BBB

                        Ratings Affirmed

Reperforming Loan REMIC Trust 2005-R3
Trust certificates

Class           Rating
-----           ------
A-F             AAA
A-S             AAA
M               AA


RICKY RUFFIN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ricky Lynn Ruffin
        2 Missionary Drive
        Brentwood, TN 37027

Bankruptcy Case No.: 08-09358

Chapter 11 Petition Date: October 13, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  stevelefkovitz@aol.com
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Ricky Lynn Ruffin's chapter 11 petition with list of 12 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?33d6


ROTECH HEALTHCARE: S&P Junks Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Rotech Healthcare Inc. to 'CCC' from 'B-'.  The outlook
is negative.

"This rating action reflects continued weak performance by Rotech,
and the expectation that two significant Medicare changes that
loom on the horizon, including a 9.5% cut on some of the company's
DME supplies and the implementation of rental caps on oxygen
equipment, will result in even worse performance in 2009," noted
Standard & Poor's credit analyst Alain Pelanne.  "As such, we view
the threat of default as more imminent."

The rating on Orlando, Florida-based Rotech continues to reflect
the company's clouded operating prospects, given the detrimental
impact of Medicare reimbursement reductions for the company's
products and services.  The rating also reflects Rotech's narrow
business focus, continued vulnerability to third-party
reimbursement and regulatory reform, and severely weakened
financial risk profile.  These challenges partially are offset by
the company's position as the third-largest provider in its niche
industry segment and by its geographic diversity.

Rotech provides home respiratory care services (about 89% of
revenues in the six months ended June 30, 2008) and durable
medical equipment and other services (about 11%).  The company
serves patients in 48 states through about 500 centers across the
country, principally in non-urban markets.  Rotech's concentration
in respiratory therapy exposes the company to changes in the
respiratory care field, including reimbursement pressures.
Medicare, Medicaid, and other governmental payors constituted 65%
of the company's revenues in the six months ended June 30, 2008.

The outlook is negative.  Significant business-related risks
continue to cloud the future, leaving the company highly
vulnerable, including to eventual default.  Chief among these
risks are how the company will address the significant
reimbursement cuts coming in 2009 as a result of oxygen rental
caps and a nationwide cut of 9.5% for a significant portion of the
company's supplies, beyond any other additional cuts Medicare may
enact.  S&P could lower the rating if the company violates its
loan covenant, as a result of reimbursement pressures, or has
increased liquidity restraints, possibly tied to issues with
working capital management.  In the less likely event that the
company is able to execute a successful transaction that shores up
its tenuous financial risk profile, credit improvement is
possible.


SAI'S CHILDREN: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sai's Children, Inc.
        dba Great Beginnings Preschool
        511 Encinitas Blvd., Suite 110
        Encinitas, CA 92024-3778

Bankruptcy Case No.: 08-10125

Chapter 11 Petition Date: October 13, 2008

Court: Southern District of California (San Diego)

Debtor's Counsel: Judith A. Descalso, Esq.
                  descalso@pacbell.net
                  960 Canterbury Pl., Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califsb08-10125.pdf


SANKATY HIGH: Fitch Junks Ratings on Three Note Classes
-------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by Sankaty
High Yield Partners II, L.P., and places two classes on Rating
Watch Negative.

Due to recent further declines in secondary loan prices, the class
D and E over-collateralization triggers have been breached.  If
the O/C breach is not cured within the 15-business-day grace
period outlined in the Indenture, a liquidation of the portfolio
could occur.  However, the ultimate timing of asset sales is still
to be determined, as the manager is contemplating a forbearance
agreement with the noteholders and lenders to liquidate the
collateral in an orderly fashion.

These rating actions are effective immediately:

  -- $347,000,000 class A-1 first senior secured notes remain at
     'AAA';

  -- $28,730,101 senior secured revolving credit facility remain
     at 'AAA';

  -- $75,000,000 class A-2 second senior secured notes at 'AA' are
     placed on Rating Watch Negative;

  -- $57,000,000 class B third senior secured notes at 'A' are
     placed on Rating Watch Negative;

  -- $77,000,000 class C senior subordinated notes are downgraded
     to 'CCC' from 'BBB';

  -- $37,500,000 class D subordinated secured notes are downgraded
     to 'CC' from 'BB';

  -- $22,500,000 class E junior subordinated secured are
     downgraded to 'CC' from 'B'.


SMITHFIELD FOODS: Moody's Cuts Corp. Family Rating at B1
--------------------------------------------------------
Moody's Investors Service lowered the long-term ratings of
Smithfield Foods, Inc., including the company's corporate family
rating and probability of default rating to B1 from Ba2.  LGD
assessments are also subject to adjustment.  This action was based
on Moody's expectation that credit metrics will remain weak in the
near term -- despite the anticipated receipt of proceeds from the
pending sale of Smithfield's beef business -- due to poor returns
in the hog production business and very high leverage.

The review for possible downgrade continues pending the receipt of
regulatory and other approvals for the sale of Smithfield's beef
business to JBS S.A.  Should the sale be completed soon and as
currently contemplated, Moody's is likely to confirm Smithfield's
new long-term ratings, although with a negative outlook given
Moody's concern that live hog prices may not increase
significantly until sometime in the company's fiscal 2010.  The
company's speculative grade liquidity rating was affirmed at
SGL-4.  Moody's prior rating action was placing the long-term
ratings under review for possible downgrade on June 12, 2008.

Ratings lowered and continuing under review for possible
downgrade:

  -- Corporate family rating to B1 from Ba2
  -- Probability of default rating to B1 from Ba2
  -- Senior unsecured debt to B3 from Ba3

Rating affirmed:

  -- Speculative Grade Liquidity Rating at SGL-4

Live hog prices, though higher, have trailed cash raising costs
for Smithfield for the last four quarters.  As a result, the
company has been reporting operating losses in its hog production
segment -- $129 million in the fourth fiscal quarter ended
April 27, 2008 and $38.8 million in the quarter ended July 27.  
Smithfield has responded with a plan to reduce its U.S. sow herd
by 4% to 5% which, along with lowered production by competitors,
could result in fewer market hogs in fiscal 2010 and higher
prices.

The September 19 projections by the USDA do show gradual price
increases.  In Moody's view, Smithfield's consolidated operating
profitability and cash flow are likely to remain pressured in the
near term, especially after the divestiture of its beef operation
when Smithfield's business will be concentrated in pork.  Moody's
notes that Smithfield, historically a serial acquirer, has been
free cash flow positive in only one of the last four fiscal years.

Smithfield has agreed to sell its beef processing and cattle
feeding operation to JBS S.A. for initial proceeds of $565 million
in cash, subject to regulatory and other approvals.  Proceeds to
Smithfield from the liquidation of cattle owned by Smithfield and
its Five Rivers operation over about 12 months following the
transaction are likely to exceed another $150 million, after
payment of Five Rivers' debt.  

This considerable inflow, which Moody's anticipates will be
applied primarily to debt reduction, will improve further
financial flexibility.  However, credit metrics post transaction
are not expected to be appropriate for Smithfield's previous
rating, given high pre-transaction debt levels and the erosion of
profit margins as a consequence of hog production operating
losses.

Smithfield's speculative grade liquidity rating of SGL-4 reflects
Moody's expectation that the company will rely on its external
sources of cash in order to cover capital expenditures, working
capital requirements, and scheduled debt maturities until profit
margins and internal cash flow generation strengthen.  
Smithfield's $1.3 billion domestic revolving credit expires in
August 2010, and 16% of its Euro 300 million revolving credit
expires in August 2009 and the remaining 84% in August 2010.  

The company has improved its liquidity profile recently by issuing
$400 million of senior convertible notes due in June 2013, selling
4.95% of common stock to China's largest national agricultural
trading company for about $122.1 million, and replacing
$150 million of outstandings under an uncommitted line with a
$200 million senior unsecured term loan due in a single payment in
August 2011.  Proceeds from these transactions were applied to
reduce or refinance debt, significantly increasing unused
availability under committed credit agreements.

As of September 26, 2008, Smithfield had over $500 million in
committed availability, and the company is no longer reliant on
uncommitted facilities.  The next material debt maturities are
$117 million of subsidiary debt in February 2009 and a
$300 million bond in October 2009.  Headroom under financial
covenants will not be abundant until operating performance
improves.  International assets are generally unencumbered, and
the company's bank facility permits the establishment of an
accounts receivable facility for up to 5% of total assets.

Moody's continuing review will focus on the timing of the
divestiture of the company's beef business and the receipt of
divestiture proceeds, as well as the application of proceeds
primarily to debt reduction.

Smithfield Foods, Inc., headquartered in Smithfield Virginia, is
the world's largest pork producer and processor and the fifth
largest US beef processor.  Sales for the twelve months ended
July 27, 2008, excluding the revenues of the discontinued beef
business, were approximately $11.9 billion.


SOLIDUS NETWORKS: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
The Hon. Thomas B. Donovan of the United States Bankruptcy Court
for the Central District of California converted the Chapter 11
case of Solidus Networks, Inc., and its debtor-affiliates to a
Chapter 7 liquidation proceedings.  Judge Donovan held that the
Debtor's conversion request is reasonable and appropriate within
the meaning of Section 1112(b) of the United States Bankruptcy
Code.

In their motion, the Debtors told the Court that they have sold
certain non-core divisions, including:

  -- ATM Direct division for $600,000, less $120,000 paid to cure
     arrearages under the various contracts assigned in connection
     with the sale;

  -- Pay By Touch Payment Solutions division for $1,000,000 in a
     deal that closed on April 21, 2008;

  -- Pay By Touch Processing division for $1,150,000 in a
     transaction completed on April 3, 2008; and

  -- Paycheck Secure division for $4,200,000, less $156,000 paid
     to cure arrearages under the various contracts in connection
     with the sale.

The Debtors and its lenders, with the support of the Official
Committee of Unsecured Creditors, entered into a credit bid deal
for (i) a transfer of the Debtors' biometric business, excluding
any executory contracts unexpired leases to a designee of the
lenders; (ii) a payment by the lenders of as much as $4,400,000 to
the bankruptcy estates; (iii) a release by the lenders of their
liens and superpriority administrative claims; and (iv) a release
of the lenders by the bankruptcy estates.

Neither MasterCard's $315,000 bid for certain intellectual
property assets nor the Debtors' noteholders' $1,000,000 offer for
the Debtors' ownership interest in S&H Markting Inc. resulted
in an offer that was within the acceptable range of fair value,
according to Jefferies & Company, the Debtors' investment
banker.

The Debtors' biometric asset ceased operation in late March 2008
due to lack of funding and market conditions.

                      About Solidus Networks

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric      
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Nov. 16, 2007, the Chancery Court appointed Thomas Lumsden, at
FTI Consulting Inc., as custodian pendite lite for the company.  
Mr. Lumsden borrowed up to $9 million "gap period" financing
facility, which enabled the company to stabilize its affairs.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.  Bruce Bennett,
Esq., James O. Johnston, Esq., and Lance Miller, Esq., at
Hennigan, Bennett & Dorman LLP, represent the Debtor in its
restructuring efforts.  The Debtors' schedules show total assets
of $75,698,454 and total liabilities of $330,618,305.

The United States Trustee for Region 16 has established a four-
member official committee of unsecured creditors in the Debtors'
cases.  Stutman Treister & Glatt PC represents the Official
Committee of Creditors Holding Unsecured Claims.


SPORTS COLLECTIBLES: U.S. Trustee Sets 341(a) Meeting for Oct. 30
-----------------------------------------------------------------
The United States Trustee for the District of Delaware will
convene a meeting of creditors of Sports Acquisition Corp. dba BC
Sports Collectibles at 9:30 a.m., on Oct. 30, 2008, in Room 2313
at 844 King Street in Wilmington.

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

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

Based in West Chester, Pennsylvania, Sports Collectibles
Acquisition Corp. -- http://www.bcsports.com/-- operates 45  
retail stores located in regional shopping malls around the United
States.  The company offers sports related merchandise and
apparel.  The company filed for Chapter 11 protection on Sept. 21,
2008 (Bankr. D.Del. Case No. 08-12170).  Andrew C. Kassner, Esq.
and Howard A. Cohen, Esq. at Drinker Biddle & Reath LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors it listed assets of $10 million
to $50 million and debts of $10 million to $50 million.


