TCR_Public/070417.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, April 17, 2007, Vol. 11, No. 90

                             Headlines

ACTUANT CORP: Earns $18.9 Million in Quarter Ended February 28
ADVANCE FOOD: Moody's Cuts Rating on $40 Million Loan to B1
AEGIS ASSET: Monthly Losses Cue S&P to Lower Ratings
AIRWAYS INDUSTRIES: Clear Thinking Named Liquidation Trustee
ALEXANDER FUNERAL: Case Summary & Six Largest Unsecured Creditors

ALL AMERICAN: Inks Second Forbearance Agreement with Lenders
ALLIED HOLDINGS: Can Borrow $15 Mil. From Yucaipa to Buy Oil Rigs
AMERICAN HOME: Moody's Rates Class B-2 Certificates at B3
AMERIPATH INC: Inks $2 Billion Merger Deal with Quest Diagnostics
ASARCO LLC: Court Extends Exclusive Plan-Filing Period to August 9

ASSURED PHARMACY: Miller Ellin Expresses Going Concern Doubt
ATSI COMMS: January 31 Balance Sheet Upside-Down by $2.6 Million
AUGUSTA TISSUE: Case Summary & 20 Largest Unsecured Creditors
AUTOMOTIVE PROFESSIONALS: Voluntary Chapter 11 Case Summary
AVANI INTERNATIONAL: Losses Cue J. Tsang's Going Concern Doubt

BALLY TOTAL: Interest Non-Payment Cues S&P's Default Ratings
BANC OF AMERICA: Fitch Cuts Rating on $19.3 Million Certificates
BANC OF AMERICA: Moody's Holds Ba3 Rating on Class L Certificates
BAYONNE MEDICAL: Case Summary & 30 Largest Unsecured Creditors
BAYVIEW CAPITAL: Case Summary & Two Largest Unsecured Creditors

BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba2
BIOFORCE NANOSCIENCES: Auditors Express Going Concern Doubt
BOULDER SPECIALTY: Uncompleted Merger Cues S&P to Withdraw Ratings
CALYPTE BIOMEDICAL: Odenberg Ullakko Raises Going Concern Doubt
CASE FINANCIAL: Dec. 31 Balance Sheet Upside-Down by $1.2 Million

CDC MORTGAGE: Moody's Junks Rating on Five Certificate Classes
CHAPARRAL ENERGY: Earns $23.8 Million in Year Ended December 31
CLARKE AMERICAN: S&P Rates $615 Million Senior Notes at B-
CLEAR CHANNEL: Two Investors Moving On with Privatization Plan
CLEVELAND-CLIFFS: Names William Brake as Executive Vice President

COBALT CMBS: Fitch Puts Low-B Ratings on Six Certificates
CONSECO SENIOR: A.M. Best Cuts Financial Strength Rating to B-
CUSTOM FOOD: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: 95% of Creditors Support of Reorganization Plan
DELTA AIR: S&P Says Creditors' Nod on Plan Won't Affect D Rating

DLJ MORTGAGE: Moody's Cuts Rating on Class M Certificates to B2
DUN & BRADSTREET: Dec. 31 Balance Sheet Upside-Down by $399.1 Mil.
DUN & BRADSTREET: Amends U.S. Qualified Plan and 401(k) Plan
EDGEWATER FOODS: Earns $8.3 Million in Quarter Ended February 28
ENERGY PARTNERS: Tender Offer for Sr. Notes Extended to April 20

FIRST CONSUMERS: Fitch Cuts Rating on Class B Notes to C
FIRST MERCURY: S&P Withdraws Ratings at Company's Request
FORD MOTOR: Defects Prompt Recall of 527,000 Ford Escape SUVs
FREEHAND HJ: Case Summary & Five Largest Unsecured Creditors
FREMONT GENERAL: Inks Pact Selling $2.9 Billion Sub-Prime Loans

FRONTLINE CAPITAL: Court Okays Reckson-Catskills Transactions
FRONTLINE CAPITAL: Court Extends Exclusive Period to May 18
GATEHOUSE MEDIA: Asset Purchase Cues S&P's Negative CreditWatch
GENOIL INC: Inks Deal w/ Lenders to Extend Notes Maturity to Oct.6
GOODYEAR TIRE: CEO Says Company is Well Positioned for the Future

GOODYEAR TIRE: W. Alan McCollough Elected to Board of Directors
GOODYEAR TIRE: Directors Re-Elected at 2007 Annual Meeting
GOTTAPLAY INTERACTIVE: Has $1.4 Mil. Net Loss in Qtr Ended Dec. 31
GSAMP TRUST: Heavy Losses Cue S&P to Lower Ratings
GSV INC: Recurring Losses Prompt UHY LLP's Going Concern Doubt

GUARDIAN TECHNOLOGIES: Completes 2nd Securities Private Offering
HERBST GAMING: Earns $42.1 Million in Year Ended December 31
INA CBO: Fitch Cuts Rating on Three Note Classes
INNOPHOS HOLDINGS: S&P Junks Rating on $66 Million Senior Notes
INTEGRAL NUCLEAR: Case Summary & 20 Largest Unsecured Creditors

INTEGRATED SURGICAL: Earns $1,076,681 in Quarter Ended Sept. 30
ION MEDIA: Board Gets Amended Offer from Committee of Stockholders
JEROME FOX: Case Summary & 20 Largest Unsecured Creditors
JL FRENCH: Offers to Sell Shares of Convertible Preferred Stock
JULI BARNSON: Case Summary & 14 Largest Unsecured Creditors

KANA SOFTWARE: Dec. 31 Balance Sheet Upside-Down by $3.1 Million
LAIDLAW INTERNATIONAL: Earns $18.5 Million in Qtr. Ended Feb. 28
LARRY LASTER: Voluntary Chapter 11 Case Summary
MOBILE MINI: Commences Tender Offer for Outstanding 9.5% Sr. Notes
N-STAR REAL: S&P Affirms BB Rating on Class D Notes

NETWORK SOLUTIONS: Moody's Holds B1 Rating on $382.5 Mil. Loan
NOMURA ASSET: Fitch Holds CCC/DR2 Rating on Class B-2 Certificates
NOMURA CBO: Fitch Holds Junk Rating on Two Note Classes
OLDE DOMINION: Case Summary & 14 Largest Unsecured Creditors
PACIFIC LUMBER: Timber Noteholders to Appeal Single Asset Ruling

PACIFIC LUMBER: Hires Pierce Baymiller Human Resources Consultant
PANTRY INC: Moody's Puts Ba3 Rating on Proposed $550 Mil. Loan
PHH CORP: Incurs $7 Million Loss in Quarter Ended September 30
PORT TOWNSEND: Courts Authorizes $38MM Replacement DIP Financing
QUIGLEY CO: Court Extends Pfizer DIP Financing to August 13

QUIGLEY CO: Court Extends Civil Action Removal Period to August 1
REAL ESTATE: DBRS Finalizes Low-B Ratings on 6 Class Certificates
REUNION INDUSTRIES: Mahoney Cohen Raises Going Concern Doubt
RIVERDEEP INTERACTIVE: Moody's Confirms B3 Corporate Family Rating
SAAD MAHMOUD: Voluntary Chapter 11 Case Summary

SIRICOMM INC: Posts $1.4 Million Net Loss in Quarter Ended Dec. 31
SUPERIOR ESSEX: Improved Profitability Prompts S&P to Lift Ratings
TOWN OF MARION: Creditors Can File Proofs of Claim Until Aug. 15
TOWN OF MARION: Objections to Chapter 9 Filing Due on May 9
WAMU COMMERCIAL: Moody's Puts Low-B Ratings on Five Certificates

WASTE SERVICE: Completes $50 Million Senior Sec. Facility Increase
WHITE BIRCH: S&P Rates $550 Million First-Lien Term Loan at B
XENONICS HOLDINGS: Reports Lower Net Loss of $406,000 in First Qtr
YUKOS OIL: Rosneft Unit Pays for 9.44% Stake Bought via Auction

                             *********

ACTUANT CORP: Earns $18.9 Million in Quarter Ended February 28
--------------------------------------------------------------
Actuant Corporation reported net earnings of $18.9 million for the
second quarter ended Feb. 28, 2007.  This compares with net
earnings of $19.3 million for the same period ended Feb. 28, 2006.
Fiscal 2007 second quarter results include a $3.8 million
restructuring charge covering a portion of the company's
restructuring of its European Electrical business.

Second quarter sales increased 24% to $341 million from
$276 million in the prior year, reflecting strong core growth, the
weaker US dollar, and approximately $35 million of sales from
acquired businesses.  Excluding foreign currency exchange rate
changes and business acquisitions, second quarter fiscal 2007
sales increased approximately 7%.  This increase reflected core
growth in all four segments, including 12% in the Industrial
Segment.

Robert C. Arzbaecher, president and chief executive officer of
Actuant, commented, "We are pleased with our second quarter
results, including the 24% sales growth and 13% growth in EPS
excluding restructuring, which were led by the strong performance
of the Industrial Segment.  Consistent with our business model,
acquisitions made a significant contribution to the sales growth,
however, each of our four segments contributed to the 7% core
growth."

Arzbaecher added, "We continued to see significant operating
profit margin improvement in our Industrial Segment.  While
consolidated operating profit margins were down slightly on a
year-over-year basis due to lower profitability in the Electrical
and Actuation Systems segments, Industrial Segment margins
improved by 160 basis points.  Progress was made in improving
Automotive and Recreational Vehicle margins during the quarter,
which positions Actuant well for strong second half earnings
growth.  We expect operating margin improvement in both Electrical
and Actuation Systems Segments in the third and fourth quarter,
and expect margin expansion for Actuant in total for the fiscal
year."

Net debt, which is total debt of $595 million less approximately
$25 million of cash, was $570 million, an increase of $115 million
from the beginning of the quarter.  Excluding the approximate
$110 million of cash used for acquisitions and the $9 million
decline in accounts receivable securitization, Actuant generated
approximately $5 million of cash flow in the second quarter, which
is a seasonally weak cash-flow period.

The company had availability under its revolving credit facility
in excess of $200 million as of Feb. 28, 2007.

At Feb. 28, 2007, the company's balance sheet showed
$1,389.2 million in total assets, $971.1 million in total
liabilities, and $418.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1d36

                       About Actuant Corp.

Headquartered in Butler, Wis., Acuant Corp. (NYSE: ATU) --
http://www.actuant.com/-- is a diversified industrial company
with operations in more than 30 countries.  The Actuant businesses
are market leaders in highly engineered position and motion
control systems and branded hydraulic and electrical tools and
supplies.  The company employs a workforce of more than 6,700
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Moody's Investors Service affirmed its Ba2 corporate family rating
for Actuant Corp.


ADVANCE FOOD: Moody's Cuts Rating on $40 Million Loan to B1
-----------------------------------------------------------
Moody's Investors Service lowered the first-time ratings assigned
to Advance Food Company's first lien senior secured credit
facility to B1 from Ba3 to reflect changes in the company's
capital structure from that which served as the basis for our
original ratings.  The B1 corporate family rating and B3 rating
assigned to the second lien term loan are not affected by this
action, and have been affirmed.  The rating outlook remains
stable.

On Feb. 22, 2007, Moody's assigned a Ba3 rating to the company's
proposed first lien credit facility, which was to have consisted
of a $40 million revolving credit facility and a $210 million term
loan B.  However, the first lien term loan B was subsequently
increased by $15 million, to $225 million, and the second lien
term loan was decreased by $15, to $50 million.  These changes,
and the proportionally greater first lien debt and lower second
lien debt in the capital structure, resulted in a downgrade of
the first lien credit facilities according to Moody's Loss Given
Default methodology.

Ratings downgraded:

Advance Food Company:

     - $40 million first-lien revolving credit facility due 2012
       to B1 (LGD 3, 45%) from Ba3 (LGD 3, 42%)

     - $225 million first-lien Term Loan B, including a $50
       million delayed draw term loan, due 2014 to B1 (LGD 3,
       45%) from Ba3 (LGD 3, 42%).  The term loan B was
       originally expected to be $210 million.

Ratings affirmed:

Advance Food Company:

     - Corporate family rating at B1

     - Probability of default rating at B1

     - $50 million second-lien Term Loan due 2014 at B3 (LGD 6,
       92%).  The term loan was originally expected to be $65
       million.

Proceeds from the above facilities were used to refinance existing
indebtedness, fund a dividend to shareholders, and pay related
fees and expenses.  Included in the $225 million first lien term
loan B is a $50 million delayed draw term loan to be used to
finance the construction of a new processing facility in Enid,
Oklahoma.  Proceeds from the $40 million revolver will be used for
ongoing working capital requirements, capital expenditures, and
other general corporate purposes.

Headquartered in Enid, Oklahoma, Advance Food Company is a leading
full service manufacturer and marketer of a wide variety of value-
added, portion-controlled meat products sold primarily into the
foodservice distribution channel.  Pro forma 2006 revenues exceed
$530 million.


AEGIS ASSET: Monthly Losses Cue S&P to Lower Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed securities issued by four Aegis Asset
Backed Securities Trust transactions.  Of the five lowered
ratings, four remain on CreditWatch with negative implications.
In addition, the ratings on 13 classes from the same transactions
were affirmed.

The lowered ratings and CreditWatch placements are based on the
recent negative relationship between monthly excess spread and
monthly realized losses, as well as the current level of
delinquencies, which indicates that this relationship could
continue.  In addition, the overcollateralization targets have
begun to step down, which has allowed credit enhancement to be
released from these transactions.  S&P expect that once the O/C
targets have reached their floors, these transactions will
continue to take losses and the O/C levels will fall below their
targets.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the certificates.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  If monthly losses
decline to a point at which they no longer outpace monthly excess
interest and the level of O/C has not been further eroded, S&P
will affirm the ratings and remove them from CreditWatch.
Conversely, if losses continue to outpace excess interest and the
levels of O/C continue to decline, further negative rating actions
can be expected.

Cumulative losses in these transactions range from 2.14% (series
2004-1) to 3.01% (series 2003-2) of the original pool balances.
Severe delinquencies (90-plus day, foreclosure, and REO) range
from 12.15% (series 2004-3) to 27.83% (series 2003-2) of the
current pool balances.  Credit enhancement for these transactions
is provided by a combination of O/C, excess interest, and
subordination of the junior classes.

The underlying collateral for these certificates consists
primarily of conventional, first- or second-lien, adjustable- or
fixed-rate, fully amortizing and balloon, residential mortgage
loans.  The mortgage loans were originated according to
underwriting guidelines that target nonconforming or subprime
mortgage loans.


        Ratings Lowered and Remaining on Creditwatch Negative

                  Aegis Asset Backed Securities Trust

                                        Rating
                                        ------
            Series     Class       To             From
            ------     -----       --             -----
            2003-1      M-2        B/Watch Neg    BBB/Watch Neg
            2003-2      B          B/Watch Neg    BB/Watch Neg
            2003-3      B          BB/Watch Neg   BBB/Watch Neg
            2004-1      B3         BB/Watch Neg   BBB-/Watch Neg

                            Rating Lowered

                   Aegis Asset Backed Securities Trust

                                            Rating
                                            ------
                   Series      Class      To      From
                   ------      -----      --      ----
                   2003-1       B-1        D       CCC

                             Ratings Affirmed

                  Aegis Asset Backed Securities Trust

                     Series      Class      Rating
                     ------      -----      ------
                     2003-1      A-1         AAA
                     2003-1      M-1         AA
                     2003-2      M-1         AA
                     2003-2      M-2         A
                     2003-3      M-1         AA
                     2003-3      M-2         A
                     2003-3      M-3         A-
                     2004-1      A           AAA
                     2004-1      M-1         AA
                     2004-1      M-2         A
                     2004-1      M-3         A-
                     2004-1      B-1         BBB+
                     2004-1      B-2         BBB


AIRWAYS INDUSTRIES: Clear Thinking Named Liquidation Trustee
------------------------------------------------------------
Clear Thinking Group, LLC, and Joseph E. Myers, a partner and
managing director in the firm, have been named Liquidation Trustee
in the Airways Industries Inc. bankruptcy case.

The appointment became effective with the confirmation of the
luggage manufacturer's Chapter 11 Plan of Reorganization by the
U.S. Bankruptcy Court for the Western District of Pennsylvania.

Under terms of the engagement, Myers and staff from Clear Thinking
Group's Creditors Rights Practice will take all actions consistent
with the duties and responsibilities of the Liquidation Trustee,
as outlined in the Liquidation Trust Agreement.  Such actions will
include, but not be limited to, handling the wind-down of Airways
Industries' estate, the prosecution of claims and the disbursement
of funds to general unsecured creditors.

Robert Hirsh, a partner in the New York City law firm of Arent
Fox, LLP, represented the Unsecured Creditors Committee and will
serve as Counsel to the Creditor Trustee.

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactured suitcases,
garment bags, briefcases, and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  The Debtor sold
all or substantially all of its assets free and clear of liens to
TravelPro International Inc. on March 1, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.  On March 22, 2007, the Court
confirmed the Debtor's Plan of Liquidation.


ALEXANDER FUNERAL: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Alexander Funeral Services, Inc.
             2721 Highway 129 South
             Cleveland, GA 30528

Bankruptcy Case No.: 07-20733

Debtor-affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Gateway Memory Park, Inc.                  07-20737

Type of Business: The Debtors provide funeral services and owns
                  cemeteries.

Chapter 11 Petition Date: April 13, 2007

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtors' Counsel: Harmon T. Smith, Jr., Esq.
                  P.O. Box 1276
                  Gainesville, GA 30503
                  Tel: (770) 536-1313

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

A. Gateway Memory Park, Inc's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
S.B.A./Colson                    bank loan             $174,492
Colson Services Corp.;           value of
503/504 Program                  collateral:
4 New York Plaza, 17th Floor     $1,096,666
New York, NY 10004

Community Bank & Trust           bank loan              $34,859
P.O. Box 1900                    value of
Cornelia, GA 30531               collateral:
                                 $33,000

York Casket/Milso                trade debt             $18,089
2 Northern Center, Suite 100
Pittsburgh, PA 15212-5851

Citicard (Visa)                  trade debt              $5,873

Chase                            trade debt              $5,505

American General                 trade debt              $2,765


ALL AMERICAN: Inks Second Forbearance Agreement with Lenders
------------------------------------------------------------
All American Semiconductor, Inc., has entered into a Second
Forbearance Agreement with the lenders under its Credit Facility
dated as of May 14, 2003, as amended.  The lenders agreed to
extend the forbearance period which would have expired on April
15, 2007 until April 24, 2007 unless sooner terminated in the
event of a forbearance default.

During the extended forbearance period, the lenders agreed to
continue to provide revolving credit loans and to forbear from
exercising their rights and remedies against the company with
respect to existing and anticipated defaults.  The lenders have
given no indication that they will further extend the forbearance
period beyond April 24, 2007.

Subject to certain limitations, the lenders agreed to continue
providing additional liquidity to the company in the short term by
allowing the company up to approximately $4.95 million of
overadvances from April 16, 2007 through April 20, 2007 and up to
approximately $4.91 million of overadvances from April 21, 2007
until April 24, 2007.

Among other requirements of the Forbearance Agreement, the company
is subject to limitations on types and manner of disbursements
(including vendor payments) to be made, the company must continue
to pay interest at the default rate on all outstanding obligations
and the lenders' revolving credit commitment under the Credit
Facility was reduced from $70 million to $60 million.

The company has reduced its bank borrowings from a reported high
during 2006 of $94.8 million at the end of the second quarter of
2006 to approximately $55.0 million as of March 27, 2007 and to
approximately $46.0 million as of April 11, 2007.

                       Strategic Alternatives

The company has been exploring a variety of strategic
alternatives, including a sale, additional financing, refinancing
or recapitalization, but has not secured any such transaction to
address the company's liquidity issues.  The company continues to
consider its alternatives including a potential sale of the
company's assets and a Chapter 11 bankruptcy filing.  The company
cannot provide any assurance that its efforts will enable it to
continue as a going concern.

In an effort to improve operating efficiencies, in the fourth
quarter of 2006, the company terminated its relationship with
certain suppliers which accounted for an aggregate of $7.7 million
of the company's unaudited 2006 revenues.  Additionally, the
company's continuing operating and liquidity issues have resulted
in the loss of other suppliers as of April 11, 2007 aggregating
sales of $50.4 million of the company's unaudited 2006 revenues.
The company's backlog of customer orders has declined from
$96.4 million at the end of the third quarter of 2006 to $52.8
million as of March 23, 2007 and to $34.6 million as of April 12,
2007.

                           Filing Delay

Revenue and other data for 2006 remains subject to possible
adjustments in connection with the completion of the year-end
audit and the preparation of the company's Annual Report on Form
10-K for the year ended December 31, 2006.  The company also
announced today that it does not expect to complete its year-end
audit in time to file its Form 10-K by April 17, 2007, the
extended due date pursuant to Form 12b-25 which the company
previously filed with the Securities and Exchange Commission.  The
company cannot determine at this time when it will be able to file
the Form 10-K.