SPORTS COLLECTIBLES: U.S. Trustee Forms 7-Member Creditors' Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, formed the
Official Committee of Unsecured Creditors of Sports Collectibles
Acquisition Corp. with seven members, consisting of:

     1. Simon Property Group
        Attn: Ronald M. Tucker
        225 West Washington St.
        Indianapolis, IN 46204
        Tel: (317) 233-2346
        Fax: (317) 263-7901

     2. General Growth Properties, Inc.
        Attn: Julie Minnick Bowden
        110 North Wacker Drive
        Chicago, IL 60606
        Tel: (312) 960-2707
        Fax: (312) 442-6374

     3. Sports Licensed Division of the Adidas Group, LLC
        Attn: Frank Sebastian
        8677 Logo Athletic Ct.
        Indianapolis, IN 46219
        Tel: (317) 895-7185
        Fax: (317) 895-7256

     4. Dallas Cowboys Merchandising, Ltd.
        Attn: Dale A. Knox
        4251 W. John Carpenter Frwy.
        Irving, TX 75063
        Tel: (972) 785-4951
        Fax: (972) 785-4942

     5. The Topps Company, Inc.
        Attn: Thomas M. Ryan
        One Whitehall St.
        New York, NY 10004
        Tel: (212) 376-0300 x 434
        Fax: (212) 376-0573

     6. Photo File, Inc. (PF Framing)
        Attn: Charles H. Singer
        333 N. Bedford Rd., Suite 131
        Mt. Kisco, NY 10549
        Tel: (914) 375-6000
        Fax: (914) 375-6009

     7. Sports Images, Inc.
        Attn: John Capiuanno
        26 Gill Street
        Woburn, MA 01801
        Tel: (781) 938-4340
        Fax: (781) 937-9638

Based in West Chester, Pennsylvania, Sports Collectibles
Acquisition Corp. -- http://www.bcsports.com/-- operates 45  
retail stores located in regional shopping malls around the United
States.  The company offers sports related merchandise and
apparel.  The company filed for Chapter 11 protection on Sept. 21,
2008 (Bankr. D.Del. Case No. 08-12170).  Andrew C. Kassner, Esq.
and Howard A. Cohen, Esq. at Drinker Biddle & Reath LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors it listed assets of $10 million
to $50 million and debts of $10 million to $50 million.


SUNCAL COS: Suspends Oakland Work Due to Funding Problem
--------------------------------------------------------
Jessica Saunders of East Bay (N.C.) Business Times reports that
SunCal Cos. is suspending operations at the former Oak Knoll Naval
Hospital because of funding issues caused by the Lehman Bros.
bankruptcy.  Lehman Bros. was SunCal's lender for the project,
according to the report.

SunCal, in a statement said, work at the Oakland site, a
$100.5 million land purchase and redevelopment project, will be
suspended to protect consultants and contractors.  SunCal
spokesman Joe Aguirre did not have an estimate of the number of
employees affected by the work suspension, the report said.  

                     About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than     
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

As reported by the Troubled Company Reporter on Sept. 19, 2008,
creditors have filed bankruptcy petition against a partnership of  
SunCal Cos. and one of its biggest financiers, Lehman Brothers  
Holdings Inc. of New York, in the U.S. Bankruptcy Court for the  
Central District of California.  Creditors also filed bankruptcy  
petitions against three of the SunCal-Lehman Brothers  
partnership's larger planned developments in Bakersfield and  
Riverside County, which are slated for auction.


SYNCHRONOUS AEROSPACE: Moody's Withdraws Low-B Ratings & Outlooks
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings and
outlook of Synchronous Aerospace Group.  The ratings and outlook
that have been withdrawn:

  -- Corporate family rating of B2 . . . withdrawn

  -- Probability of default rating of B3 . . . withdrawn

  -- $20 million senior secured revolving credit facility due
     August 2013 rating of B2 LGD3, 33% . . . withdrawn

  -- $75 million senior secured term loan due August 2014 rating
     of B2 LGD3, 33% . . . withdrawn

  -- Stable outlook . . . withdrawn

Synchronous Aerospace Group headquartered in Santa Ana,
California, is a manufacturer of structural components for the
commercial and military aerospace and space industries.


SYNTAX-BRILLIAN: Court Orders Olevia Int'l to Complete Purchase
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware ruled that TCV Industries Co.
affiliate Olevia International Group, LLC, should be compelled to
acquire Syntax-Brillian Corp. and its debtor-affiliates.  The
Debtors and Olevia International are now in dispute over the exact
wording that should be included in the Court's formal ruling.

According to Troubled Company Reporter, Olevia International
accused the Debtors on Sept. 10, 2008, of violating their sale
contract by losing business from Target Corp., the Debtors' main
customer.  The following day, the Debtors filed a lawsuit asking
the Court to compel Olevia International to complete the purchase.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- http://www.syntaxbrillian.com/-- manufactures and markets LCD  
HDTVs, digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  Five members compose the Official
Committee of Unsecured Creditors.  Epiq Bankruptcy Solutions, LLC
is the Debtors' balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TERRAPIN INDUSTRIES: Court Orders Manhattan Property Foreclosing
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Southern District of New York allowed secured lender
BRT Realty Trust to foreclose on the 123 West 15th Street property
of Terrapin Industries, LLC, in Manhattan after the Debtor failed
to pay $5.9 million in satisfaction of BRT Realty's $8 million
mortgage within the alloted time in accordance to a pre-bankruptcy
settlement between the two parties.

When it filed for bankruptcy, the Debtor admitted that the
property was only worth $6 million.

New York, New York-based Terrapin Industries, LLC, owns property
at 123 West 15th Street in Manhattan intended for development into
four condominium units.

The Company filed for Chapter 11 bankruptcy protection on Sept. 2,
2008 (Bankr. S.D. N.Y. Case No. 08-13409).  Kevin J. Nash, Esq.,
at Finkel Goldstein Rosenbloom Nash, LLP, represents the Debtor in
its restructuring efforts.  When it filed for bankruptcy, the
Debtor listed $6,294,267 in total assets and $12,264,616 in total
debts.


TARGA RESOURCES: S&P's Rating Unmoved by $50MM Repurchase Program
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Targa
Resources Partners L.P. (Partners; BB-/Stable/--) are unaffected
by the announcement that the board of directors of Targa Resources
GP LLC, its general partner, has authorized a program for Partners
to repurchase up to $50 million of its common units from time to
time through Dec. 31, 2009.  S&P believes that the unit repurchase
will not materially alter Partners' credit metrics and that the
company will have ample liquidity over the next 15 months.


TEKNI-PLEX INC: Names Robert Larney as Chief Financial Officer
--------------------------------------------------------------
Tekni-Plex, Inc. disclosed in a Securities and Exchange Commission
filing that on Oct. 3, 2008, it entered into an employment
agreement with Robert M. Larney in connection with his services as
the company's Chief Financial Officer, effective Oct. 8, 2008.

Under the terms of the Agreement, Mr. Larney will be entitled to
receive an annual base salary of $425,000 and will be eligible to
receive a performance-based annual cash bonus in a range of 50% to
100% of his annual base salary based on achievement of targets set
by the company's Board of Directors in consultation with the Chief
Executive Officer.

Additionally, Mr. Larney will be granted stock options pursuant to
an incentive stock option plan representing 1.25% of the Company's
Common Stock at various strike prices.

On Oct. 8, 2008, Gary Schafer ceased to be the Interim Chief
Financial Officer of the Company after Mr. Larney was appointed by
the board as Chief Financial Officer.  Mr. Schafer will resume his
position as interim controller of the Company's Colorite division.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-  
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

                            *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.


TENNECO INC: Fitch Affirms Sub. Notes' Rating at 'B'; Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings of Tenneco, Inc. as:

  -- IDR at 'BB-';
  -- Senior secured bank credit facility at 'BB+';
  -- Senior secured notes at 'BB';
  -- Senior unsecured notes at 'BB-';
  -- Subordinated notes at 'B'.

Fitch has also revised Tenneco's Rating Outlook to Negative from
Stable.

The Outlook revision reflects the potential impact of global
automotive production cuts on Tenneco's near-term operating
performance and leverage.  Deep production cuts by domestic
manufacturers in Tenneco's major product platforms, as well as a
decline in European auto production, are expected to more than
offset potential growth in Tenneco's global customer base and
products through at least the next several quarters.  Cash flow
may turn modestly negative during this period, but flexibility in
capital expenditures and growth spending should provide Tenneco
with the flexibility to limit any near-term cash drains.  Over the
last several years, Tenneco has consistently improved leverage
metrics.

Liquidity remains healthy, with cash of $164 million at June 30,
2008 and available revolving credit capacity of approximately
$351 million during Tenneco's seasonally high borrowing period.  
Despite difficult industry conditions over the past several years,
Tenneco has consistently improved leverage metrics through growth
in EBITDA, with debt remaining relatively flat.  Tenneco appears
to have a comfortable amount of room under its 4.0 times leverage
covenant, although an inability to ratchet down costs in line with
the expected decline in near-term industry production will reduce
some of this buffer in 2009 when the covenant requirement steps
down to 3.75x.  The revolving credit agreement was negotiated in
early 2007, and matures in several parts starting in 2012.

Tenneco makes moderate use of short-term securitization facilities
in Europe ($96 million at June 30, 2008) and in the U.S.
($120 million at June 30, 2008), with adequate room under its
revolving credit facilities in the events that these
securitization facilities are no longer available as a result of
conditions in the credit and automotive markets.  Tenneco has a
modestly underfunded pension plan, which due to losses in the
equity and fixed income markets in 2008, is likely to require
incremental contributions over the near term.

Short-term results for the industry are expected to be dismal
given the extended shutdowns among U.S. manufacturers and the
decline in global production expected in 2009.  Tenneco's cost
structure is sufficiently flexible to moderate margin
deterioration over this period, and the recent decline in
commodity prices should also be a positive for margin performance.  
Escalating material prices have materially hampered supplier
margins over the past several years.

Tenneco's capital expenditures have significantly increased in
2008 in order to finance the company's expansion, and a slower
pace of investment will likely occur in order to better manage
cash flow during the current environment.  Tenneco also had a
modest amount of acquisition activity which may not recur over the
near term.

Over the longer-term, Tenneco's expanding position in the growing
emissions segment positions the company well to expand customers
and volumes.  Tenneco's migration to more technological, value-
added products should also support margins.  Tenneco has a history
of efficient working capital management and manufacturing cost
improvements, helping to offset expected cyclical volume declines.  
Fitch may downgrade Tenneco's ratings if an extended downturn in
global automotive production results in Fitch lowering its
projections of Tenneco's negative cash flows through 2009 and into
2010.


TIERS(R) WOLCOTT: Moody's Cuts $10.5MM Notes Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by TIERS(R) Wolcott Synthetic CDO Floating Rate Credit
Linked Trust, Series 2007-31:

Class Description: $10,500,000 TIERS(R) Wolcott Synthetic CDO
Floating Rate Credit Linked Trust Certificates, Series 2007-31

  -- Prior Rating: Baa2
  -- Prior Rating Date: 9/28/2007
  -- Current Rating: B3

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under
Chapter 11 of the U.S. Bankruptcy Code on September 15, 2008,
Washington Mutual Inc., which was seized by federal regulators on
Sept. 25, 2008 and subsequently virtually all of its assets were
sold to JPMorgan Chase, and Fannie Mae and Freddie Mac, which were
placed into the conservatorship of the U.S. government on
September 8, 2008.


TRUMP ENTERTAINMENT: Moody's Chips Ratings on Revenue Decline
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of Trump
Entertainment Resort Holdings, LP in response to the New Jersey
Casino Control Commission's recent announcement that September
2008 casino revenues for the Taj Mahal, Trump Plaza, and Trump
Marina declined 10%, 22.7%, and 24.7%, respectively.  This
compares to an overall monthly decline in Atlantic City casino
revenues of 15.1%, the largest monthly decline in that market's
history.  The rating outlook is negative.

These ratings were lowered:

  -- Probability of default rating to Caa2 from Caa1

  -- Corporate family rating to Caa1 from B3

  -- $1.25 billion senior secured notes due 2015 to Caa2
     (LGD4, 53%) from Caa1 (LGD4, 53%)

  -- Speculative grade liquidity rating to SGL-4 from SGL-3

The downgrade reflects the continued decline in the overall
Atlantic City gaming market revenue and the negative impact this
will have on TER's already weak credit metrics.  Debt/EBITDA for
the latest 12-month period ended June 30, 2008 was over 12 times,
and will likely increase as a result of the reported gaming
revenue declines.  Worth noting is that TER has the option to use
the proceeds from the proposed Trump Marina sale to reduce debt.
However, there is no assurance that this transaction will close.

Additionally, to the extent the sale does close as expected, any
reduction in debt from the application of sale proceeds will not
likely be enough to materially improve TER's long term financial
profile, particularly given the current difficult operating
environment.

The negative outlook and SGL-4 speculative grade liquidity rating
acknowledge the lack of near-term earnings visibility in the
gaming sector, particularly with respect to the Atlantic City
gaming market which has experienced a substantial year-to-date
decline in casino revenue.  Although TER has no material near-term
debt maturities and no meaningful financial covenants, negative
revenue and EBITDA trends going forward could create a liquidity
problem for the company.  The sale of Trump Marina, TER's least
profitable asset, would have a positive impact on the company's
near-term liquidity, particularly if asset sale proceeds are used
to repay debt.

However, short of a significant improvement in operating results
and/or a material equity contribution, failure to complete the
proposed sale as currently planned could put the company in the
position of having to refinance its debt in a manner that
materially lowers its debt service obligations going forward.

Moody's previous rating action for TER was the April 14, 2008
downgrade of the company's probability of default rating to Caa1
from B3 and the assignment of a negative rating outlook.

TER owns and operates the Trump Taj Mahal Casino Resort, Trump
Plaza Hotel and Casino and the Trump Marina Hotel Casino in
Atlantic City, New Jersey.  Net revenue for the latest 12-months
ended June 30, 2008 was about $970 million.


UCFC FUNDING: Fitch Takes Actions on Manufactured Housing Issues
----------------------------------------------------------------
Fitch Ratings has taken rating actions on UCFC Funding Corp.
manufactured housing issues:

Series 1996-1
  -- Class A-6 upgraded to 'AA' from 'AA-';
  -- Class M remains at 'C/DR3';
  -- Class B-1 remains at 'C/DR6'.

Series 1997-1
  -- Class A-4 affirmed at 'AAA';
  -- Class M remains at 'C/DR2';
  -- Class B-1 remains at 'C/DR6'.

Series 1997-2
  -- Class M remains at 'CC/DR1';
  -- Class B-1 remains at 'C/DR6'.

Series 1997-3
  -- Class A-4 affirmed at 'BB+';
  -- Class M remains at 'C/DR5';
  -- Class B-1 remains at 'C/DR6'.

Series 1997-4
  -- Class A-4 affirmed at 'BBB-';
  -- Class M remains at 'C/DR5';
  -- Class B-1 remains at 'C/DR6'.

Series 1998-1
  -- Class A-3 affirmed at 'BBB-';
  -- Class M remains at 'C/DR6';
  -- Class B-1 remains at 'C/DR6'.

Series 1998-2
  -- Class A-3 upgraded to 'AAA' from 'BBB+';
  -- Class A-4 affirmed at 'B';
  -- Class M-1 remains at 'C/DR6'.

Series 1998-3
  -- Class A-1 affirmed at 'B';
  -- Class M-1 remains at 'C/DR5';
  -- Class M-2 remains at 'C/DR6'.


UNITED GUARANTY: S&P Slashes Ratings to 'BB+' from 'A-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on United Guaranty Residential
Insurance Co. and United Guaranty Mortgage Indemnity Co. to 'A-'
from 'A+'.  At the same time, S&P lowered its rating on AIG United
Guaranty Insurance (Asia) Ltd. to 'A-' from 'A+'.  In addition,
S&P lowered its ratings on UGRIC and UGI Asia's immediate parent,
United Guaranty Corp., to 'BB+' from 'A-'.

Subsequently, S&P withdrew its ratings on UGC at the company's
request.  Standard & Poor's also revised the CreditWatch status of
all the ratings, including the 'BBB+' ratings on United Guaranty
Residential Insurance Co. of NC, to negative from developing. (The
'BBB+' ratings on UGRIC-NC remain unchanged.)

"The downgrade of UGRIC reflects a change in our opinion of
UGRIC's importance to its ultimate parent, AIG, as well as the
extremely challenging conditions in the mortgage industry," said
Standard & Poor's credit analyst James Brender.  Previously, S&P
viewed UGRIC as a core subsidiary to UGC and its parent, AIG.  
Therefore, S&P equalized the ratings on UGRIC with the ratings on
the other core members of the group.  Now, S&P views UGRIC as
non-strategic subsidiaries of AIG.  The newly enhanced support
agreement does not conflict with any of AIG's existing agreements.

The rating on UGI Asia reflects its stand-alone financial
strength, with two notches of support for arrangements similar to
those in place for UGRIC.  The development of UGI Asia's
competitive position and operating performance has remained
consistent with what S&P expected when it assigned a rating on UGI
Asia in January 2007.  UGI Asia's risk-in-force has increased
significantly to $336 million on June 30, 2008, from $3 million on
Sept. 30, 2007.  The housing and mortgage markets in Asia are
stronger than those in the U.S. and Europe. Tremendous growth
makes it difficult to compare UGI Asia's overall delinquency rate
with those in other countries, but very few insured loans have
become delinquent in Hong Kong and South Korea.

The 'BB+' rating on UGC reflected standard notching from UGRIC's
stand-alone financial strength rating.


VINEYARD CHRISTIAN: Section 341(a) Meeting Scheduled for Dec. 2
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Vineyard
Christian Fellowship of Malibu's creditors on Dec. 2, 2008, at
Room 105, 21051 Warner Center Lane, Woodland Hills, California
91367.

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

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

Malibu, California-based Vineyard Christian Fellowship of Malibu
filed for Chapter 11 protection on Sept. 12, 2008 (Bankr. C. D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor in its restructuring
effort.  The Debtor listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


VONAGE HOLDINGS: SEC Keeps Registration Info Classified
-------------------------------------------------------
Vonage Holdings Corp. disclosed in a Securities and Exchange
Commission filing that the SEC's Division of Corporation Finance
has granted its request for an extension of a previous grant of
confidential treatment for information it excluded from exhibits
to a Form S-1 registration statement filed on Feb. 8, 2006.

The Corporation Finance Division also has granted Vonage's request
for confidential treatment for information it excluded from
exhibits to a Form 10-Q filed on May 15, 2007, as amended on March
28, 2008.

Kathleen Krebs, Special Counsel for the Division of Corporation
Finance, said the information qualifies as confidential commercial
or financial information under the Freedom of Information Act.  

Excluded information from the Form S-1 registration statement
exhibit will not be released to the public for the time period
specified:

      Statement of services to the
      OSS Master Services Agreement  through December 27, 2009

      Amendment #4 to the
      Agreement for Services         through July 8, 2008

Excluded information from the Form 10-Q exhibit will not be
released to the public for the time period specified:

        Exhibit 10.13           through May 29, 2009
        Exhibit 10.16           through December 31, 2008

                    About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband              
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage Holdings's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


WOODSIDE GROUP: Section 341(a) Meeting Scheduled for Nov. 19
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Woodside
Group LLC's creditors on Nov. 19, 2008, at 1:30 p.m., at Room
100B, 3420 Twelfth St., Riverside, California 92501.

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

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

Woodside Group LLC and its debtor-affiliates --
http://www.woodside-homes.com/-- are homebuilders.  The Debtor    
group, together with several other homebuilders, is continuing to
develop the Inspirada master-planned community in Henderson,
Nevada.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc Group
of Noteholders commenced the filing of involuntary petitions
against the remaining 185 debtors.  On Aug. 20, 2008, JPMorgan
Chase Bank, N.A., on behalf of the Bank Group, commenced the
filing of certain Joinders in the Involuntary Petition.  On Sept.
16, 2008, the Debtors filed a "Consolidated Answer to Involuntary
Petitions and Consent to Order for Relief" and the Court entered
the "Order for Relief Under Chapter 11."

The 187 Debtors are jointly administered under Case No. 08-20682.  
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., Debra I.
Grassgreen, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, California, represent the
Debtors.  Susy Li, Esq., and Michael A. Sherman, Esq., at Bingham
McCutchen LLP, in Los Angeles; and Michael J. Reilly, Esq.,
Jonathan B. Alter, Esq., and Mark W. Deveno, Esq., at Bingham
McCutchen in Hartford, Connecticut, act as counsel to the Ad Hoc
Group of Noteholders.  Donald L. Gaffney, Esq., at Snell & Wilmer
LLP, in Phoenix, Arizona; and Michael B. Reynolds, Esq., and Eric
S. Pezold, Esq., at Snell & Wilmer in Costa Mesa, California,
serve as counsel for JPMorgan Chase Bank, N.A., as Administrative
Agent to Participant Lenders.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis. As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.


YUMA MARKET: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Yuma Market Coronado's, LLC
        890 E. 24th Street
        Yuma, AZ 85365

Bankruptcy Case No.: 08-14093

Type of Business: The Debtor operates a chain of grocery stores.

Chapter 11 Petition Date: October 13, 2008

Court: District of Arizona (Yuma)

Debtor's Counsel: Thomas Allen, Esq.
                  tallen@asbazlaw.com
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor did not file a list of 20 largest unsecured creditors.


ZVUE CORP: Gets Notices of Non-Compliance with Nasdaq Rules
-----------------------------------------------------------
ZVUE Corporation received several letters from the NASDAQ Stock
Market regarding the company's non-compliance with various
Marketplace Rules.

On Oct. 7, 2008, the company received a letter from the NASDAQ
notifying the company that the terms of Amendment No. 1, dated
as of July 20, 2008, to the Asset Purchase Agreement, dated as
of Aug. 1, 2007, between the company, its subsidiary and Eric's
Universe, Inc could result in the issuance of certain shares of
the company's common stock without stockholder approval.  

NASDAQ indicated in the letter that Eric and Neil Bauman, who
control EU, were employees of the company when the Amendment was
entered into, thus triggering the shareholder approval
requirement of Marketplace Rule 4350(i)(1)(A).

Furthermore, NASDAQ's letter stated that Amendment No. 1 to the
APA provides for the potential issuances of future priced
securities, which may result in nearly unlimited potential
issuances of the company's common stock at a discount to the
market price of the company's common stock on the date of
Amendment No. 1.  As a result, NASDAQ asserted that Amendment
No. 1 also required shareholder approval under Marketplace Rules
4350(i)(1)(C) and 4350(i)(1)(D).

The company and EU entered into a letter agreement, dated as of
Oct. 6, 2008, modifying the terms of Amendment No. 1 to the APA.
Under the letter agreement, the parties agreed that the company
shall not issue EU any common stock unless, and until, the
company has obtained stockholder approval for such issuance in
accordance with Marketplace Rule 4350(i) that would not have been
required to be issued by the company to EU by the APA without
giving effect to Amendment No. 1.  The NASDAQ has determined that
the company has regained compliance with the Marketplace Rules
identified in its letter of Oct. 7, 2008.

In addition, the company received two other letters from the
NASDAQ regarding non-compliance with Marketplace Rules 4350(c)(1)
and 4350(d)(2).  One letter notified the company that, because
it has just two independent directors on its five member board,
it does not meet the independent director requirements for
continued listing on the Nasdaq Stock Market.  The NASDAQ has
advised the company that it is reviewing the company's
eligibility for continued listing on the Nasdaq Stock Market,
and has asked that the company provide the NASDAQ with a specific
plan and timetable to achieve compliance with the Rule by
Oct. 21, 2008.

The other letter notified the company that, as a result of the
resignation of Ulysses Curry Jr., chairman of the board and
interim CEO, from the company's audit committee, the company no
longer complies with Nasdaq's audit committee requirements.  
However, consistent with Marketplace Rule 4350(d)(4), NASDAQ will
provide the company with a cure period until the company's next
annual shareholders' meeting in order to regain compliance with
Nasdaq's audit committee requirements.

                         About ZVUE Corp.

Based in San Francisco, ZVUE Corporation (Nasdaq: ZVUE)
-- http://www.zvue.com/-- is a global digital entertainment      
company.  ZVUE(TM) personal media players are mass-market priced
and currently available for purchase online and in Wal-Mart stores
throughout the U.S.

                       Going Concern Doubt

Salberg & company, P.A., in Boca Raton, Florida, expressed
substantial doubt about ZVUE Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's net loss of $18,188,833 and net cash used
in operations of $12,156,127 for the year ended Dec. 31, 2007, and  
accumulated deficit of $41,218,007 at Dec. 31, 2007.

The company has incurred losses and negative cash flows from
operations and has an accumulated deficit at June 30, 2008, of
$56,897,000.  The company posted $8,120,000 in net losses on
$1,737,00 for the quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,002,000 in total current assets
available to pay $6,856,000 in total current liabilities.


* Fitch Trims Ratings on 10 Tranches From Seven CLOs
----------------------------------------------------
Fitch Ratings has downgraded 10 tranches from seven total rate of
return collateralized loan obligations.  Fitch has also placed
three tranches on Rating Watch Negative.

The actions are a result of the continued decline in loan prices
in the secondary market that are placing significant stress on
total rate of return transactions.  These market value declines
may lead to additional portfolio liquidations should remedies
under discussion fail to materialize.

These rating actions are effective immediately:

  -- Structured Enhanced Return Vehicle Trust, series 2001-6
     (SERVES 2001-6)

  -- $71,250,000 notes, rated 'BBB+', placed on Rating Watch
     Negative.

Loan Funding Corp 2003-1

  -- $25,000,000 class A downgraded to 'CCC' from 'B' and removed
     from Rating Watch Negative;

  -- $12,000,000 class B remains at 'CCC.

Malibu Loan Fund, LLC

  -- $110,800,000 class B downgraded to 'CCC' from 'B' and removed
     from Rating Watch Negative.