                       About All American

Headquartered in Miami, Florida, All American Semiconductor, Inc.
(NASDAQ-GM: SEMI) -- http://www.allamerican.com/--  is a
distributor of electronic components that include transistors,
diodes, memory devices, microprocessors, microcontrollers, other
integrated circuits, active matrix displays and various board-
level products, as well as passive/electromechanical components.
Passive products include capacitors, resistors and inductors.
Electromechanical products include power supplies, cable,
switches, connectors, filters and sockets.  These products are
sold primarily to original equipment manufacturers in a range of
industries.  The company also sells products to contract
electronics manufacturers.  Through the Aved Memory Products
division of its subsidiary, Aved Industries, Inc., it also designs
and has manufactured by third parties under the label of its
subsidiary's division certain memory modules which are sold to
original equipment manufacturers.


ALLIED HOLDINGS: Can Borrow $15 Mil. From Yucaipa to Buy Oil Rigs
-----------------------------------------------------------------
After an interim hearing held on April 4, 2007, the Honorable Ray
Mullins of the U.S. Bankruptcy Court for the Northern District of
Georgia approved the Purchase Agreement entered into by Allied
Systems, Allied Holdings Inc. and Yucaipa Transportation.

Judge Mullins authorized Allied Systems, on an interim basis, to
borrow up to $15,000,000 from Yucaipa Transportation.

The Ad Hoc Committee of Equity Security Holders argued that the
Debtors' "emergency motion" for financing has been served on
barely 24 hours' notice and, solely on that basis, should not be
allowed to proceed to hearing.  The Ad Hoc Equity Committee
further contended that:

     * a quick review of the Debtors' request reveals that the
       it contains serious substantive problems, which should
       prevent the Court from granting the requested relief in
       any event;

     * the Debtors' request is effectively asking the Court to
       reach an immediate valuation conclusion on their total
       enterprise value, in advance of a fully-informed and
       contested valuation hearing; and

     * there is no need for the relief requested in the motion,
       as Yucaipa can simply bid for the rigs and sell those rigs
       to the Debtors on bargained terms thereafter.

The Court, however, ruled that the Debtors have an immediate need
to obtain the Equipment Financing in order to, among other
things:

   (a) purchase the Rigs;

   (b) pay the costs of the initial retrofit and repair of the
       Purchased Rigs; and

   (c) pay related transaction costs, fees and expenses.

Judge Mullins overruled all objections to the interim approval of
the Equity Financing to the extent they are not resolved.

The Court found that the Debtors are unable to obtain:

     * financing on more favorable terms from sources other than
       Yucaipa Transportation; and

     * adequate unsecured credit allowable under Section
       503(b)(1) as an administrative expense.

The Court will convene a final hearing to consider the Equity
Financing on April 23, 2007, at 2:00 p.m.  Objections to the
Equity Financing arrangement, if any, must be filed and served by
April 18.

          Sopris and Aspen Wants Interim Order Stayed

Sopris Capital Advisors, LLC, and Aspen Advisors LLC ask the
Court for a stay of the Interim Order pending their appeal of
that order to the United States District Court for the Northern
District of Georgia.

Absent an immediate stay of the terms of the Interim Order, the
Debtors' equity holders and other stakeholders will be
irreparably and seriously harmed, John A. Bicks, Esq., at
Sonnenschein Nath & Rosenthal LLP, in New York, contends.

For every dollar of debt that the Debtors incur to Yucaipa under
the authority of the Interim Order, the equity firm gets an
unfair windfall at the expense of all other creditors and equity
holders of the Debtors, Mr. Bicks argues.  The windfall is the
result of Yucaipa's ability to convert each claim dollar into
equity of the reorganized Debtors at an unreasonably low
enterprise valuation that is more than $100,000,000 below the
midpoint valuation proffered by the Debtors' own financial
advisors.

Mr. Bicks contends that, among other things, no party will suffer
any harm, particularly because Sopris stands ready to provide
replacement financing on even better terms than Yucaipa has
proposed.

Absent a stay of the Interim Order pending appeal, Mr. Bicks
adds, Aspen's and Sopris' ability to obtain appellate review of
the Interim Order may be adversely affected.  If the Interim
Order is not stayed pending the appeal, the Debtors and Yucaipa
will undoubtedly try to draw as much as possible, as quickly as
they can justify, on the Equipment Financing so as to enable them
to argue that the appeal of the Interim Order is effectively
moot.

                      Oil Rigs Purchase

The Debtors had asked the Court for permission to purchase
approximately 150 used rigs and related equipment from Yucaipa
Transportation.

The Debtors relate that they have to confront the significant
recurring capital expenditures and maintenance costs associated
with their aging fleet.  They have faced higher than anticipated
costs of repairing and maintaining their existing tractors and
trailers.  Unless reduced, these costs could threaten their
ability to operate profitably outside of Chapter 11.

To emerge from their Chapter 11 cases as viable and competitive
businesses, the Debtors need to revamp their aging fleet of rigs,
Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, states.

The Debtors inform the Court that another vehicle transporter has
commenced a liquidation of its assets and businesses and has
initiated an auction process to sell its tractor and trailer
units and related equipment.  The auction process is being
conducted by a third-party professional auctioneer and has been
scheduled in various cities on at least four separate dates.

The Debtors are interested in acquiring up to approximately 150
of the auctioned rigs, but lack the financial resources,
Mr. Kelley says.  The Debtors' existing postpetition credit
facility includes a cap on the amount of borrowings that can be
used for capital expenditures.

Yucaipa Transportation, an affiliate of plan co-proponents
Yucaipa American Alliance Fund I, LP and Yucaipa American
Alliance (Parallel) Fund I, L.P., has agreed to participate in
the auction process.  Assuming that it is successful, Yucaipa
Transportation will sell certain of the rigs to Allied Systems,
Ltd. (L.P.), one of the Debtors.

Yucaipa Transportation has agreed to provide purchase money
financing to the Debtors as well as additional loans to provide
the Debtors with funds for the initial retrofitting and repair of
the Purchased Equipment and certain related fees, costs and
expenses.

The Secured Super-Priority Debtor in Possession and Exit Credit
and Guaranty Agreement, dated as of March 30, 2007, entered into
by the Debtors, and agents Goldman Sachs Credit Partners L.P.,
and The CIT Group/Business Credit, Inc., permits the Debtors to
obtain the Equipment Financing.  Borrowings under the Equipment
Financing do not count against the Existing DIP Financing
Facility's cap on capital expenditures, Mr. Kelley maintains.

The Equipment Financing will be evidenced by customary
documentation, including a loan and security agreement,
promissory notes and other instruments.  Some provisions of the
Equipment Financing are subject to negotiation.

Mr. Kelley asserts that the Equipment Financing provides
substantial benefits to the Debtors' estates because:

   (a) it enables the Debtors to upgrade their fleet, without
       reducing their availability under the Existing DIP
       Financing Facility;

   (b) Yucaipa Transportation has agreed that any interest under
       the Equipment Financing will be "paid in kind," and not in
       cash, thereby further preserving the resources of the
       estates;

   (c) it will be satisfied through the issuance of equity of
       reorganized Debtors pursuant to the Plan of
       Reorganization; and

   (d) the Debtors will upgrade their fleet without any cash
       outlay.

Mr. Kelley maintains that the Debtors' acquisition of the
Purchased Equipment through transactions with Yucaipa provides
the Debtors with the best opportunity in the foreseeable future
to revamp their fleet at a reasonable price and, thus, maximize
their prospects to emerge from these chapter 11 cases as viable
entities.

            Purchase Agreement Terms and Conditions

Pursuant to the Purchase Agreement, Allied Systems will purchase
approximately 150 used Rigs from Yucaipa Transportation.

Allied Systems will provide technical assistance to Yucaipa
Transportation in connection with the Auction.

Yucaipa Transportation is not obligated to purchase any Rigs at
the Auction or to sell the Rigs it acquires to Allied Systems.
However, if Yucaipa Transportation elects to sell any Rigs to
Allied Systems, then the Debtor will be obligated to purchase the
Rigs.

The Rigs will be sold to Allied Systems on an "as is" and "where
is" basis without representations or warranties.  Allied
Holdings, Inc., and Allied Systems will be responsible for any
liabilities relating to the Rigs or their use.

Allied Systems will be responsible for the titling, registering
and licensing of the Rigs and any related taxes or fees.  It will
also perform the initial repair and retrofit of the Rigs that it
acquires.

The taxes and fees and the labor costs and out-of-pocket expenses
incurred in connection with the initial repair and retrofit of
the Rigs may be financed through the issuance of additional
secured promissory notes under the Equipment Financing.  The
maximum amount of the financed labor costs and out-of-pocket
expenses may not exceed $30,000 per Rig, or $450,000 in the
aggregate, without Yucaipa Transportation's approval.

            Equipment Financing Term and Conditions

The more salient terms of the Equipment Financing are:

Borrower:          Allied Systems, Ltd. (L.P.).

Guarantors:        Allied Holdings, Inc., and each of its
                    subsidiaries other than Allied Systems and
                    Haul Insurance Limited.

Lender:            Yucaipa Transportation, LLC.

Facility Amount:   $15,000,000 of secured financing.

Purpose/Use
of Proceeds:       The proceeds will be used:

                      (i) to pay the purchase price for the Rigs
                          purchased from the Yucaipa
                          Transportation;

                     (ii) to pay taxes and fees incurred by Allied
                          Systems and its affiliates in connection
                          with the titling, registration and
                          licensing of the Purchased Equipment;
                          and

                    (iii) to finance certain labor costs and
                          out-of-pocket expenses incurred by
                          Allied Systems and its affiliates in
                          connection with the initial repair and
                          retrofit of such equipment.

Interest Rate
and Payment:       All amounts outstanding under the Equipment
                    Financing will bear interest at three-month
                    LIBOR plus 4%.

                    Accrued interest will be added to principal
                    quarterly on the first day of each calendar
                    quarter and thereafter bear interest.

Maturity:          The maturity date of the Equipment Financing
                    will be the earliest of:

                       * April 2008, as the parties agreed;

                       * the effective date of an approved Chapter
                         11 plan of reorganization with respect to
                         the Debtors confirmed by the Court; and

                       * the date that all obligations under the
                         Equipment Financing and the promissory
                         notes will become due and payable in
                         full, whether by acceleration or
                         otherwise.

Security:          The Equipment Financing and the Purchase
                    Agreement will be secured by first priority
                    security interests in the Purchased Equipment
                    and all its proceeds.

Administrative
Priority:          The Debtors' obligations under the Equipment
                    Financing and the Purchase Agreement will
                    constitute superpriority administrative claims
                    under the Bankruptcy Code, subject and
                    subordinate to the superpriority
                    administrative claims of the Agent and the DIP
                    Lenders granted under the Existing DIP
                    Financing Facility.

A full-text copy of the Purchase Agreement is available for free
at http://researcharchives.com/t/s?1d2c

A full-text copy of the Equipment Financing is available for free
at http://researcharchives.com/t/s?1d2d

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN HOME: Moody's Rates Class B-2 Certificates at B3
---------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
notes issued by American Home Mortgage Investment Trust 2007-1 and
ratings ranging from Aaa to B3 to the subordinate notes in the
deal.

The certificates are backed by adjustable-rate, negative
amortization, Alt-A mortgage loans originated by American Home
Mortgage Investments Corp.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination.  In addition, the transaction will benefit from an
interest rate swap agreement provided by Deutsche Bank AG New York
Branch. Moody's expects collateral losses to range from 1.00% to
1.20%.

American Home Mortgage Servicing, Inc. will service the loans and
Wells Fargo Bank N.A. will act as master servicer.  Moody's has
assigned Wells Fargo Bank N.A. its top servicer quality rating of
SQ1 as master servicer.

The complete rating actions are:

American Home Mortgage Investment Trust 2007-1

Mortgage-Backed Notes and Grantor Trust Certificates,
Series 2007-1

Issuer: American Home Mortgage Investment Trust 2007-1

    * Cl. A-1-A, Assigned Aaa
    * Cl. A-1-B, Assigned Aaa
    * Cl. A-1-C, Assigned Aaa
    * Cl. A-2, Assigned Aaa
    * Cl. A-3, Assigned Aaa
    * Cl. IO-P, Assigned Aaa
    * Cl. M-1, Assigned Aaa
    * Cl. M-2, Assigned Aa1
    * Cl. M-3, Assigned Aa1
    * Cl. M-4, Assigned Aa2
    * Cl. M-5, Assigned Aa3
    * Cl. M-6, Assigned A1
    * Cl. M-7, Assigned A2
    * Cl. M-8, Assigned A3
    * Cl. M-9, Assigned Baa1
    * Cl. B-1, Assigned Ba2
    * Cl. B-2, Assigned B3


AMERIPATH INC: Inks $2 Billion Merger Deal with Quest Diagnostics
-----------------------------------------------------------------
Quest Diagnostics Incorporated has signed a definitive agreement
to acquire AmeriPath Inc. in an all cash transaction valued at
approximately $2 billion, including approximately $770 million in
debt at closing.  AmeriPath, a company controlled by Welsh,
Carson, Anderson and Stowe IX, L.P., provides dermatopathology,
anatomic pathology and esoteric testing with annualized revenues
in excess of $800 million.

"This acquisition will establish our leading position in cancer
diagnostics with a focus on dermatopathology, anatomic pathology
and molecular diagnostics," said Surya N. Mohapatra, Ph.D.,
chairman and chief executive officer of Quest Diagnostics.
"AmeriPath is respected for its leadership in dermatopathology and
anatomic pathology, two of the fastest growing segments in
diagnostic testing.  Additionally, its Specialty Laboratories will
further strengthen our hospital and esoteric testing business.
The acquisition will accelerate Quest Diagnostics' revenue and
earnings growth and provide compelling benefits for patients,
physicians, hospitals and payers through enhanced customer service
and expanded test offerings."

AmeriPath Inc. operates three divisions.  Dermpath Diagnostics has
an industry-leading team of over 80 board-certified
dermatopathologists who interpret 2.4 million biopsies annually.
Its anatomic pathology division, which operates under the
AmeriPath brand, has expertise in gastroenterology, urology,
oncology and women's health.  Specialty Laboratories, its esoteric
testing business, is a leading full-service clinical laboratory
serving hospitals, reference laboratories and physicians
nationwide.  AmeriPath has approximately 400 pathologists and
clinical scientists and has nearly 4,000 employees.

"AmeriPath and Quest Diagnostics share a deep commitment to
providing the highest quality diagnostic services to physicians
and their patients," said Donald E. Steen, chairman and chief
executive officer of AmeriPath.  "The joining together of our
companies will facilitate and accelerate our mission of becoming
the leader in the innovative delivery of quality pathology disease
management services."

The transaction is expected to be completed during the second
quarter of 2007 and is subject to the satisfaction of customary
conditions, including regulatory clearance.  The acquisition is
expected to have minimal impact to Quest Diagnostics' 2007
earnings per share and be modestly accretive to 2008 earnings per
share, before anticipated charges related to the transaction.

Quest Diagnostics intends to pay for the transaction, refinance
AmeriPath's existing debt, and the debt from the HemoCue
acquisition completed earlier this year with the proceeds of a new
$1 billion one-year bridge loan and a new five-year $1.5 billion
term loan, both committed to be underwritten by Morgan Stanley.
The bridge loan is expected to be refinanced shortly after the
closing.

                      About Quest Diagnostics

Headquartered in Lyndhurst, N.J., Quest Diagnostics Incorporated
(NYSE: DGX) -- http://www.questdiagnostics.com/-- provides
diagnostic testing, information and services that patients and
doctors need to make better healthcare decisions.

         About Welsh, Carson, Anderson and Stowe IX, L.P.

Welsh, Carson, Anderson and Stowe is one of the largest and most
successful private equity investment firms in the United States.
Since its founding in 1979, Welsh Carson has organized 14
investment partnerships with capital of more than $16 billion.

                          About AmeriPath

Headquartered in Palm Beach Gardens, Florida, AmeriPath Inc. --
http://www.ameripath.com/-- provides anatomic pathology,
dermatopathology and molecular diagnostic services to physicians,
hospitals, clinical laboratories and surgery centers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Moody's Investors Service affirmed AmeriPath Inc.'s B2 Corporate
Family Rating with a stable outlook.

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Standard & Poor's affirmed all of its existing ratings on
AmeriPath Inc., including the 'B+' corporate credit rating with a
negative outlook.


ASARCO LLC: Court Extends Exclusive Plan-Filing Period to August 9
------------------------------------------------------------------
The Honorable Richard S. Schimdt of the U.S. Bankruptcy Court for
the Southern District of Texas extended, until Aug. 9, 2007, the
exclusive period wherein ASARCO LLC and its debtor-affiliates can
file a plan of reorganization.  Judge Schimdt also gave the
Debtors until Oct. 9, 2007 to solicit acceptances of that plan.

                     Reasons for Extension

The Debtors are burdened by more than 95,000 asbestos-
related personal injury claims.  The Debtors contend that until
these contingent liabilities are quantified in a manner
consistent with the requirements for confirmation of a plan, the
Debtors cannot:

   -- secure new capital or exit financing;

   -- determine the size and treatment of an unsecured creditor
      class; or

   -- prepare a disclosure statement that contains meaningful
      information of what creditors can generally expect to
      receive under a Chapter 11 plan.

Moreover, the Debtors are involved in unique labor issues, and
management and ownership disputes that further add to their
complexity and have consumed much of their time and energy since
the Debtors' filing for bankruptcy.

"An extension of the exclusivity periods will provide the Debtors
with necessary time to quantify, by estimation or negotiation,
contingent claims and present a confirmable Chapter 11 plan for
the benefit of all creditors and stakeholders," James R. Prince,
Esq., at Baker Botts LLP, in Dallas, Texas, maintains.

The Debtors originally asked the Court to further extend the
exclusive period until Nov. 30, 2007, and the exclusive period for
them to solicit acceptances of that plan until Jan. 29, 2008.

                            Responses

1. Asarco Inc.

Asarco Incorporated asked the Court to condition the extension of
the exclusive periods upon the Debtors' cooperation in providing
Asarco Inc.'s financial advisor with immediate access to
financial and operational data.

Asarco Inc. believes that it is possible to propose a
reorganization plan that will pay all of ASARCO LLC's creditors
in full and preserve ASARCO LLC's equity value for its owner.
Brooks Hamilton, Esq., at Haynes and Boone, LLP, in Houston,
Texas, asserted that access to ASARCO LLC's financial and
operational data will allow Asarco Inc. to put forth that plan of
reorganization.

However, ASARCO LLC and its board of directors insist on treating
Asarco Inc. as just another bidder, and apparently expect it to
wait to receive information until they are ready to launch a
full-scale sale process, Mr. Hamilton told the Court.

Asarco Inc. is not seeking to terminate exclusivity at this time
to file its own reorganization plan, Mr. Hamilton clarified,
because it expects the ASARCO LLC Board, once presented with a
confirmable plan that pays all creditors in full, to adopt that
plan.

Should that fail to happen, Asarco Inc. reserves its right to
seek to modify or terminate exclusivity and to oppose any future
extensions of exclusivity.

2. U.S. Government

The U.S. Government contended that any extension of the Exclusive
Periods must be dependent on the Debtors actually proposing a
process that is reasonable and that provides equal access to the
same information for all qualified potential investors or
purchasers.

Any process that prefers one candidate over another should not be
acceptable, David L. Dain, Esq., in Washington, D.C., asserted.

The Government has urged the Debtors to propose a schedule for
providing access to information to third parties before the April
11 hearing so that all parties-in-interest will have some
opportunity to review and comment in a meaningful way before the
Court relies on any schedule to grant a further extension of
exclusivity, Mr. Dain told the Court.  The Debtors, however,
have not agreed to cooperate.

An almost eight-month extension of the Exclusive Periods is
inappropriate, Mr. Dain pointed out.  The request extension
assumes that all creditors will be satisfied.  The Court should
not enter an order based on that assumption, Mr. Dain maintained.

If the Debtors propose an acceptable schedule and then perform in
accordance with that schedule in a way that satisfies all
creditors, then they will have a powerful argument that the
exclusivity should be extended in the future to allow the process
to be completed, Mr. Dain asserted.

Accordingly, the Government asked the Court to extend the
Exclusive Periods until no later than July 10, 2007.

Counsel for certain environmental agencies in the states of
Arizona, California, Colorado, Idaho, Missouri, Montana,
Nebraska, New Mexico, Oklahoma, Ohio, Texas Natural Resource
Damage Trustees, the Texas Commission on Environmental Quality
and Washington support the Government's arguments.

3. ACRE

ACRE Acquisition Company, LLC, opposed the length of the proposed
extension of exclusivity.

ACRE, however, did not object to a reasonable extension of the
Exclusive Periods for three months.  A three-month extension is
more reasonable under the circumstances and more in line with the
previous exclusivity extension requests rather than the eight-
month extension sought, Deirdre B. Ruckman, Esq., at Gardere
Wynne Sewell, LLP, in Dallas, Texas, asserted.

ACRE contended that a three-month extension should be conditioned
on the Debtors committing to a process that allows interested
parties to perform due diligence on ASARCO LLC's assets for the
purpose of presenting a proposal to either acquire the assets
through a sale under Section 363 of the Bankruptcy Code or
otherwise fund a plan of reorganization.

Ms. Ruckman told the Court the Debtors have been sharing
information with Harbinger Capital Partners, a potential buyer
that has apparently executed a confidentiality agreement with the
Debtors.  It also appears that the Debtors are in the process of
formulating a strategy for a sale, Ms. Ruckman added.