Bryn Mawr CLO II Ltd.

  -- $126,000,000 class A-1 revolving notes downgraded to 'CCC'
     from 'B';

  -- $250,000,000 class A-2 term notes downgraded to 'CCC' from
     'B';

  -- $20,000,000 class B remains at 'CCC';

  -- $40,223,000 class C remains at 'CCC';

  -- $27,865,000 class D remains at 'CCC';

  -- $900,000 class E-1 remains at 'CCC';

  -- $900,000 class E-2 remains at 'CCC'.

Fall Creek CLO, Ltd.

  -- $157,500,000 class A-1 revolving notes downgraded to 'CCC'
     from 'B';

  -- $312,500,000 class A-2 downgraded to 'CCC' from 'B';

  -- $29,167,000 class B remains at 'CCC';

  -- $47,000,000 class C remains at 'CCC';

  -- $6,857,000 class D-1 remains at 'CCC';

  -- $5,167,000 class D-2 remains at 'CCC'.

LCM VII, Ltd.

  -- $126,000,000 class A-1 revolving notes downgraded to 'CCC'
     from 'B';

  -- $250,000,000 class A-2 term notes downgraded to 'CCC' from
     'B';

  -- $20,000,000 class B remains at 'CCC';

  -- $42,763,000 class C remains at 'CCC';

  -- $29,040,000 class D remains at 'CCC';

  -- $937,000 class E-1 remains at 'CC';

  -- $937,000 class E-2 remains at 'CC'.

Structured Enhanced Return Vehicle Trust, series 2006-1 (SERVES
2006-1)

  -- $157,500,000 class A-1 revolving notes downgraded to 'B' from
     'BB' and placed on Rating Watch Negative;

  -- $312,500,000 class A-2 downgraded to 'B' from 'BB' and placed
     on Rating Watch Negative;

-- $29,167,000 class B remains at 'CCC';

  -- $50,000,000 class C remains at 'CCC';

  -- $2,080,000 class D-1 remains at 'CCC';

  -- $2,087,000 class D-2 remains at 'CCC'.


* S&P Downgrades Ratings on 48 Cert. Classes From 48 Subprime RMBS
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 48
classes of mortgage pass-through certificates from 14 U.S.
subprime residential mortgage-backed securities transactions
issued between 2003 and 2004.  S&P removed two of the lowered
ratings from CreditWatch with negative implications.  
Additionally, S&P affirmed its ratings on 53 classes of
certificates from 12 of the 14 transactions that experienced
downgrades and on Option One Mortgage Loan Trust 2003-2, which is
the only transaction from this review that did not incur any
downgrades.

The lowered ratings reflect the performance of the underlying
subprime collateral as of the September 2008 remittance period.

S&P lowered five ratings to 'D' because the classes experienced
principal write-downs in most recent months.  The other downgrades
reflect the deterioration of credit enhancement, projected losses
based on the amount of loans in the transactions' delinquency
pipelines, and actual loss severities experienced by the deals.  
Overcollateralization, excess interest, and subordination provide
credit support for all of the deals S&P reviewed; however, O/C is
below its target for all of the deals except for Morgan Stanley
ABS Capital I Inc. Trust 2004-HE9.

As of the September remittance period, total delinquencies for the
reviewed deals ranged from 13.48% (Morgan Stanley ABS Capital I
Inc. Trust 2004-NC4) to 32.27% (Aegis Asset Backed Securities
Trust 2004-6) of the respective current principal balances, while
serious delinquencies ranged from 8.47% (Morgan Stanley ABS
Capital I Inc. Trust 2003-NC7) to 23.70% (Aegis Asset Backed
Securities Trust 2004-6).  Cumulative losses ranged from 0.99%
(GSAMP Trust 2003-FM1) to 9.87% (GSAMP Trust 2004-SEA2) of the
respective original principal balances as of the September 2008
remittance period.  

The seasoning of the deals reviewed ranged from 45 months (Aegis
Asset Backed Securities Trust 2004-6 and Fremont Home Loan Trust
2004-4) to 66 months (GSAMP Trust 2003-FM1 and Option One Mortgage
Loan Trust 2003-2) as of the September 2008 remittance period.
Seven of the deals reviewed were issued in 2003 and seven were
issued in 2004, and the pool factors ranged from 4.57% (GSAMP
Trust 2003-FM1) to 37.36% (GSAMP Trust 2004-SEA2) of the original
principal balances.

The affirmations reflect adequate credit support that is
sufficient to maintain the ratings at their current levels as of
the September 2008 reporting period.

                           Rating Actions

Aegis Asset Backed Securities Trust
Series      2003-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2         00764MAW7     A              AA-
M3         00764MAX5     B-             BB
B          00764MAY3     CC             CCC

Aegis Asset Backed Securities Trust 2004-6
Series      2004-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         00764MDZ7     BBB-           A
B1         00764MEA1     BB-            A-
B2         00764MEB9     B-             BBB
B3         00764MEC7     CCC            B+

Fremont Home Loan Trust 2004-4
Series      2004-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        35729PGX2     BBB-           A/Watch Neg
M-6        35729PGY0     BB-            BBB
M-7        35729PGZ7     B-             BB-
M-8        35729PHA1     CCC            B-
M-9        35729PHB9     CC             CCC
M-10       35729PHC7     D              CCC

GSAMP Trust 2003-FM1
Series 2003-FM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        36228FNP7     AA             AA+
M-2        36228FNQ5     BB-            A
B-1        36228FNR3     CCC            BB+
B-2        36228FNT9     CC             BB

GSAMP Trust 2004-SEA2
Series 2004-SEA2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        36228F6B7     B-             B
M-4        36228F6C5     D              CCC

Long Beach Mortgage Loan Trust 2004-4
Series 2004-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        542514JA3     BBB            A-
M-9        542514JB1     BB             BBB
M-10       542514JC9     B              BB
M-11       542514JD7     CCC            B
M-12       542514JE5     CC             CCC
B          542514JF2     D              CC

Morgan Stanley ABS Capital I Inc. Trust 2003-HE2
Series 2003-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        61746RDE8     BB             BBB
B-3        61746RDF5     B              BB

Morgan Stanley ABS Capital I Inc. Trust 2003-NC10
Series 2003-NC10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        61746RDZ1     BBB-           A-
B-1        61746REA5     BB-            BBB-
B-2        61746REB3     CCC            BB
B-3        61746REC1     CC             CCC

Morgan Stanley ABS Capital I Inc. Trust 2003-NC5
Series 2003-NC5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        61746RBE0     BB+            BBB
B-1        61746RBF7     B-             BB
B-2        61746RBG5     CCC            B
B-3        61746RBH3     D              CCC

Morgan Stanley ABS Capital I Inc. Trust 2003-NC7
Series 2003-NC7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        61746RCT6     BB             A-
B-1        61746RCU3     B              BBB+
B-2        61746RCV1     CCC            BB
B-3        61746RCW9     D              CCC

Morgan Stanley ABS Capital I Inc. Trust 2004-HE9
Series 2004-HE9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        61744CJZ0     BBB-           BBB+
B-2        61744CKA3     BB             BBB
B-3        61744CKB1     B              BBB-

Morgan Stanley ABS Capital I Inc. Trust 2004-NC2
Series 2004-NC2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        61744CBM7     BB-            BBB+
B-2        61744CBN5     B-             BB-/Watch Neg
B-3        61744CBP0     CC             B-
B-4        61744CBQ8     CC             CCC

Morgan Stanley ABS Capital I Inc. Trust 2004-NC4
Series 2004-NC4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        61744CCN4     CCC            BB
B-4        61744CCP9     CC             B

                         Ratings Affirmed

Aegis Asset Backed Securities Trust
Series 2003-3

Class      CUSIP         Rating
-----      -----         ------
M1         00764MAV9     AAA

Aegis Asset Backed Securities Trust 2004-6
Series 2004-6

Class      CUSIP         Rating
-----      -----         ------
IIA1       00764MDV6     AAA
IIA2       00764MDW4     AAA
M1         00764MDX2     AA
M2         00764MDY0     A+

Fremont Home Loan Trust 2004-4
Series 2004-4

Class      CUSIP         Rating
-----      -----         ------
M-1        35729PGT1     AA+
M-2        35729PGU8     AA
M-3        35729PGV6     AA-
M-4        35729PGW4     A+

GSAMP Trust 2004-SEA2
Series 2004-SEA2

Class      CUSIP         Rating
-----      -----         ------
A-1        36228F5V4     AAA
A-2A       36228F5W2     AAA
A-2B       36228F5X0     AAA
M-1        36228F5Z5     AAA

M-2        36228F6A9     BBB-

Long Beach Mortgage Loan Trust 2004-4
Series 2004-4

Class      CUSIP         Rating
-----      -----         ------
1A-1       542514HN7     AAA
M-1        542514HT4     AAA
M-2        542514HU1     AA+
M-3        542514HV9     AA+
M-4        542514HW7     AA
M-5        542514HX5     AA-
M-6        542514HY3     A+
M-7        542514HZ0     A

Morgan Stanley ABS Capital I Inc. Trust 2003-HE2
Series 2003-HE2

Class      CUSIP         Rating
-----      -----         ------
M-1        61746RDA6     AA
M-2        61746RDB4     A
M-3        61746RDC2     A-
B-1        61746RDD0     BBB+

Morgan Stanley ABS Capital I Inc. Trust 2003-NC10
Series 2003-NC10

Class      CUSIP         Rating
-----      -----         ------
M-1        61746RDX6     AA+
M-2        61746RDY4     A

Morgan Stanley ABS Capital I Inc. Trust 2003-NC5
Series 2003-NC5

Class      CUSIP         Rating
-----      -----         ------
M-1        61746RBC4     AA+
M-2        61746RBD2     A

Morgan Stanley ABS Capital I Inc. Trust 2003-NC7
Series 2003-NC7

Class      CUSIP         Rating
-----      -----         ------
M-1        61746RCR0     AA+
M-2        61746RCS8     A

Morgan Stanley ABS Capital I Inc. Trust 2004-HE9
Series 2004-HE9

Class      CUSIP         Rating
-----      -----         ------
M-1        61744CJT4     AA+
M-2        61744CJU1     AA
M-3        61744CJV9     AA-

M-4        61744CJW7     A+
M-5        61744CJX5     A
M-6        61744CJY3     A-

Morgan Stanley ABS Capital I Inc. Trust 2004-NC2
Series 2004-NC2

Class      CUSIP         Rating
-----      -----         ------
M-1        61744CBJ4     AA
M-2        61744CBK1     A
M-3        61744CBL9     A-

Morgan Stanley ABS Capital I Inc. Trust 2004-NC4
Series 2004-NC4

Class      CUSIP         Rating
-----      -----         ------
M-1        61744CCH7     AA
M-2        61744CCJ3     A
M-3        61744CCK0     A-
B-1        61744CCL8     BBB+
B-2        61744CCM6     BBB

Option One Mortgage Loan Trust 2003-2
Series 2003-2

Class      CUSIP         Rating
-----      -----         ------
A-1        68389FDF8     AAA
A-2        68389FDG6     AAA
A-3        68389FDH4     AAA
M-1        68389FDJ0     AA+
M-2        68389FDK7     A
M-3        68389FDL5     BBB+
M-4        68389FDM3     BBB


* S&P Lowers Ratings on 189 Classes From 49 RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 189
classes from 49 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2005.  At the same time, S&P removed 135 of the lowered
ratings from CreditWatch with negative implications.  

In addition, S&P affirmed its ratings on 355 classes from the same
49 RMBS transactions, and on 25 ratings from two additional
transactions.  S&P also removed 60 of the affirmed ratings from
CreditWatch negative.

The downgraded classes represent an original par amount of
approximately $5.92 billion, or about 1% of the par amount of U.S.
RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's in 2005.  S&P has taken previous rating actions
on approximately $0.75 billion of the total amount of affected
securities.  In addition, the classes with affirmed ratings
represent an original par amount of approximately $32.79 billion.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  As announced in
"S&P Provides Projected Losses For U.S. Subprime RMBS Issued In
2005, published July 23, 2008, and S&P Revises Deal-Specific
Projected Losses For U.S. Subprime RMBS Issued In 2006, 2007,
published Aug. 19, 2008, on RatingsDirect, S&P's default curve for
U.S. subprime RMBS is a key component of its loss projection
analysis of U.S. RMBS transactions, which is discussed in
"Standard & Poor's Revised Default And Loss Curves For U.S.
Subprime RMBS," published Oct. 19, 2007.

With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting its loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency, default, and loss trends.  Some transactions are
experiencing foreclosures and delinquencies at rates greater than
S&P's initial projections.  S&P believes that adjusting its  
projected losses, which S&P derived from its default curve
analysis, is appropriate in cases where the amount of current
delinquencies indicates a different timing or level of loss.