ACRE seeks that all potential bidders or investors be afforded
the same opportunity to execute a confidentiality agreement and
perform due diligence.  This will allow the Debtors to propose a
plan structure that would maximize value for all creditors, Ms.
Ruckman contended.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 42 and 44; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASSURED PHARMACY: Miller Ellin Expresses Going Concern Doubt
------------------------------------------------------------
Miller, Ellin & Company LLP cited several factors that raised
substantial doubt about the ability Assured Pharmacy Inc. to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
factors that the auditing firm cited were the company's negative
cash flow from operations of about $3.7 million in 2006,
accumulated deficit of about $19.7 million at Dec. 31, 2006, and
recurring losses from operations.

As of Dec. 31, 2006, the company listed a stockholders' deficit
of $1.4 million, up from $793,361 as of Dec. 31, 2005.  The
company had total assets of $3.3 million, total liabilities of
$4.6 million, and minority interests of $658,160 as of
Dec. 31, 2006.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $4.5 million on gross sales of $7.9 million, as compared with a
net loss of $4.8 million on gross sales of $3.8 million for the
year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had $466,404 in cash, which
primarily resulted from funds raised in the private offering of
common stock.  As of Dec. 31, 2006, the company had current assets
in the amount of $2.1 million and had current liabilities in the
amount of $3.1 million, resulting in a working capital deficit of
$957,913.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d29

                      About Assured Pharmacy

Based in Irvine, California, Assured Pharmacy Inc., fka eRXSYS
Inc. (OTC BB: APHY.OB) -- http://www.assuredpharmacy.com/--
operates a pharmacy chain that fulfills prescriptions for patients
with chronic pain and other long-term care conditions.  Assured
Pharmacy has agreements with major health plan administrators and
prescription compounders licensed by the DEA to provide controlled
substances in all 50 states.  The company currently operates five
retail locations on the west coast, with two in California (Santa
Ana and Riverside), one in Oregon (Portland), and one in
Washington (Kirkland/Seattle).


ATSI COMMS: January 31 Balance Sheet Upside-Down by $2.6 Million
----------------------------------------------------------------
ATSI Communications Inc. reported net income of $38,000 on total
operating revenues of $7.1 million for the second quarter ended
Jan. 31, 2007.  This compares with a net loss of $186,000 on total
operating revenues of $2.9 million for the second quarter ended
Jan. 31, 2006.

Consolidated operating revenues increased 140% between periods.

Carrier services revenue increased $4.1 million from the quarter
ended Jan. 31, 2006, to the quarter ended Jan. 31, 2007 mainly
attributed to an increase in customers over the last twelve
months.

Communication services revenue decreased approximately 7% or
$2,000 from the quarter ended Jan. 31, 2006, to the quarter ended
Jan. 31, 2007.

The increase in net income is attributed to the increase between
quarters in gross profit margin of approximately $386,000 partly
offset by the increase of approximately $156,000 in selling,
general and administrative expenses, the increase in bad debt
expense of $25,000 and an increase in interest expense of $13,000.

At Jan. 31, 2007, the company's balance sheet showed $1.6 million
in total assets and $4.2 million in total liabilities, resulting
in a $2.6 million total stockholders' deficit.

The company's balance sheet also showed strained liquidity with
$1.6 million in total current assets available to pay $4 million
in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2007, are available for
free at http://researcharchives.com/t/s?1d2e

                       Going Concern Doubt

Malone & Bailey PC, in Houston, Texas, expressed substantial doubt
about Atsi Communications Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2006, and 2005.  The auditing firm pointed to
the company's working capital deficit, recurring losses, and
stockholders' deficit.

                    About ASTI Communications

Based in San Antonio, Texas, ASTI Communications Inc. (OTC BB:
ATSX.OB) -- http://www.atsi.net-- through its subsidiaries,
provides international telecommunications services to carriers and
telephony resellers worldwide.  It offers digital voice
communications over the internet using voice-over-Internet-
protocol.  The company's services include carrier, network, and
communication.  The company was founded in 1993 as American
TeleSource International Inc. and changed its name to ATSI
Communications Inc. in 2003.


AUGUSTA TISSUE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Augusta Tissue Mill, LLC
        3452 Cookie Road
        Augusta, GA 30906

Bankruptcy Case No.: 07-10531

Debtor-affiliate that filed separate Chapter 11 petition on
Feb. 13, 2007:

      Entity                        Case No.
      ------                        --------
      Laura Hill Paper, Co.         07-10187

Type of Business: The Debtor manufactures tissue and napkins.
                  See http://www.augustatissue.com/

                  The Honorable William L. Stocks of the U.S.
                  Bankruptcy Court for the Middle District of
                  North Carolina approved the transfer of the
                  Debtor's bankruptcy case from the Southern
                  District of Georgia on April 13, 2007.

                  Judge Stocks transferred the Debtor's case after
                  determining that the Debtor is an affiliate of
                  Laura Hill Paper, Co., which filed for Chapter
                  11 protection on Feb. 13, 2007 (Bankr. M.D. N.C.
                  Case No. 07-10187).  The Court found out that
                  Kent L. Hogan is the common owner of both the
                  companies' 20% outstanding voting securities.

Chapter 11 Petition Date: March 12, 2007

Court: Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's Counsel: J. Benjamin Kay, III, Esq.
                  1111 Wachovia Building, 699 Broad
                  St. Augusta, GA 30901
                  Tel: (706) 722-2008
                  Fax: (706) 722-0832

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
KAL Industrial Services, Inc.              $600,556
P.O. Box 211569
Augusta, GA 30917

Carter Electric                            $334,153
3940 Washington Road
Martinez, GA 30907

BKB Construction, Inc.                     $282,299
P.O. Box 132
Oconto Falls, WI 54154

G.E. Supply                                $170,066
P.O. Box 100275
Atlanta, GA 30384

Flow Automation                            $121,833
970 Syscon Road
Burlington, Ontario
Canada L7L 5S2

Georgia Power                               $95,984

North Carolina Motors                       $76,274

Augusta Fire Protection, Inc.               $58,900

SW & B Construction                         $58,554

Hercules Inc.                               $54,819

Stearns Bank N.A.                           $53,286

Frischkorn, Inc.                            $42,504

Aurora Specialty Chemistries                $34,878

APV                                         $31,856

Scale Systems, Inc.                         $27,577

Albany International                        $26,883

SM Services, Inc.                           $24,479

Conn-Weld Industries, Inc.                  $24,280

Infinite Energy, Inc.                       $22,596

Process Technical Sales, Inc.               $15,572


AUTOMOTIVE PROFESSIONALS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Automotive Professionals, Inc.
        fka API Vehicle Service Contract Co.
        fka Automotive Professionals, Inc.
        1002 East Algonquin Road
        Schaumburg, IL 60173

Bankruptcy Case No.: 07-06720

Type of Business: The Debtor administers vehicle service contract
                  programs.  See http://www.apiprotection.com/

Chapter 11 Petition Date: April 13, 2007

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Erich S. Buck, Esq.
                  Kenneth G. Kubes, Esq.
                  Stephen T. Bobo, Esq.
                  Reed Smith, L.L.P.
                  10 South Wacker Drive, Suite 4000
                  Chicago, IL 60606
                  Tel: (312) 207-1000
                  Fax: (312) 207-6400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


AVANI INTERNATIONAL: Losses Cue J. Tsang's Going Concern Doubt
--------------------------------------------------------------
Jeffrey Tsang & Co. raised substantial doubt about Avani
International Group Inc.'s ability to continue as a going concern
citing the company's recurring losses from operations after
auditing the company's financial reports for the years ended
Dec. 31, 2006, and 2005.

The company recorded total assets of $1 million, total liabilities
of $1.3 million, and total stockholders' deficit of $282,175 in
its balance sheet as of Dec. 31, 2006.  Its December 31 balance
sheet also showed strained liquidity with total current assets of
$974,766 available to pay total current liabilities of $1 million.

Net loss for the year ended Dec. 31, 2006, was valued at $321,046,
versus net income for the year ended Dec. 31, 2005, of $66,072.
The company generated total revenues of $99,307 in 2006 solely
from bottled water and supply sales, as compared with total
revenues of $307,194 in 2005, of which $295,668 is from bottled
water and supply sales and $11,526 is from cooler rentals and
equipment sales.

As of Dec. 31, 2006, the company increased its cash and cash
equivalents to $968,419, from $168,310 as of Dec. 31, 2005.

The company continues to experience significant losses from
operations.  It is uncertain as to when it will achieve profitable
operations.  The company has sold its real estate located in
Canada and intends to re-locate is water manufacturing business to
Malaysia or another country in the Far East, however, the
locations has not been determined at the time of the filing of the
2006 annual report.  In order to re-commence operations, the
company expects that it will need to raise additional working
capital to support its operations.  At the time, the company
cannot predict the amount of funds required, nor can it predict
whether it will be successful in raising such funds.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d2a

                  About Avani International Group

Avani International Group Inc. -- http://www.avaniwater.com/--
used to produce, market, and sell purified, oxygen-enriched water
under the brand name Avani Water.  The company utilizes a
technology, which injects oxygen into purified water.  Its
securities are traded at the Over-the-Counter Bulletin Board under
the symbol, AVIT.


BALLY TOTAL: Interest Non-Payment Cues S&P's Default Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
rating on Bally Total Fitness Holding Corp. to 'D' from 'CC'. The
senior unsecured rating was also lowered to 'D' from 'CCC-'.  At
the same time, Standard & Poor's lowered the corporate credit
rating on Bally to 'D' from 'CCC'.

"The downgrades are based on Bally's intention not to pay the
April 16 interest payment of about $15 million on its senior
subordinated notes," said Standard & Poor's credit analyst Andy
Liu.

The 9.875% notes are scheduled to mature in October 2007.
Nonpayment on them will trigger a cross default under the
indenture governing the company's 10.5% senior notes maturing in
2011.

Bally has obtained a forbearance agreement from its lending group
on its $284 million senior secured credit facility.  It is in
discussions regarding waiver and forbearance agreements with
holders of its senior notes and subordinated notes, as required by
its lending group no later than May 14, 2007.


BANC OF AMERICA: Fitch Cuts Rating on $19.3 Million Certificates
----------------------------------------------------------------
Fitch Ratings has downgraded this class of Banc of America Large
Loans, Inc.'s commercial mortgage pass-through certificates,
series 2004-BBA4:

    - $19.3 million class K to 'BB+' from 'BBB-'

Fitch also affirms the following classes:

    - $19.8 million class B at 'AAA'
    - $37.2 million class C at 'AAA'
    - $17.9 million class D at 'AAA'
    - $16.9 million class E at 'AAA'
    - $15.5 million class F at 'AAA'
    - $15.1 million class G at 'AAA'
    - $9.4 million class H at 'AAA'
    - $11.2 million class J at 'AA+'

The interest only classes X-1A 'AAA', X-1B 'AAA', X-2 'AAA', X-3
'AAA' and X-4 'AAA' are also affirmed.