In addition, S&P recently revised its loss severity assumption for
transactions issued in 2006 and the first half of 2007, as
described in Standard & Poor's Revises U.S. Subprime, Prime, And
Alternative-A RMBS Loss Assumptions, published July 30, 2008.  S&P
based the revised assumption on S&P's belief that continued
foreclosures, distressed sales, increased carrying costs, and a
further decline in home sales will continue to depress prices and
push loss severities higher than S&P previously assumed.

The lowered ratings reflect S&P's assessment of credit support
under three constant prepayment rate scenarios.  The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards.  The third scenario uses a prepayment rate that is
equal to two times the lower of the lifetime or 12-month CPR.  S&P
incorporated a third CPR scenario into its cash flow analysis to
account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs.  

S&P assumed a constant default rate for each pool.  Because the
analysis focused on each individual class with varying maturities,
prepayment scenarios may cause an individual class or the
transaction itself to prepay in full before it incurs the entire
loss projection.  Slower prepayment assumptions lengthen the
average life of the mortgage pool, which increases the likelihood
that total projected losses will be realized.  The longer a class
remains outstanding, however, the more excess spread it generates.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base-case assumptions S&P assumed in its analysis.

For example, a class may have to withstand 115% of S&P's base-case
loss assumptions in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of S&P's base-case loss
assumptions to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of S&P's
base-case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.

A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.

To date, S&P has resolved the CreditWatch placements of the
ratings on 2,580 classes from 378 U.S. subprime RMBS transactions
from the 2005, 2006 and 2007 vintages.  Currently, S&P's ratings
on 702 classes from 138 U.S. subprime RMBS transactions from the
2005, 2006, and 2007 vintages are currently on CreditWatch
negative.

                          Rating Actions

2005-CB7 Trust
Series    2005-CB7           

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        12489WPN8     AA             AA+
M-4        12489WPP3     A              AA+/Watch Neg
M-5        12489WPQ1     BBB            AA/Watch Neg
M-6        12489WPR9     B              AA/Watch Neg
B-1        12489WPS7     B-             AA-/Watch Neg
B-4        12489WPV0     CC             CCC
B-5        12489WPW8     CC             CCC

ABFC 2005-OPT 1 Trust
Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         04542BQA3     AA+            AA+/Watch Neg
M2         04542BQB1     BBB            AA/Watch Neg
M3         04542BQC9     B              AA-/Watch Neg

Ace Securities Corp. Home Equity Loan Trust, Series 2005-ASAP1
Series 2005-ASAP1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        004421TD5     A              AA+/Watch Neg
M-2        004421TE3     B              AA/Watch Neg
M-3        004421TF0     B-             AA-/Watch Neg
M-5        004421TH6     CC             CCC
M-6        004421TJ2     CC             CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE7
Series 2005-HE7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       004421TV5     AAA            AAA/Watch Neg
A-1B2      004421TX1     AAA            AAA/Watch Neg
A-2D       004421UB7     AAA            AAA/Watch Neg
M-1        004421UC5     AA+            AA+/Watch Neg
M-2        004421UD3     A              AA+/Watch Neg
M-3        004421UE1     BB             AA/Watch Neg
M-4        004421UF8     B              AA/Watch Neg
M-5        004421UG6     B-             AA-/Watch Neg
M-7        004421UJ0     CC             CCC

Argent Securities Inc.
Series 2005-W3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        040104PC9     AA+            AA+/Watch Neg
M-2        040104PD7     A              AA+/Watch Neg
M-3        040104PE5     BB             AA/Watch Neg
M-4        040104PF2     B              AA/Watch Neg
M-5        040104PG0     B-             AA/Watch Neg
M-9        040104PL9     CC             CCC

Argent Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2005-W4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1A2      040104QG9     AAA            AAA/Watch Neg
A-1A3      040104QH7     AAA            AAA/Watch Neg
A-1B       040104QJ3     A              AAA/Watch Neg
A-2C       040104PS4     AAA            AAA/Watch Neg
A-2D       040104PT2     A              AAA/Watch Neg
M-1        040104PU9     B              AA+/Watch Neg
M-2        040104PV7     B-             AA/Watch Neg
M-3        040104PW5     CCC            AA-/Watch Neg
M-5        040104PY1     CC             CCC

Argent Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2005-W5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        040104QK0     AAA            AAA/Watch Neg
A-2B       040104QM6     AAA            AAA/Watch Neg
A-2C       040104QN4     AAA            AAA/Watch Neg
A-2D       040104QP9     AAA            AAA/Watch Neg
M-1        040104QQ7     AA             AA+/Watch Neg
M-2        040104QR5     BB             AA+/Watch Neg
M-3        040104QS3     B              AA/Watch Neg
M-4        040104QT1     B-             AA/Watch Neg
M-5        040104QU8     CCC            AA-/Watch Neg
M-8        040104QX2     CC             CCC

Asset Backed Securities Corporation Home Equity Loan Trust,
Series NC 2005-HE8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         04541GUQ3     AA-            AA-/Watch Neg

Bear Stearns Asset Backed Securities I Trust 2005-AQ2
Series 2005-AQ2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        0738792V9     AA+            AA+/Watch Neg
M-2        0738792W7     AA             AA/Watch Neg
M-3        0738792X5     BBB            AA-/Watch Neg
M-7        0738793B2     CC             CCC

Bear Stearns Asset Backed Securities I Trust 2005-HE10
Series 2005-HE10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        073879X45     BBB            AA/Watch Neg
M-5        073879X78     CC             CCC
M-6        073879X86     CC             CCC

Bear Stearns Asset Backed Securities I Trust 2005-HE12
Series 2005-HE12
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        0738795S3     AA-            AA-/Watch Neg

Citigroup Mortgage Loan Trust Inc.
Series 2005-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        17307GP85     A              AA/Watch Neg
M-4        17307GP93     BBB            AA-/Watch Neg
M-9        17307GQ68     CC             CCC

CWABS Asset Backed Certificates Trust 2005-IM2
Series 2005-IM2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3M       126670FR4     AA             AAA/Watch Neg
A-4        126670FC7     A              AAA/Watch Neg

FFMLT Trust 2005-FF11
Series 2005-FF11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        362341YF0     AA             AA+
M-2        362341YG8     BBB            AA+/Watch Neg
M-3        362341YH6     B              AA/Watch Neg
M-4        362341YJ2     B-             AA-/Watch Neg
B-3        362341YS2     CC             CCC

First Franklin Mortgage Loan Trust 2005-FFH4
Series 2005-FFH4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        32027NXF3     A              AA-/Watch Neg
M-10       32027NXN6     CC             CCC
B-1        32027NXP1     CC             CCC

First Franklin Mortgage Loan Trust Series 2005-FF12
Series 2005-FF12
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        32027NXS5     AAA            AAA/Watch Neg
A-2B       32027NXU0     AAA            AAA/Watch Neg
A-2C       32027NXV8     AAA            AAA/Watch Neg
M-1        32027NXW6     AA             AA+/Watch Neg
M-2        32027NXX4     A              AA+/Watch Neg
M-3        32027NXY2     B              AA/Watch Neg
M-4        32027NXZ9     B-             AA-/Watch Neg
B-3        32027NYE5     CC             CCC

Fremont Home Loan Trust 2005-D
Series 2005-D
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M4         35729PMJ6     A              AA/Watch Neg
M5         35729PMK3     BB             AA-/Watch Neg
B1         35729PMQ0     CC             CCC
B2         35729PMR8     CC             CCC
B3         35729PMS6     CC             CCC

Fremont Home Loan Trust 2005-E
Series 2005-E
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         35729PNF3     A              AA/Watch Neg
M4         35729PNG1     BBB            AA-/Watch Neg
M5         35729PNH9     B              BB
M6         35729PNJ5     B-             B
B2-A       35729PNP1     CC             CCC
B2-B       35729PNQ9     CC             CCC
B2-C       35729PNR7     CC             CCC
B2-D       35729PNS5     CC             CCC

GSAMP Trust 2005-HE6
Series 2005-HE6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        362341G78     A              AA/Watch Neg
M-5        362341G86     BB             AA-/Watch Neg
B-2        362341H51     CC             CCC

GSAMP Trust 2005-WMC2
Series 2005-WMC2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        362341VB2     A              AA/Watch Neg
M-3        362341VC0     B              AA-/Watch Neg
B-1        362341VL0     CC             CCC
B-2        362341VM8     CC             CCC

GSAMP Trust 2005-WMC3
Series 2005-WMC3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        362341L64     A              AA+
M-2        362341L72     BBB            AA/Watch Neg
M-3        362341L80     B              AA-/Watch Neg
M-6        362341M30     CC             CCC
B-1        362341M48     CC             CCC
B-2        362341M55     CC             CCC

Home Equity Mortgage Loan Asset-Backed Trust,
Series INABS 2005-D
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-I-2      456606JJ2     AAA            AAA/Watch Neg
A-II-2     456606JL7     AAA            AAA/Watch Neg
A-II-3     456606JM5     AAA            AAA/Watch Neg
A-II-4     456606JN3     AAA            AAA/Watch Neg
M-1        456606JP8     A              AA+/Watch Neg
M-2        456606JQ6     BB             AA+/Watch Neg
M-3        456606JR4     B              AA/Watch Neg
M-4        456606JS2     B-             AA-/Watch Neg

HSI Asset Securitization Corporation Trust 2005-OPT1
Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3        40430HBY3     AAA            AAA/Watch Neg
A-4        40430HBZ0     AAA            AAA/Watch Neg
M-1        40430HCA4     BBB-           AA+/Watch Neg
M-2        40430HCB2     BB             AA/Watch Neg
M-3        40430HCC0     BB-            AA-/Watch Neg

IXIS Real Estate Capital Trust 2005-HE4
Series 2005-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        45071KCN2     AA+            AA+/Watch Neg
M-2        45071KCP7     BBB            AA+/Watch Neg
M-3        45071KCQ5     B              AA/Watch Neg

JPMorgan Mortgage Acquisition Corp. 2005-FRE1
Series 2005-FRE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        46626LCD0     AA             AA/Watch Neg
M-3        46626LCE8     A              AA-/Watch Neg
M-9        46626LCL2     CC             CCC

JPMorgan Mortgage Acquisition Corp. 2005-WMC1
Series 2005-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        46626LBJ8     AA             AA/Watch Neg
M-3        46626LBK5     BBB            AA-/Watch Neg
M-8        46626LBQ2     CC             CCC

Long Beach Mortgage Loan Trust 2005-WL3
Series 2005-WL3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        542514PR9     AA+            AA+/Watch Neg
M-2        542514PS7     BBB            AA/Watch Neg
M-3        542514PT5     B              AA-/Watch Neg

MASTR Asset Backed Securities Trust 2005-FRE1
Series 2005-FRE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        57643LMA1     A              AA+/Watch Neg
M-2        57643LMB9     B              AA/Watch Neg
M-3        57643LMC7     B-             AA-/Watch Neg
M-5        57643LME3     CC             CCC
M-6        57643LMF0     CC             CCC
M-8        57643LMH6     D              CC

MASTR Asset Backed Securities Trust 2005-NC2
Series 2005-NC2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        57643LMQ6     AA             AA+
M-2        57643LMR4     BBB            AA+/Watch Neg
M-3        57643LMS2     B              AA+/Watch Neg
M-4        57643LMT0     B-             AA+/Watch Neg
M-5        57643LMU7     CCC            AA/Watch Neg
M-6        57643LMV5     CCC            AA/Watch Neg
M-8        57643LMX1     CC             CCC
M-9        57643LMY9     CC             CCC
M-10       57643LMZ6     CC             CCC
M-11       57643LNA0     CC             CCC

Merrill Lynch Mortgage Investors Trust
Series 2005-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        59020US48     B              AA-/Watch Neg

Merrill Lynch Mortgage Investors Trust, Series 2005-HE3
Series 2005-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1A       59020UY66     AAA            AAA/Watch Neg
A-1B       59020UX75     AAA            AAA/Watch Neg
A-2B       59020UX91     AAA            AAA/Watch Neg
A-2C       59020UY25     AAA            AAA/Watch Neg
M-1        59020UY74     B              AA+/Watch Neg
M-2        59020UY82     B-             AA/Watch Neg
M-3        59020UY90     CCC            AA-/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2005-HE5
Series 2005-HE5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        61744CUT1     AA+            AA+/Watch Neg
M-3        61744CUU8     AA             AA/Watch Neg
M-4        61744CUV6     BBB            AA-/Watch Neg
B-3        61744CVA1     CC             CCC

Morgan Stanley ABS Capital I Inc. Trust 2005-HE6
Series 2005-HE6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        61744CVX1     AA+            AA+/Watch Neg
M-2        61744CVY9     A              AA+/Watch Neg
M-3        61744CVZ6     BB             AA/Watch Neg
M-4        61744CWA0     B              AA-/Watch Neg

Morgan Stanley ABS Capital I Inc. Trust 2005-HE7
Series 2005-HE7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        61744CWM4     A              AA/Watch Neg
M-3        61744CWN2     BB             AA/Watch Neg
M-4        61744CWP7     B              AA-/Watch Neg
B-3        61744CWU6     CC             CCC

New Century Home Equity Loan Trust, Series 2005-C
Series 2005-C
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        64352VNU1     AAA            AAA/Watch Neg
A-2b       64352VNW7     AAA            AAA/Watch Neg
A-2c       64352VNX5     AAA            AAA/Watch Neg
A-2d       64352VNY3     AAA            AAA/Watch Neg
M-1        64352VNZ0     A              AA+/Watch Neg
M-2        64352VPA3     BB             AA/Watch Neg
M-3        64352VPB1     B              AA/Watch Neg
M-4        64352VPC9     B-             AA-/Watch Neg

New Century Home Equity Loan Trust, Series 2005-D
Series 2005-D
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        64352VPK1     AAA            AAA/Watch Neg
A-2b       64352VPM7     AAA            AAA/Watch Neg
A-2c       64352VPN5     AAA            AAA/Watch Neg
A-2d       64352VPP0     AAA            AAA/Watch Neg
M-1        64352VPQ8     A              AA+/Watch Neg
M-2        64352VPR6     BB             AA/Watch Neg
M-3        64352VPS4     B              AA/Watch Neg
M-4        64352VPT2     B-             AA-/Watch Neg

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
2005-HE1
Series 2005-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        65536HBE7     AA-            AA-/Watch Neg
B-2        65536HBN7     D              CC

RAMP Series 2005-EFC6 Trust
Series 2005-EFC6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        76112BK25     AA+            AA+/Watch Neg
M-2        76112BK33     A              AA+/Watch Neg
M-3        76112BK41     BB             AA+/Watch Neg
M-4        76112BK58     B              AA/Watch Neg

RASC Series 2005-AHL3 Trust
Series 2005-AHL3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        76110W6L5     AAA            AAA/Watch Neg
A-3        76110W6M3     AAA            AAA/Watch Neg
M-1        76110W6N1     BBB            AA+/Watch Neg
M-2        76110W6P6     B              AA/Watch Neg
M-3        76110W6Q4     B-             AA/Watch Neg
M-4        76110W6R2     CCC            AA-/Watch Neg

RASC Series 2005-EMX4 Trust
Series 2005-EMX4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        76110W5Z5     AA+            AA+/Watch Neg
M-2        76110W6A9     AA             AA+/Watch Neg
M-3        76110W6B7     BB             AA+/Watch Neg
M-4        76110W6C5     B              AA/Watch Neg
M-5        76110W6D3     B-             AA/Watch Neg
M-6        76110W6E1     CCC            AA-/Watch Neg

RASC Series 2005-KS11 Trust
Series 2005-KS11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        76110W7D2     AA             AA+/Watch Neg
M-2        76110W7E0     BB             AA+/Watch Neg
M-3        76110W7F7     B              AA+/Watch Neg
M-4        76110W7G5     B-             AA/Watch Neg
M-5        76110W7H3     CCC            AA/Watch Neg
M-6        76110W7J9     CCC            AA-/Watch Neg
M-8        76110W7L4     CC             CCC

RASC Series 2005-KS12 Trust
Series 2005-KS12
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        753910AE8     A              AA+/Watch Neg
M-3        753910AF5     BBB            AA+/Watch Neg
M-4        753910AG3     BB             AA/Watch Neg
M-5        753910AH1     B              AA/Watch Neg
M-6        753910AJ7     B-             AA-/Watch Neg
M-9        753910AM0     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2005-FR5
Series 2005-FR5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        81375WFU5     BBB            AA+/Watch Neg
B-3        81375WFZ4     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2005-HE1
Series 2005-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        81375WGF7     AA             AA+/Watch Neg
B-2        81375WGK6     CC             CCC

Securitized Asset Backed Receivables LLC Trust 2005-OP2
Series 2005-OP2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81375WHA7     AAA            AAA/Watch Neg
A-2B       81375WGS9     AAA            AAA/Watch Neg
A-2C       81375WGT7     AAA            AAA/Watch Neg
M-1        81375WGU4     AA+            AA+/Watch Neg
M-2        81375WGV2     BBB-           AA/Watch Neg
M-3        81375WGW0     B              AA-/Watch Neg

SG Mortgage Securities Trust 2005-OPT1
Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2         81879MAE9     AA             AA/Watch Neg
M3         81879MAF6     BBB            AA-/Watch Neg
M4         81879MAG4     B              AA-/Watch Neg

Soundview Home Loan Trust 2005-CTX1
Series 2005-CTX1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        83611PBX8     A              AA/Watch Neg
M-5        83611PBY6     BB             AA-/Watch Neg
M-10       83611PCD1     CC             CCC

Soundview Home Loan Trust 2005-OPT4
Series 2005-OPT4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-2      83611MJG4     AAA            AAA/Watch Neg
II-A-2     83611MJK5     AAA            AAA/Watch Neg
II-A-3     83611MJH2     AAA            AAA/Watch Neg
II-A-4     83611MJX7     AAA            AAA/Watch Neg
M-1        83611MJL3     BBB            AA+/Watch Neg
M-2        83611MJM1     B              AA/Watch Neg
M-3        83611MJN9     B-             AA-/Watch Neg
M-7        83611MJS8     CC             CCC

Specialty Underwriting and Residential Finance Trust, Series
2005-BC4
Series 2005-BC4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        84751PHV4     AA             AA+/Watch Neg
M-2        84751PHW2     BB             AA/Watch Neg
M-3        84751PHX0     B              AA-/Watch Neg
M-6        84751PJA8     CC             CCC

Structured Asset Securities Corporation Mortgage Loan Trust
2005-OPT1, Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A2         86359DVC8     AAA            AAA/Watch Neg
A-3        86359DVD6     A              AAA/Watch Neg
A4-M       86359DVE4     BBB            AAA/Watch Neg
M1         86359DVF1     B              AA+/Watch Neg
M2         86359DVG9     CCC            AA/Watch Neg
M3         86359DVH7     CCC            AA-/Watch Neg

Structured Asset Securities Corporation Trust 2005-AR1
Series 2005-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2         86359DVX2     BBB            AA/Watch Neg
M3         86359DVY0     B              AA-/Watch Neg

                          Ratings Affirmed

2005-CB7 Trust
Series 2005-CB7

Class      CUSIP         Rating
-----      -----         ------
AF-2       12489WPH1     AAA
AF-3       12489WPJ7     AAA
AF-4       12489WPK4     AAA
M-1        12489WPL2     AA+
M-2        12489WPM0     AA+
B-2        12489WPT5     CCC
B-3        12489WPU2     CCC

ABFC 2005-OPT 1 Trust
Series 2005-OPT1

Class      CUSIP         Rating
-----      -----         ------
A-1SS      04542BPT3     AAA
A-1MZ      04542BPX4     AAA
A-2B       04542BPY2     AAA
A-2C       04542BPZ9     AAA
M4         04542BQD7     CCC
M5         04542BQE5     CCC
M6         04542BQF2     CCC
M7         04542BQG0     CCC

Ace Securities Corp. Home Equity Loan Trust, Series 2005-ASAP1
Series 2005-ASAP1

Class      CUSIP         Rating
-----      -----         ------
A-1        004421SY0     AAA
A-2B       004421TA1     AAA
A-2C       004421TB9     AAA
A-2D       004421TC7     AAA
M-4        004421TG8     CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE7
Series 2005-HE7

Class      CUSIP         Rating
-----      -----         ------
A-1B1      004421TW3     AAA
A-2B       004421TZ6     AAA
A-2C       004421UA9     AAA

M-6        004421UH4     CCC

Argent Securities Inc.
Series 2005-W3

Class      CUSIP         Rating
-----      -----         ------
A-1        040104NX5     AAA
A-2C       040104PA3     AAA
A-2D       040104PB1     AAA
M-6        040104PH8     CCC
M-7        040104PJ4     CCC
M-8        040104PK1     CCC

Argent Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2005-W4

Class      CUSIP         Rating
-----      -----         ------
M-4        040104PX3     CCC

Argent Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2005-W5

Class      CUSIP         Rating
-----      -----         ------
M-6        040104QV6     CCC
M-7        040104QW4     CCC

Asset Backed Securities Corporation Home Equity Loan Trust, Series
NC 2005-HE8, Series 2005-HE8

Class      CUSIP         Rating
-----      -----         ------
A-1        04541GUX8     AAA
A1A        04541GUY6     AAA
A2         04541GUZ3     AAA
A5         04541GUM2     AAA
A6         04541GVA7     AAA
M1         04541GUN0     AA+
M2         04541GUP5     AA
M4         04541GUR1     BBB
M5         04541GUS9     BB
M6         04541GUT7     B
M7         04541GUU4     CCC
M8         04541GUV2     CCC
M9         04541GUW0     CCC

Bear Stearns Asset Backed Securities I Trust 2005-AQ2
Series 2005-AQ2

Class      CUSIP         Rating
-----      -----         ------
A-2        0738792T4     AAA
A-3        0738792U1     AAA
M-4        0738792Y3     CCC
M-5        0738792Z0     CCC
M-6        0738793A4     CCC

Bear Stearns Asset Backed Securities I Trust 2005-HE10
Series 2005-HE10

Class      CUSIP         Rating
-----      -----         ------
A-2        073879W95     AAA
A-3        073879X29     AAA
M-1        073879X37     AAA
M-3        073879X52     CCC
M-4        073879X60     CCC

Bear Stearns Asset Backed Securities I Trust 2005-HE12
Series 2005-HE12

Class      CUSIP         Rating
-----      -----         ------
I-A-2      0738795M6     AAA
1-A-3      0738795N4     AAA
II-A       0738795P9     AAA
M-1        0738795Q7     AA+
M-2        0738795R5     AA
M-4        0738795T1     B
M-5        0738795U8     CCC
M-6        0738795V6     CCC
M-7        0738795W4     CCC
M-8        0738795X2     CCC

Citigroup Mortgage Loan Trust Inc.
Series 2005-HE4

Class      CUSIP         Rating
-----      -----         ------
A-1        17307GQ84     AAA
A-2C       17307GP44     AAA
A-2D       17307GP51     AAA
M-1        17307GP69     AA+
M-2        17307GP77     AA
M-5        17307GQ27     B
M-6        17307GQ35     CCC
M-7        17307GQ43     CCC
M-8        17307GQ50     CCC

CWABS Asset Backed Certificates Trust 2005-IM2
Series 2005-IM2

Class      CUSIP         Rating
-----      -----         ------
A-3        126670FB9     AAA
M-1        126670FE3     CCC
M-2        126670FF0     CCC
M-3        126670FG8     CCC

FFMLT Trust 2005-FF11
Series 2005-FF11

Class      CUSIP         Rating
-----      -----         ------
A-1        362341YA1     AAA
A-2B       362341YC7     AAA
A-2C       362341YD5     AAA
A-2D       362341YE3     AAA
M-5        362341YK9     CCC
M-6        362341YL7     CCC
B-1        362341YQ6     CCC
B-2        362341YR4     CCC

First Franklin Mortgage Loan Trust 2005-FFH4
Series 2005-FFH4

Class      CUSIP         Rating
-----      -----         ------
M-2        32027NXE6     AA
M-4        32027NXG1     BB
M-5        32027NXH9     B
M-6        32027NXJ5     CCC
M-7        32027NXK2     CCC
M-8        32027NXL0     CCC
M-9        32027NXM8     CCC

First Franklin Mortgage Loan Trust Series 2005-FF12
Series 2005-FF12

Class      CUSIP         Rating
-----      -----         ------
M-5        32027NYA3     CCC
M-6        32027NYB1     CCC
B-1        32027NYC9     CCC
B-2        32027NYD7     CCC

Fremont Home Loan Trust 2005-D
Series 2005-D

Class      CUSIP         Rating
-----      -----         ------
1-A-1      35729PMA5     AAA
2-A-3      35729PMD9     AAA
2-A-4      35729PME7     AAA
M1         35729PMF4     AA+
M2         35729PMG2     AA+
M3         35729PMH0     AA
M6         35729PML1     B
M7         35729PMM9     CCC
M8         35729PMN7     CCC
M9         35729PMP2     CCC

Fremont Home Loan Trust 2005-E
Series 2005-E

Class      CUSIP         Rating
-----      -----         ------
1-A-1      35729PMY3     AAA
2-A-2      35729PNA4     AAA
2-A-3      35729PNB2     AAA
2-A-4      35729PNC0     AAA
M1         35729PND8     AA+
M2         35729PNE6     AA
M7         35729PNK2     CCC
M8         35729PNL0     CCC
M9         35729PNM8     CCC
B1         35729PNN6     CCC