Class K is removed from Rating Watch Negative and classes A1, A2
and X-5 have paid in full.

The downgrade is due to the continuing poor performance of the
Arapaho Business Park loan (8.4%).  Based on year end 2006
information provided by the servicer, occupancy has declined to
75%, down from 76% at YE 2005 and 89.3 % at issuance.  The loan is
no longer considered investment grade quality.  Nonetheless,
Fitch's rating takes into account the mitigation of risk in this
transaction by the presence of subordinate debt on the Arapaho
property.

Since Fitch's previous rating action in November 2006, an
additional 12% of the collateral has paid off.  Since issuance,
82.2% of the pool has repaid, reducing the transaction balance to
$162.4 million, from $912.3 million at issuance.

Six loans remain in the transaction.  Based on a review of the YE
2006 financial and occupancy information, Killeen Mall (25.8%),
Federal Gateway Office (21.6%), Westgate Mall (19.1%) and the
remaining portion of the VEF Hotel Portfolio (14%) continue to
perform above expectations at issuance, with all showing increases
in net cash flow and DSCR.  The Heritage Square I & II, has
continued to improve its performance and is now 96.6% occupied.


BANC OF AMERICA: Moody's Holds Ba3 Rating on Class L Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 24 classes of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-5 as:

    - Class A-1, $2,752,781, affirmed at Aaa
    - Class A-1A, $250,910,000, affirmed at Aaa
    - Class A-2, $305,377,000, affirmed at Aaa
    - Class A-3, $150,227,000, affirmed at Aaa
    - Class A-AB, $45,540,000, affirmed at Aaa
    - Class A-4, $188,667,000, affirmed at Aaa
    - Class A-1A, $236,696,550, affirmed at Aaa
    - Class A-J, $90,241,000, affirmed at Aaa
    - Class X-P, Notional, affirmed at Aaa
    - Class XC, Notional, affirmed at Aaa
    - Class B, $39,161,000, affirmed at Aa2
    - Class C, $13,621,000, affirmed at Aa3
    - Class D, $22,135,000, affirmed at A2
    - Class E, $11,919,000, affirmed at A3
    - Class F, $17,026,000, affirmed at Baa1
    - Class G, $11,919,000, affirmed at Baa2
    - Class H, $22,134,000, affirmed at Baa3
    - Class J, $6,811,000, affirmed at Ba1
    - Class K, $6,811,000, affirmed at Ba2
    - Class L, $3,405,000, affirmed at Ba3
    - Class RP-1, $5,029,000, affirmed at A3
    - Class RP-2, $3,770,000, affirmed at Baa1
    - Class RP-3, $2,828,000, affirmed at Baa2
    - Class RP-4, $2,373,000, affirmed at Baa3
    - Class CS, $5,453,819, upgraded to Baa2 from Baa3

As of the March 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.3%
to $1.32 billion from $1.38 billion at securitization.  The
Certificates are collateralized by 107 mortgage loans ranging in
size from less than 1.0% to 10.5% of the pool, with the top 10
loans representing 47.1% of the pool. The pool includes five
shadow rated loans, representing 28.9% of the pool.  Five loans,
representing 2.6% of the pool, have defeased and are secured by
U.S. Government securities.

There have been no losses since securitization and currently there
are no loans in special servicing.  Ten loans, representing 8.6%
of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for approximately 93.6% and 77.2%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 95.1%, compared to 96.3% at securitization.  Moody's
is upgrading Class CS due to the improved performance of the
Charles Square Loan, discussed below.

The largest shadow rated loan is the Bank of America Center Loan
($137.0 million -- 10.5%), which represents a 32.9% participation
interest in a $417.0 million first mortgage loan.  The loan is
secured by three office buildings totaling 1.8 million square feet
located in downtown San Francisco, California.  Overall occupancy
was 94.6% as of March 2007, essentially the same as at
securitization.  Moody's current shadow rating is A3, the same as
at securitization.

The second shadow rated loan is the Ocean Residences Loan
($90.0 million -- 6.9%), which is secured by a 492-unit
multifamily condominium unit located in a mixed use
residential/office property located in the Battery Park area of
New York City.  The property was 97.0% occupied as of September
2006, essentially the same as at securitization.  Moody's current
shadow rating is Baa3, the same as at securitization.

The third largest shadow rated loan is the Charles Square Loan
($76.4million -- 5.9%), which is secured by a mixed use
development consisting of a 293-room full service hotel, 139,000
square feet of office/retail space and a 508-vehicle parking
garage located in the Harvard Square neighborhood of Cambridge,
Massachusetts.  The office/retail portion has maintained 100.0%
occupancy since securitization. Financial performance of the hotel
has improved significantly since securitization.  The hotel's
RevPAR for calendar year 2006 was $207, compared to $141 at
securitization.  The collateral is also encumbered by a $5.4
million B Note, which is the security for non-pooled Class CS.
Moody's current shadow ratings of the first mortgage loan and the
B Note are Baa1 and Baa2, compared to Baa2 and Baa3 at
securitization.

The fourth largest shadow rated loan is the Rentar Plaza Loan
($52.0million -- 5.7%), which is secured by a 1.6 million square
foot mixed use industrial, office and retail property located in
Queens, New York.  The City of New York is the sole tenant of the
office space and a major tenant of the industrial space. The
property is also encumbered by a $14.0 million B Note which
secures non-pooled Classes RP-1, RP-2, RP-3 and RP-4.  Moody's
current shadow ratings of the first mortgage loan and the B Note
are A2 and Baa3, the same as at securitization.

The fifth largest shadow rated loan is the Princeton Arms and
Court Loan ($22.0 million -- 1.7%), which is secured by two
multifamily properties totaling 592 units located in central New
Jersey. Financial performance has declined since securitization
due to decreased revenues and increased operating expenses.  The
properties were constructed in 1972 and have been impacted by soft
market conditions and new competition. Moody's current shadow
rating is below investment grade, compared to Aa2 at
securitization.

The top three conduit loans represent 11.9% of the outstanding
pool balance.  The largest conduit loan is the Simon-Cheltenham
Square Mall Loan ($54.9 million - 4.2%), which is secured by the
borrower's interest in a 639,000 square foot community retail
center located in suburban Philadelphia, Pennsylvania.  The
property was 98.1% occupied as of February 2007, compared to 97.0%
at securitization. Financial performance has been impacted by
increased operating expenses.  Moody's LTV is 112.5% compared to
104.1% at securitization.

The second largest conduit loan is the ICG Portfolio Loan ($50.5
million -- 3.9%), which is secured by two office buildings located
in Washington, D.C.  The buildings total 259,000 square feet.
Occupancy was 98.7% as of September 2006, compared to 94.1% at
securitization.  Moody's LTV is 99.8%, the same as at
securitization.

The third largest conduit loan is the Congressional Village &
Jefferson at Congressional Loan ($50.3 million -- 3.8%), which is
secured by a 100,000 square foot retail center and an adjacent 7.3
acre land parcel, which is improved with a recently constructed
403-unit Class A multifamily property.  The collateral is located
in Rockville, Maryland.  The retail center was 96.0% leased as of
December 2006, compared to 78.7% at securitization.  Moody's LTV
is 89.3%, compared to 89.7% at securitization.


BAYONNE MEDICAL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bayonne Medical Center
        29th Street & Avenue E
        Bayonne, NJ 07002

Bankruptcy Case No.: 07-15195

Type of Business: The Debtor provides healthcare services and
                  operates a medical center.
                  See http://www.bayonnemedicalcenter.org/

Chapter 11 Petition Date: April 16, 2007

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Stephen V. Falanga, Esq.
                  Connell Foley LLP
                  85 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 535-0500
                  Fax: (973) 535-9217

                        -- and --

                  Adam C. Rogoff, Esq.
                  Cooley Godward Kronish LLP
                  1114 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 479-6000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 30 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Cerner Corporation                       $3,725,871
c/o Matt Dobsky
P.O. Box 412702
Kansas City, MO 64141
Tel: (816) 221-1024

State Street                             $1,952,406
c/o Adam Lynch
1200 Crown Colony Drive
Quincy, MA 02169-0938

MD-X Solutions, Inc.                     $1,099,118
c/o Joe Davi
725 Darlington Avenue
Mahway, NJ 07430
Tel: (201) 444-9900

Morrison Management Specialists, Inc.      $902,382
c/o Legal Department
5801 Peachtree Dunwoody Road
Atlanta, GA 30342

Sempra Energy Solutions                    $594,008
c/o Yolanda Saldivar
P.O. Box 51345
Los Angeles, CA 90051-5645
Tel: (619) 696-4880

Pantheon Capital LLC                       $590,936
One International Boulevard
Suite 410
Mahway, NJ 07495
c/o Cheryl Cohen
Tel: (201) 529-6840
c/o Bob Toma
Tel: (201) 529-6842
c/o Robert Levitski
Tel: (610) 448-4765

Crothall Healthcare, Inc.                  $524,040
c/o Jean Shapert
Senior Regional Manager
13028 Collections Center Drive
Chicago, IL 60693
Tel: (610) 249-0420
Fax: (800) 447-4476 ext. 359

General Electric Co.                       $494,710
c/o Steve Kurtz
P.O. Box 640944
Pittsburgh, PA 15264-0944
Tel: (800) 437-1171
Fax: (845) 206-2624

Amerisource Bergen Drug Corp.              $451,015
c/o Melissa Passo
P.O. Box 642755
Pittsburgh, PA 15264-2755
Tel: (800) 562-2526
Fax: (800) 562-2526 ext. 2158

Owens & Minor, Inc.                        $429,779
c/o Mark Joy
Sales Director
P.O. Box 8500-55182
Philadelphia, PA 19178-5182
Tel: (800) 858-6885

AON Consulting                             $418,568
P.O. Box 7300
Radnot, PA 19087-7300
Tel: (732) 302-2100

Bayonne Emergency Associates, LLC          $373,892
c/o Dr. David Istvan
29 East 29th Street
Bayonne, NJ 07002
Tel: (201) 858-7119

Self Pay Solutions, Inc.                   $352,892
P.O. Box 4211
Clifton, NJ 07012
Tel: (973) 253-9090

Bayonne M.U.A.                             $322,266
c/o Steve Gallo
P.O. Box 1289
Bayonne, NJ 07002
Tel: (201) 339-3200

Phoenix Health Care, Inc.                  $295,299
c/o Kathleen Carroll
560 Sylvan Avenue
Englewood Cliffs, NJ 07632
Tel: (201) 567-4364

State of New Jersey                        $285,340
P.O. Box 633
Trenton, NJ 08646-0633

McCabe Ambulance Service, Inc.             $252,004
c/o Mickey McCabe
7 East 41st Street
Bayonne, NJ 07002
Tel: (201) 858-1200

GSPO Provider Services Corp.               $249,405

Central Admixture Pharmacy                 $224,256

B. Braun Medical, Inc.                     $223,807

Public Service Electric & Gas Co.          $211,887

McKesson Drug                              $195,930

TRG Healthcare, LLC                        $192,299

ACS Consultant Company, Inc.               $183,756

Corporate Express                          $174,729

Regional Pathologists, P.C.                $169,946

Proskauer Rose, LLP                        $169,258

David J. Istvan, M.D.                      $161,572

PanHealth, Inc.                            $158,267

New York Blood Center                      $150,748


BAYVIEW CAPITAL: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayview Capital, Inc.
        317 Dutchmans Point Road
        Mantoloking, NJ 08738

Bankruptcy Case No.: 07-15136

Chapter 11 Petition Date: April 13, 2007

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, L.L.C.
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
James Maggs, Esq.                                      $113,812
Maggs & McDermott
800 Old Bridge Road
Brielle, NJ 08730-1334

Howard Schraub                   trade debt             $67,000
8746 Caminito Sueno
La Jolla, CA 92037-1604


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba2
---------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust, Series 2007-AC3 and ratings ranging from Aa2 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, Alt-A
residential mortgage loans originated by EMC Mortgage Corporation,
Fifth Third Mortgage Company, GreenPoint Mortgage Funding, Inc.,
and various other originators, none of which originated more than
10% of the mortgage loans.  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses provided by subordination, overcollateralization, and
excess spread.  Moody's expects collateral losses to range from
1.00% to 1.20%.