GSAMP Trust 2005-HE6
Series 2005-HE6

Class      CUSIP         Rating
-----      -----         ------
A-1        362341F87     AAA
A-2B       362341G29     AAA
A-2C       362341G37     AAA
R-1        362341H69     AAA
R-2        362341H77     AAA
R-3        362341H85     AAA
M-1        362341G45     AA+
M-2        362341G52     AA+
M-3        362341G60     AA
M-6        362341G94     B
M-7        362341H28     CCC
M-8        362341H36     CCC
B-1        362341H44     CCC

GSAMP Trust 2005-WMC2
Series 2005-WMC2

Class      CUSIP         Rating
-----      -----         ------
A-1A       362341UV9     AAA
A-1B       362341UW7     AAA
A-2B       362341UY3     AAA
A-2C       362341UZ0     AAA
M-1        362341VA4     AA+
M-4        362341VD8     CCC
M-5        362341VE6     CCC
M-6        362341VK2     CCC

GSAMP Trust 2005-WMC3
Series 2005-WMC3

Class      CUSIP         Rating
-----      -----         ------
A-1A       362341K99     AAA
A-1B       362341L23     AAA
A-2B       362341L49     AAA
A-2C       362341L56     AAA
M-4        362341L98     CCC
M-5        362341M22     CCC

Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-D
Series 2005-D

Class      CUSIP         Rating
-----      -----         ------
A-I-1      456606JH6     AAA
M-5        456606JT0     CCC
M-6        456606JU7     CCC
M-7        456606JV5     CCC

HSI Asset Securitization Corporation Trust 2005-OPT1
Series 2005-OPT1

Class      CUSIP         Rating
-----      -----         ------
M-4        40430HCD8     CCC
M-5        40430HCE6     CCC

IXIS Real Estate Capital Trust 2005-HE4
Series 2005-HE4

Class      CUSIP         Rating
-----      -----         ------
A-2        45071KCL6     AAA
A-3        45071KCM4     AAA
M-4        45071KCR3     CCC
M-5        45071KCS1     CCC
M-6        45071KCT9     CCC
B-1        45071KCU6     CCC

JPMorgan Mortgage Acquisition Corp. 2005-FRE1
Series 2005-FRE1

Class      CUSIP         Rating
-----      -----         ------
AI         46626LBU3     AAA
AII-F-2    46626LBW9     AAA
A-II-F-3   46626LBX7     AAA
AII-F-4    46626LBY5     AAA
AII-V-2    46626LCA6     AAA
AII-V-3    46626LCB4     AAA
M-1        46626LCC2     AA+
M-4        46626LCF5     B
M-5        46626LCG3     CCC
M-6        46626LCH1     CCC
M-7        46626LCJ7     CCC
M-8        46626LCK4     CCC

JPMorgan Mortgage Acquisition Corp. 2005-WMC1
Series 2005-WMC1

Class      CUSIP         Rating
-----      -----         ------
A-1        46626LBD1     AAA
A-3        46626LBF6     AAA
A-4        46626LBG4     AAA
M-1        46626LBH2     AA+
M-4        46626LBL3     CCC
M-5        46626LBM1     CCC
M-6        46626LBN9     CCC
M-7        46626LBP4     CCC

Long Beach Mortgage Loan Trust 2005-WL3
Series 2005-WL3

Class      CUSIP         Rating
-----      -----         ------
I-A2       542514QB3     AAA
I-A3       542514QC1     AAA
I-A4       542514QD9     AAA
II-A2A     542514QF4     AAA
II-A2B     542514PP3     AAA
II-A3      542514PQ1     AAA
M-4        542514PU2     CCC
M-5        542514PV0     CCC
M-6        542514PW8     CCC
M-7        542514PX6     CCC

MASTR Asset Backed Securities Trust 2005-FRE1
Series 2005-FRE1

Class      CUSIP         Rating
-----      -----         ------
A-1        57643LLV6     AAA
A-3        57643LLX2     AAA
A-4        57643LLY0     AAA
A-5        57643LLZ7     AAA
M-4        57643LMD5     CCC

MASTR Asset Backed Securities Trust 2005-NC2
Series 2005-NC2

Class      CUSIP         Rating
-----      -----         ------
A-2        57643LMM5     AAA
A-3        57643LMN3     AAA
A-4        57643LMP8     AAA
M-7        57643LMW3     CCC

Merrill Lynch Mortgage Investors Trust
Series 2005-HE2

Class      CUSIP         Rating
-----      -----         ------
A-1A       59020UR72     AAA
A-1B       59020UR80     AAA
A-2B       59020US22     AAA
A-2C       59020US30     AAA
M-2        59020US55     CCC
M-3        59020US63     CCC

Merrill Lynch Mortgage Investors Trust, Series 2005-HE3
Series 2005-HE3

Class      CUSIP         Rating
-----      -----         ------
M-4        59020UY33     CCC

Morgan Stanley ABS Capital I Inc. Trust 2005-HE5
Series 2005-HE5

Class      CUSIP         Rating
-----      -----         ------
A-1        61744CUN4     AAA
A-2c       61744CUR5     AAA
M-1        61744CUS3     AA+
M-5        61744CUW4     CCC
M-6        61744CUX2     CCC
B-1        61744CUY0     CCC
B-2        61744CUZ7     CCC

Morgan Stanley ABS Capital I Inc. Trust 2005-HE6
Series 2005-HE6

Class      CUSIP         Rating
-----      -----         ------
A-1        61744CVT0     AAA
A-2b       61744CVV5     AAA
A-2c       61744CVW3     AAA
M-5        61744CWB8     CCC
M-6        61744CWC6     CCC
B-1        61744CWD4     CCC
B-2        61744CWE2     CCC

Morgan Stanley ABS Capital I Inc. Trust 2005-HE7
Series 2005-HE7

Class      CUSIP         Rating
-----      -----         ------
A-1        61744CWG7     AAA
A-2b       61744CWJ1     AAA
A-2c       61744CWK8     AAA
M-1        61744CWL6     AA+
M-5        61744CWQ5     CCC
M-6        61744CWR3     CCC
B-1        61744CWS1     CCC
B-2        61744CWT9     CCC

New Century Home Equity Loan Trust, Series 2005-C
Series 2005-C

Class      CUSIP         Rating
-----      -----         ------
M-5        64352VPD7     CCC
M-6        64352VPE5     CCC
M-7        64352VPF2     CCC

New Century Home Equity Loan Trust, Series 2005-D
Series 2005-D

Class      CUSIP         Rating
-----      -----         ------
M-5        64352VPU9     CCC
M-6        64352VPV7     CCC
M-7        64352VPW5     CCC
M-8        64352VPX3     CCC

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
2005-HE1, Series 2005-HE1

Class      CUSIP         Rating
-----      -----         ------
I-A-1      65536HAX6     AAA
I-A-2      65536HAY4     AAA
II-A-2     65536HBA5     AAA
II-A-3     65536HBB3     AAA
M-1        65536HBC1     AA+
M-2        65536HBD9     AA
M-4        65536HBF4     BB
M-5        65536HBG2     B
M-6        65536HBH0     CCC
M-7        65536HBJ6     CCC
M-8        65536HBK3     CCC

RAMP Series 2005-EFC6 Trust
Series 2005-EFC6

Class      CUSIP         Rating
-----      -----         ------
A-I-2      76112BJ84     AAA
A-I-3      76112BJ92     AAA
A-II       76112BL32     AAA
M-5        76112BK66     CCC
M-6        76112BK74     CCC
M-7        76112BK82     CCC

RASC Series 2005-AHL3 Trust
Series 2005-AHL3

Class      CUSIP         Rating
-----      -----         ------
M-5        76110W6S0     CCC

RASC Series 2005-EMX4 Trust
Series 2005-EMX4

Class      CUSIP         Rating
-----      -----         ------
A-2        76110W5X0     AAA
A-3        76110W5Y8     AAA
M-7        76110W6F8     CCC
M-8        76110W6G6     CCC

RASC Series 2005-KS11 Trust
Series 2005-KS11

Class      CUSIP         Rating
-----      -----         ------
A-I-3      76110W7A8     AAA
A-I-4      76110W7B6     AAA
A-II       76110W7C4     AAA
M-7        76110W7K6     CCC

RASC Series 2005-KS12 Trust
Series 2005-KS12

Class      CUSIP         Rating
-----      -----         ------
A-2        753910AB4     AAA
A-3        753910AC2     AAA
M-1        753910AD0     AA+
M-7        753910AK4     CCC
M-8        753910AL2     CCC

Securitized Asset Backed Receivables LLC Trust 2005-FR5
Series 2005-FR5

Class      CUSIP         Rating
-----      -----         ------
A-1A       81375WFQ4     AAA
A-1B       81375WFR2     AAA
A-2B       81375WFT8     AAA
M-2        81375WFV3     CCC
M-3        81375WFW1     CCC
B-1        81375WFX9     CCC
B-2        81375WFY7     CCC

Securitized Asset Backed Receivables LLC Trust 2005-HE1
Series 2005-HE1

Class      CUSIP         Rating
-----      -----         ------
A-1A       81375WGM2     AAA
A-1B       81375WGN0     AAA
A-2        81375WGP5     AAA
A-3B       81375WGD2     AAA
A-3C       81375WGE0     AAA
M-2        81375WGG5     CCC
M-3        81375WGH3     CCC
B-1        81375WGJ9     CCC

Securitized Asset Backed Receivables LLC Trust 2005-OP2
Series 2005-OP2

Class      CUSIP         Rating
-----      -----         ------
M-4        81375WHC3     CCC
M-5        81375WHD1     CCC
M-6        81375WHE9     CCC
B-1        81375WGX8     CCC

SG Mortgage Securities Trust 2005-OPT1
Series 2005-OPT1

Class      CUSIP         Rating
-----      -----         ------
A2         81879MAB5     AAA
A3         81879MAC3     AAA
M1         81879MAD1     AA+
M5         81879MAH2     CCC
M6         81879MAJ8     CCC
M7         81879MAK5     CCC
M8         81879MAL3     CCC

Soundview Home Loan Trust 2005-CTX1
Series 2005-CTX1

Class      CUSIP         Rating
-----      -----         ------
A-2        83611PBP5     AAA
A-3        83611PBQ3     AAA
A-4        83611PBR1     AAA
A-5        83611PBS9     AAA
A-6        83611PBT7     AAA
M-1        83611PBU4     AA+
M-2        83611PBV2     AA+
M-3        83611PBW0     AA
M-6        83611PBZ3     CCC
M-7        83611PCA7     CCC
M-8        83611PCB5     CCC
M-9        83611PCC3     CCC

Soundview Home Loan Trust 2005-OPT4
Series 2005-OPT4

Class      CUSIP         Rating
-----      -----         ------
I-A-1      83611MJF6     AAA
M-4        83611MJP4     CCC
M-5        83611MJQ2     CCC
M-6        83611MJR0     CCC

Specialty Underwriting and Residential Finance Trust, Series
2005-BC4
Series 2005-BC4

Class      CUSIP         Rating
-----      -----         ------
A-1A       84751PHR3     AAA
A-2B       84751PHT9     AAA
A-2C       84751PHU6     AAA
M-4        84751PHY8     CCC
M-5        84751PHZ5     CCC

Structured Asset Securities Corporation Mortgage Loan Trust
2005-OPT1, Series 2005-OPT1

Class      CUSIP         Rating
-----      -----         ------
M4         86359DVJ3     CCC

Structured Asset Securities Corporation Trust 2005-AR1
Series 2005-AR1

Class      CUSIP         Rating
-----      -----         ------
A1         86359DVR5     AAA
A2         86359DVS3     AAA
A4         86359DVU8     AAA
A5         86359DVV6     AAA
M1         86359DVW4     AA+
M4         86359DVZ7     CCC
M5         86359DWA1     CCC
M6         86359DWB9     CCC
M7         86359DWC7     CCC


* FDIC Unveils New Program to Free up Bank Liquidity
----------------------------------------------------
The Federal Deposit Insurance Corporation has launched a new
program -- the Temporary Liquidity Guarantee Program -- to
strengthen confidence and encourage liquidity in the banking
system by guaranteeing newly issued senior unsecured debt of
banks, thrifts, and certain holding companies, and by providing
full coverage of non-interest bearing deposit transaction
accounts, regardless of dollar amount.

"The FDIC is taking this unprecedented action because we have
faith in our economy, our country, and our banking system," said
FDIC Chairman Sheila C. Bair. "The overwhelming majority of banks
are strong, safe, and sound. A lack of confidence is driving the
current turmoil, and it is this lack of confidence that these
guarantees are designed to address."

Under the plan, certain newly issued senior unsecured debt issued
on or before June 30, 2009, would be fully protected in the event
the issuing institution subsequently fails, or its holding company
files for bankruptcy. This includes promissory notes, commercial
paper, inter-bank funding, and any unsecured portion of secured
debt. Coverage would be limited to June 30, 2012, even if the
maturity exceeds that date.