EMC and Fifth Third Mortgage Company will service the loans and
EMC will also act as master servicer.  Moody's has assigned EMC
its servicer quality rating of SQ2 as a primary servicer of
residential prime mortgage loans.

The complete rating actions are:

Bear Stearns Asset Backed Securities I Trust 2007-AC3

Asset-Backed Certificates, Series 2007-AC3

    * Class A-1, Assigned Aaa
    * Class A-2, Assigned Aaa
    * Class M-1, Assigned Aa2
    * Class M-2, Assigned A1
    * Class M-3, Assigned A2
    * Class M-4, Assigned A3
    * Class B-1, Assigned Baa1
    * Class B-2, Assigned Baa2
    * Class B-3, Assigned Baa3
    * Class B-4, Assigned Ba2


BIOFORCE NANOSCIENCES: Auditors Express Going Concern Doubt
-----------------------------------------------------------
Chisholm, Bierwolf & Nilson LLC raised substantial doubt about
BioForce Nanosciences Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's substantial losses from operations and limited
product sales.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $4 million on revenues of $415,087, as compared with a net loss
of $2.1 million on revenues of $139,770 for the year ended Dec.
31, 2005.

As of Dec. 31, 2006, the company listed total assets of $5 million
and total liabilities of $1.1 million, resulting to total
stockholders' equity of $3.9 million.  The company's accumulated
deficit as of Dec. 31, 2006, was $9.9 million.

                    Liquidity and Capital Resources

The company has been financed to date by raising capital through
private equity offerings, loans from related parties, governmental
grants and loans from government entities.  It used $2.6 million
of cash in its operating activities during 2006 and $1.6 million
in 2005.  During 2006 this included $1.2 million to build up
inventory, largely of Nano eNabler(TM) system related items, in
anticipation of future sales.  The company also used cash of
$348,418 during 2006 to purchase equipment and pay for the costs
of patenting and trade marking its intellectual property, as
compared with $486,036 in 2005.

During 2006, the company received $5.3 million of net cash from
the issuance of common stock in a private placement, as compared
with $589,900 in 2005.  It received no proceeds from the issuance
of long-term debt during 2006, whereas the company received
$1.4 million in 2005 from the issuance of debt.  It was able to
satisfy $1.6 million of debt obligations through the issuance of
shares of common stock during 2006.

The company expects cash reserves, which were $2.6 million as of
Dec. 31, 2006, will be adequate to support its cash flow
requirements through July 31, 2007.  The company intends to
augment these cash reserves via the issuance of its equity
securities in a private placement, or by incurring additional debt
to finance its continuing operations.

The company's net working capital at Dec. 31, 2006, totaled
$3 million, as compared with a working capital deficit of $777,934
at Dec. 31, 2005.  The increase in working capital is attributable
to completion of the private placement of its common stock in
March 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d31

                    About BioForce Nanosciences

BioForce Nanosciences Inc. based in Ames, Iowa, (OTC BB: BFNH.OB)
-- http://www.bioforcenano.com/-- provides products that support
the growth of the nanotechnology industry.  BioForce is a wholly
owned subsidiary of BioForce Nanosciences Holdings Inc.


BOULDER SPECIALTY: Uncompleted Merger Cues S&P to Withdraw Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said today it withdrew its 'B-'
corporate credit rating and other ratings on Cresskill, New
Jersey-based Boulder Specialty Brands Inc.

"We are withdrawing our ratings because the company's planned
merger with GFA Brands has not been completed yet," said Standard
& Poor's credit analyst Alison Sullivan.  Standard & Poor's
intends to revisit the rating as the deal nears completion.


CALYPTE BIOMEDICAL: Odenberg Ullakko Raises Going Concern Doubt
---------------------------------------------------------------
Odenberg, Ullakko, Muranishi & Co., LLP raised substantial doubt
about the ability of Calypte Biomedical Corporation to continue as
a going concern after auditing the company's financial statements
as of Dec. 31, 2006, and 2005.  The auditing firm said that the
company has suffered recurring operating losses and negative cash
flows from operations.  Odenberg Ullakko added that Calypte's
management believes that the company's cash resources will not be
sufficient to sustain its operations through 2007 without
additional financing.

                        Financial Condition

The company's balance sheet as of Dec. 31, 2006, reflected total
stockholders' deficit of $9.4 million, resulting from total assets
of $8 million and total liabilities of $17.4 million.  The
company's balance sheet as of Dec. 31, 2006, also showed strained
liquidity with total current assets of $970,000 available to pay
total current liabilities of $5.8 million.  The company's cash
balance at Dec. 31, 2006, was $372,000.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $13.8 million on product sales of $547,000, as compared with a
net loss of $8.8 million on product sales of $427,000 for the year
ended Dec. 31, 2005.  Net loss in 2006 included a charge for
$8.2 million in non-cash interest expense primarily attributable
to the accounting for our convertible debt and related derivatives
and the re-pricing of certain warrants and the company incurred a
$5 million negative cash flow to fund our operations.

Operating cash burn rate has been trending downward since 2004.
The company's burn rate for the year ended Dec. 31, 2005, declined
to about $700,000 per month from $1.1 million per month in 2004.
The company's consolidated operating cash burn rate for 2006
averaged less than $500,000 per month, including the impact of the
company's Chinese joint venture operations.  Domestic burn rate
decreased primarily as a result of the restructuring of the
company's business and the discontinuation of its Legacy Business.

                           Stock Warrants

During March 2007, the company entered into Subscription
Agreements for a private placement transaction with four
accredited investors for the sale of an aggregate of 100 million
shares of its common stock plus warrants and received an aggregate
of $5.2 million in cash.  Investors received immediately
exercisable warrants to purchase an aggregate of 150 million
additional shares of the company's common stock. If fully
exercised, the warrants would provide an additional $13.5 million
in cash.

The company entered into agreements for a total of $617,800 in
other financings in the first quarter of 2007.  At March 29, 2007,
the company also had outstanding the unpaid balance of the April
2005 Secured 8% Convertible Notes and related interest notes and
the 7% Promissory Notes issued under the 2005 Marr Credit
Facility, aggregating $9,433,000, all of which were due in April
2007.

In March 2007, the company extended the maturity date of an
aggregate of $9.2 million of these notes to April 2009.
With the exercise of the warrants uncertain, the company does not
believe its current cash resources are sufficient to fully attain
its business milestones and achieve positive cash flow.  Based on
current obligations and 2007 operating plans, the company does not
believe it can sustain operations throughout 2007 without
obtaining additional financing or in the absence of an early
exercise of a significant portion of the 150 million warrants.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d34

                     About Calypte Biomedical

Headquartered in Lake Oswego, Oregon, Calypte Biomedical
Corporation (OTC Bulletin Board: CBMC) -- http://www.calypte.com/
-- manufactures testing solutions for HIV, STDs, and other chronic
diseases.


CASE FINANCIAL: Dec. 31 Balance Sheet Upside-Down by $1.2 Million
-----------------------------------------------------------------
Case Financial Inc. reported a net loss of $8,518 for the first
quarter ended Dec. 31, 2006.  This compares with a net loss of
$394,468 for the same period ended Dec. 31, 2005.  The company did
not report any revenue in both comparable periods.

Results for the first quarter ended Dec. 31, 2006, included a gain
from the discontinued operations of the company's litigation
finance business of $111,131, while the results of the prior
period quarter included a loss from discontinued operations of
$18,851.

For the three months ended Dec. 31, 2006, administrative expenses
decreased to $114,876, from $219,631 for the three months ended
Dec. 31, 2005.

Interest expense was $5,775 for the three months ended
Dec. 31, 2006, compared with $104,036 for the three months ended
Dec. 31, 2005, a decrease of $98,261.

At Dec. 31, 2006, the company's balance sheet showed $2,007,853 in
total assets and $3,257,380 in total liabilities, resulting in a
$1,249,527 stockholders' deficit.  Additionally, accumulated
deficit stood at $10,881,828.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $2,006,246 in total assets available to pay
$3,257,380 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d37

                       Going Concern Doubt

Chang G. Park, CPA, in Chula Vista, Calif., expressed substantial
doubt about Case Financial Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  Mr. Park
pointed to the company's accumulated deficit of $10,873,309 at
Sept. 30, 2006.

                       About Case Financial

Based in Carlsbad, Calif., Case Financial Inc. (OTC BB: CSE.OB) --
http://www.casefinancial.com/-- used to provide pre-settlement
and post-settlement litigation funding services to attorneys
involved in personal injury and other contingency litigation,
conducted primarily within the California courts.

By unanimous consent of the Board of Directors dated
Sept. 30, 2005, the company discontinued further investment in its
Litigation Finance Business other than the collection or other
disposition of the company's existing loan and investment
portfolio.


CDC MORTGAGE: Moody's Junks Rating on Five Certificate Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded ten classes of
certificates from five CDC Mortgage Capital Trust deals issued in
2001, 2002 and 2003.  The transactions consist of primarily first-
lien, adjustable and fixed-rate subprime mortgage loans.  All of
the transactions have multiple originators.  The loans in the
2002-HE1 and 2003-HE3 deals are serviced by Ocwen Federal Bank,
FSB, the loans in the 2002-HE3 and 2003-HE1 deals are serviced by
Fairbanks Capital Corp., and the loans in the 2004-HE1 deal are
serviced by Countrywide Home Loans Servicing, LP.