In addition, any participating depository institution will be able
to provide full deposit insurance coverage for non-interest
bearing deposit transaction accounts, regardless of dollar amount.
These are mainly payment-processing accounts, such as payroll
accounts used by businesses. Frequently, these exceed the current
maximum limit of $250,000. This new, temporary guarantee—which
expires at the end of 2009—will help stabilize these accounts.

"The program will be funded through special fees and does not rely
on taxpayer funding," Bair said.

Participants will be charged a 75-basis point fee to protect their
new debt issues, and a 10-basis point surcharge will be added to a
participating institution's current insurance assessment in order
to fully cover the non-interest bearing deposit transaction
accounts.

To implement the program, the FDIC Board approved the use of its
statutory authority to prevent systemic risk. The Secretary of the
Treasury, after consultation with the President and the Federal
Reserve Board, made a comparable systemic risk determination.

All FDIC-insured institutions will be covered under the program
for the first 30 days without incurring any costs. After that
initial period, however, institutions wishing to no longer
participate must opt out or be assessed for future participation.
If an institution opts out, the guarantees are good only for the
first 30 days.

A full-text copy of the statement by FDIC Chairman Sheila Bair;
U.S. Treasury, Federal Reserve, FDIC Joint Press Conference is
available at no charge at:

     http://www.fdic.gov/news/news/press/2008/pr08100a.html

A full-text copy of the FDIC Fact Sheet regarding the Temporary
Liquidity Guarantee Program is available at no charge at:

     http://www.fdic.gov/news/news/press/2008/pr08100b.html

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars
-- insured financial institutions fund its operations. On the Net:
http://www.fdic.gov/


* Money Laundering and Bankruptcy Fraud Conspiracy Exposed
----------------------------------------------------------
Law Offices of David H. Relkin, Esq. on behalf of Leslie Dick
Worldwide Ltd. has filed a Federal RICO Complaint in the United
States District Court for the Southern District of New York (Case
No. 08-CV-7900) against George Soros, Deutsche Bank, Vornado
Realty Trust, Fortress Investment Group, Donald J. Trump & 12
other RICO conspirators for $4.2 billion in damages.

Excerpts from the 95 page Racketeering Influenced and Corrupt
Organization Act and Bid Rigging Complaint are:

The action seeks to recover damages arising out of an ongoing,
global RICO Enterprise which engaged in predicate acts of a
pattern of racketeering and conspiracy to commit RICO, through
and by means of Money Laundering, Bankruptcy Fraud, and Bid
Rigging.

The RICO conspiracy of the defendants was to invest in, operate,
and acquire control of various entities involved in continuing
fraudulent transactions and surreptitious and conspiratorial
alliances and agreements through unlawful means, including but not
limited to Money Laundering, Bankruptcy Fraud, and Bid Rigging,
acquired Conseco's prime assets, including Conseco Finance and the
General Motors Building in New York City, and thereafter attempted
to conceal their illicit activities.

         Conseco's Purchase of The General Motors Building
                       With Donald J. Trump

In or about May 1998, Conseco and Donald J. Trump entered into a
contract to purchase the General Motors Building in New York City,
located at 767 Fifth Avenue between 57th and 58th Street, across
the street from the Plaza Hotel.

The unlawful Money Laundering through the sale of the General
Motors Building, orchestrated and carried out by the RICO
Enterprise, including Mr. Soros, Soros Fund Management, SFM
Management, Vornado Realty Trust, German American Capital,
Fortress Investment Group, Donald J. Trump, and the RICO
conspirators Conseco, Deutsche Bank, Lazard, Eastdil Realty,
Harry Macklowe, Cerberus Capital Management, Lazard, Kirkland &
Ellis, Fried, Frank, Harris, Shriver & Jacobson, Carmel Fifth and
767 Manager, and, upon information and belief, other members of
the Enterprise and co-conspirators, operated through a pattern of
racketeering and forms one of the cornerstones of the defendants'
illicit activities of Money Laundering and Bankruptcy Fraud,
predicate acts of RICO alleged herein and Bid Rigging.

       The Orchestrated Dispute Regarding The General Motors
           Building Between Conseco And Donald J. Trump

Upon information and belief, this was because, at or about the
beginning of March 2001, the mastermind of the RICO Enterprise,
Mr. Soros, had contacted, among others to be found in discovery,
Gary C. Wendt and Donald J. Trump to contrive a Money Laundering
scheme to launder money through the sale of the General Motors
Building by Conseco, a co-conspirator, through a pattern of
racketeering activity.

      Behind The Scenes Of The General Motors Dispute Soros
              And Conseco Implement The RICO Activity

Upon information and belief, on June 7, 2002, Conseco retained
Lazard to assist it with its grave financial difficulties.  
Lazard would later participate in the RICO conspiracy to analyze
the value of Conseco Finance and provide such information to the
RICO Enterprise including, Fortress Financial, to enable the RICO
Enterprise to acquire and maintain an interest in Conseco's
affiliate Conseco Finance.

Upon information and belief, at or about this time, the head of
the Enterprise, Mr. Soros, or someone else acting on behalf of the
Enterprise, began implementing the pattern of racketeering
activities which could be accomplished by having Conseco file for
Bankruptcy protection under Chapter 11 of the Bankruptcy Code, so
as to acquire Conseco's assets at a discount price, including
Conseco Finance and the General Motors Building and launder money
through these entities.

During secret negotiations that ensued between the members of the
RICO Enterprise and its co-conspirators,the RICO Enterprise
engaged in a pattern of racketeering activity involving interstate
commerce to acquire an interest in Conseco, to invest proceeds of
a pattern of racketeering activities in Conseco, and to conduct
the affairs of Conseco through a pattern of racketeering, through
Money Laundering, Bankruptcy Fraud and Bid Rigging.

The next maneuver in the pattern of racketeering was to use the
RICO Enterprise to ensure the sale of the General Motors Building
to the co-conspirator designee of the Enterprise, Harry Macklowe,
so that Mr. Soros could launder money through the rigged sale of
General Motors Building.

           Mr. Soros And His Pattern of Money Laundering
                 Activities In Interstate Commerce

Upon information and belief, Mr. Soros is the chairman of Soros
Fund Management, a private investment management firm that serves
as a principal advisor to the Quantum Group of Funds, based in the
tax free Caribbean Country of Curaçao, a Caribbean tax haven, and
a possession of the Netherlands Antilles.

Upon information and belief, the Netherland Antilles has
repeatedly been cited by the Task Force on Money Laundering of the
Organization for Economic Cooperation and Development as one of
the world's most important centers for laundering illegal proceeds
of Latin American cocaine and other drug traffic.

In August of 1990, according to Reuters News Agency, the US Drug
Enforcement Agency agents claimed that Banco de Columbia and other
banks were conduits for Latin American drug money.

In or about August 1994, according to Reuters, Mr. Soros acquired
a 9% interest in Banco de Columbia.

According to the BBC, Mr. Soros was found guilty of felony
criminal insider trading in France on Jan. 29, 2002, and from
profiting from inside knowledge of a 1998 takeover bid for Societe
Generale, a French Bank, and was fined $2.9 million, which
felony conviction was upheld by the French Court of Appeals, the
Cour de Cassation, France's highest Court, on June 14, 2006.

           Mr. Soros Manipulates the Conseco Bankruptcy
       to Maximize the acquisitions of the RICO Enterprise
           to Launder Money and to Engage in Bid Rigging

Upon information and belief, from June 2002 to December 2002,
the six month period prior to the planned Bankruptcy filing of
Conseco, the Enterprise engaged in a pattern of racketeering
activity with Soros, SFM Management, Soros Fund Management,
Fortress Investment Group, Cerberus, Conseco, Lazard, Kirkland &
Ellis, Fried Frank Harris Shriver & Jacobson, to prepare the
Conseco bankruptcy proceeding to allow Mr. Soros and the RICO
Enterprise to Launder Money through the Conseco Bankruptcy using
the purchase of Conseco Finance and the Debtor in Possession
Financing to gain complete control of the Bankruptcy proceeding,
and ultimately allowing Mr. Soros and the Enterprise to purchase
the General Motors Building, to launder money through its sale.

Upon information and belief, the RICO Enterprise also set up FPS
DIP, LLC to obtain the valuable position of Debtor in Possession
financier to Conseco to Launder Money in the Conseco Bankruptcy.

Upon information and belief, FPS DIP was also controlled by
Fortress Investment Group and Mr. Soros, who had been, and, upon
information and belief, remain co-conspirators in Money Laundering
through partnerships they maintain in Curaçao, N.A.

    The Rico Enterprise takes control of the Conseco Bankruptcy

The Bankruptcy filing of Conseco was the third largest Bankruptcy
proceeding, smaller only than Enron and WorldCom.

Upon information and belief, since the members of CFN Holdings had
been reviewing the assets of Conseco Finance since at least July
2002, only CFN Holdings and the RICO Enterprise, Mr. Soros,
Fortress Investment Group, Conseco and Lazard knew the true worth
of Conseco Finance, which facts were never disclosed by CFN
Holdings or Conseco to the third parties who attempted to bid on
the purchase of Conseco Finance.

         The RICO Enterprise Commences the flood of motions
           to take control of the Bankruptcy of Conseco

On Dec. 19, 2002, Conseco made an emergency motion for an Order
seeking to allow FPS DIP and U.S. Bank to act as the Debtor in
Possession financers of Conseco to approve the Secured Super-
Priority Debtor in Possession Credit Agreement dated Dec. 19,
2002, between Conseco Finance and FPS DIP to obtain secured
post-petition financing up to the principal amount of
$125 million from FPS DIP.

In connection with the aforesaid motions, Conseco, by its
counsel, Kirkland & Ellis, represented that it Fortress/Flowers
as the potential purchaser of Conseco Finance but that without
the approval of the FPS DIP financing order, Conseco "will not
be able to continue operations for more than a few days, and
will not allow them to fund the completion of their restructuring
process."

            The Illegal Acquisition of Conseco Finance
                   by the Soros RICO Enterprise

On Jan. 13, 2003, Conseco, through its counsel, Kirkland & Ellis,
responded to the objections of the Committee of Unsecured
Creditors of Conseco Finance by, inter alia, by falsely
representing that the CFN Holdings Asset Purchase Agreement
was entered into "at arms' length," which constituted Bankruptcy
Fraud.

Since CFN Holdings had assessed the true value of Conseco Finance
before the Bankruptcy, and since the Bankruptcy Court had granted
CFN Holdings certain protections in connection with the purchase
of Conseco Finance, only CFN Holdings had a realistic chance of
acquiring Conseco Finance, on behalf of the RICO Enterprise.

         The machinations of Trump And Conseco to resolve
   the ownership of the General Motors Building in furtherance
                      of the RICO Enterprise

Upon information and belief, as part of the racketeering activity
engineered by the RICO Enterprise, Mr. Soros or someone else on
behalf on behalf of the RICO Enterprise approached Trump with a
proposal to use Bankruptcy Fraud to acquire the General Motors
Building and, once acquired by the Enterprise, Mr. Soros and the
other individuals associated in fact with Soros, including Trump,
to engage in a Money Laundering scheme through which they could
launder money through the General Motors Building sale.

[After the dispute between Conseco and Trump was resolved by the
American Arbitration Association in favor of Conseco] Despite the
fact that Carmel Fifth could have entered judgment upon the
Arbitration Award against Donald J. Trump which would have netted
Trump approximately only $15 million, and created a massive
windfall for Conseco and Carmel Fifth, on or about June 24, 2003,
in furtherance of the racketeering activity of the Enterprise,
Carmel Fifth and 767 Manager and Donald J. Trump instead agreed to
dismiss the state court proceeding to confirm the Arbitration
Award with prejudice and entered into "a confidential agreement."

Upon information and belief, the confidential agreement concerned
the division of the proceeds of the sale of the General Motors
Building by paying Trump $275 million.

This confidential agreement was in furtherance of the pattern of
racketeering to launder money through the sale of the General
Motors Building.

      The Money Laundering Is Set In Place By The Creation Of
            Ephemeral Entities And Illusory Obligations

During the twenty-eight days between the announcement that
Macklowe had won the bidding and the closing date, Mr. Soros with
the other members of the racketeering Enterprise and conspirators
therewith engineered the creation of shell entities and various
illusory obligations and transactions which would make it appear
that Macklowe was buying the General Motors Building instead of
the actual purpose of Money Laundering.

For further information contact:

     Law Offices of David H. Relkin, Esq.
     David@RelkinLaw.com
     575 Eighth Avenue New
     York, NY 10018


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------


                     *      *      *


Beard Audio Conferences presents

Bankruptcy and Restructuring Audio Conference CDs

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR

                     *      *      *



Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 17-18, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***