Although the deals' losses are performing within the area of
original expectations, the subordinate certificates are being
downgraded based on existing credit enhancement levels relative to
the current projected losses on the underlying pools.  As of the
March 25, 2007 reporting date, the overcollateralization amounts
in all of the deals were well below their 50 bp floors and future
losses could cause further erosion of the overcollateralization
and put pressure on the most subordinate tranches.  Furthermore,
the overcollateralization in the 2002-HE3 deal has been fully
eroded and the Class B-2 certificates are currently realizing
losses.

The complete rating actions are:

Issuer: CDC Mortgage Capital Trust

Downgrade:

    * Series 2002-HE1, Class B, downgraded from Ba2 to Caa1
    * Series 2002-HE3, Class M-2, downgraded from A2 to Baa2
    * Series 2002-HE3, Class B-1, downgraded from B3 to Ca
    * Series 2003-HE1, Class B-1, downgraded from Ba1 to Caa1
    * Series 2003-HE1, Class B-2, downgraded from B3 to C
    * Series 2003-HE3, Class B-1, downgraded from Baa1 to Baa3
    * Series 2003-HE3, Class B-2, downgraded from Ba1 to B1
    * Series 2003-HE3, Class B-3, downgraded from B2 to Ca
    * Series 2004-HE1, Class B-2, downgraded from Baa2 to Baa3
    * Series 2004-HE1, Class B-3, downgraded from Baa3 to Ba3


CHAPARRAL ENERGY: Earns $23.8 Million in Year Ended December 31
---------------------------------------------------------------
Chaparral Energy Inc. recorded a net income of $23.8 million on
total revenues of $245 million for the year ended Dec. 31, 2006,
as compared with a net income of $12.9 million on total revenues
of $133.1 million for the year ended Dec. 31, 2005.

Oil sales increased from $77.9 million in 2005 to $117.5 million
during the year ended Dec. 31, 2006.  Natural gas sales revenues
increased from $123.5 million for the year ended Dec. 31, 2005, to
$131.7 million for the year ended Dec. 31, 2006.  Oil and gas
production for the year ended Dec. 31, 2006, increased due
primarily to the addition of volumes from acquisitions, the
company's expanded drilling program and enhancements of our
existing properties.

The company listed in its balance sheet total assets amounting to
$1.3 billion and total liabilities of $1.2 billion, resulting to
total stockholders' equity of $177.9 million as of Dec. 31, 2006.
The company's December 31 balance sheet also showed strained
liquidity with total current assets of $31.8 million available to
pay total current liabilities of $104.3 million.  Retained deficit
as of Dec. 31, 2006, was $3.9 million, as compared with retained
deficit as of Dec. 31, 2005, of $48 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d38

                        2006 Transactions

These are material events that have impacted the results of
operations or liquidity:

Stock Split

On Sept. 27, 2006, the company effected a 775-for-1 stock split
in the form of a stock dividend to shareholders of record as of
Sept. 26, 2006.  All share and per share amounts for all periods
discussed and disclosed within this report have been restated to
reflect this stock split.

Private Equity Sale

On Sept. 29, 2006, the company closed the sale of an aggregate of
102,000 shares of Chaparral's common stock to Chesapeake Energy
Corporation for an aggregate purchase price of $102 million.
Proceeds from the sale after commissions and expenses were about
$100.9 million and were used for general corporate and working
capital purposes and acquisitions of oil and gas properties.

Acquisition of Calumet Oil

On Oct. 31, 2006, the company acquired all of the outstanding
capital stock of Calumet Oil Company and all of the limited
partnership interests and membership interests of certain of its
affiliates for a cash purchase price of about $500 million.
Calumet owns properties principally located in Oklahoma and Texas,
areas.  Additionally, as part of the transaction, the company
acquired Calumet's hedging arrangements.

Seventh Restated Credit Agreement

In conjunction with the purchase of Calumet, the company entered
into a Seventh Restated Credit Agreement.  As of Oct. 31, 2006,
upon the completion of the Calumet acquisition, the company had
$629 million outstanding under its Credit Agreement.  As of
Dec. 31, 2006, the company had $637 million outstanding under the
Credit Agreement.

Production Tax Credit

During 2006, the company purchased interests in two venture
capital limited liability companies resulting in a total
investment of $15 million.  Expected return on the investment will
be receipt of $2 of tax credits for every $1 invested to be
recouped from the company's Oklahoma production taxes.

                      About Chaparral Energy

Headquartered in Oklahoma City, Chaparral Energy Inc. --
http://www.chaparralenergy.com/-- an independent oil and natural
gas production and exploitation company.  The company also drills
in Texas and the Gulf Coast.  In 2006 the company agreed to
acquire Calumet Oil for about $510 million.

                          *     *     *

Chaparral Energy Inc.'s $275 million senior notes due 2017 carries
Standard & Poor's Ratings Services' 'CCC+' senior unsecured
ratings as well as the ratings agency's 'B' corporate credit
rating.  The outlook was revised to stable from negative.

Chaparral also carries Moody's Investors Service's B3 corporate
family and probability of default ratings, and the company's
existing 8.5% senior notes due 2015 carry Moody's Caa1, LGD5, 75%.


CLARKE AMERICAN: S&P Rates $615 Million Senior Notes at B-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Clarke American Corp.'s $615 million of fixed and floating-rate
senior unsecured notes due 2015.  The notes will be privately
placed with registration rights under Rule 144A, and will be
guaranteed by each of Clarke's current and future domestic
subsidiaries.

The notes, along with Clarke's $1.9 billion senior secured credit
facility, will be used to finance the $1.7 billion acquisition of
John H. Harland Company (Harland), and to refinance existing debt
at Clarke.  On March 28, 2007, Harland shareholders approved the
deal, and on April 4, 2007, Clarke received notice of an early
termination of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976.  The transaction is expected
to close in the second quarter of 2007.  Pro forma lease-adjusted
leverage is 7.1x as of Dec. 31, 2006.

The corporate credit rating on Clarke is 'B+', and the rating
outlook is negative.  The rating reflects the company's high pro
forma debt leverage, potential merger challenges, aggressive
financial policy, and business operations concentrated in an
industry that is facing secular decline given ongoing shifts by
consumers away from paper checks to online forms of payment.
These factors are tempered by expected improvement in Clarke's
business profile following the close of the transaction, as the
company will become the leading player in the check printing
industry, based on revenues and EBITDA.

In addition, S&P believe that a meaningful level of synergies will
be realized due to the combination.

Ratings List

Clarke American Corp.
Corporate Credit Rating             B+/Negative/--


New Rating

Clarke American Corp.
$615M Sr Unsecd Nts Due 2015        B-


CLEAR CHANNEL: Two Investors Moving On with Privatization Plan
--------------------------------------------------------------
Private-equity groups Thomas H. Lee Partners and Bain Capital
Partners have been courting more shareholders in line with an
upcoming shareholder meeting regarding a plan to privatize Clear
Channel Communications Inc., Sarah McBride and Dennis K. Berman of
The Wall Street Journal report.

According to WSJ, two big investment funds, which declined to be
identified, said representatives of parties involved in the deal
had reached out to them to suggest adjustments to the deal that
might satisfy them.

In addition, the source says bankers at Goldman Sachs were
huddling with Clear Channel's board Sunday, discussing options
that could be taken at the last moment.

One possibility, the Journal says, is a specialized, private
security that would give the shareholders an ongoing, albeit
illiquid, stake in the newly private company.

Last month, Clear Channel disclosed in a regulatory filing
with the Securities and Exchange Commission that Highfields
Capital Management LP beneficially owns a 5% stake in the company,
equivalent to 24,854,400 shares at $0.10 par value per share.

Ms. McBride of WSJ noted in a related report that previously,
Highfields Capital held about 3% of Clear Channel's outstanding
shares.

Boston, Mass.-based Highfields Capital is an investment management
firm focused on identifying long-term value investments on behalf
of public and private charitable foundations, school endowments
and other institutional and private investors.  Highfields Capital
currently manages approximately $10 billion in investment funds.

The increase indicates that the investment company wants more
influence in a coming vote on a possible privatization of Clear
Channel, which Highfields opposes, Ms. McBride said in that
related report, citing people familiar with the matter.

Ms. McBride added that Clear Channel, along with investors Bain &
Co. and Thomas H. Lee, are offering $37.60 a share, but many
investors, including Highfields, believe the company is worth
more.

Clear Channel shareholders of record as of March 23, 2007, are due
to vote on the issue at the special meeting, which will be held
on Thursday, April 19, 2007.

Highfields is Clear Channel's second-biggest holder, Ms. McBride
said.

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
-- http://www.clearchannel.com/-- (NYSE:CCU) is a global leader
in the out-of-home advertising industry with radio and television
stations and outdoor displays in various countries around the
world.  Aside from the U.S., the company operates in 11 countries
-- Norway, Denmark, the United Kingdom, Singapore, China, the
Czech Republic, Switzerland, the Netherlands, Australia, Mexico
and New Zealand.

                          *     *     *

Clear Channel's long-term local and foreign issuer credits carry
Standard & Poor's BB+ rating.

In addition, the company's senior unsecured debt and long-term
issuer default ratings were placed by Fitch at BB- on Nov. 16,
2006.


CLEVELAND-CLIFFS: Names William Brake as Executive Vice President
-----------------------------------------------------------------
Cleveland-Cliffs Inc. appointed William Brake as executive
vice president, Cliffs metallics and chief technical officer,
effective April 16, 2007.

Brake joins Cliffs having served as executive vice president,
operations for Mittal Steel USA, with full operating
responsibility for all of Mittal's domestic steel operations.  He
began his career with LTV Steel, and following the acquisition by
the International Steel Group, was responsible for the initial re-
start of its Cleveland facilities.

"Bill is a highly respected leader whose extensive
steel-industry expertise complements the talents of Cliffs'
existing leadership team," Joseph A. Carrabba, Cleveland-Cliffs
president and chief executive officer commented.  "The company
looks forward to his contribution as the company continue to grow
its organization."

Brake is a member of the Association of Iron and Steel Engineers,
and formerly was co-chair of the Ohio Steel Industry Advisory
Council.  He holds a B.S. in Electrical Engineering and an MBA,
both from Case Western Reserve University.

                      About Cleveland-Cliffs

Headquartered in Cleveland, Ohio, Cleveland-Cliffs, Inc. (NYSE:
CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore
pellets in North America, and sells the majority of its pellets to
integrated steel companies in North America and Canada. The
company operates six iron ore mines located in Michigan, Minnesota
and Eastern Canada.  The company is a majority owner of Portman
Limited, an iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore.

                           *     *     *

Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor
Service's 'B3' rating.


COBALT CMBS: Fitch Puts Low-B Ratings on Six Certificates
---------------------------------------------------------
Cobalt CMBS Commercial Mortgage Trust, Series 2007-C2, commercial
mortgage pass-through certificates are rated by Fitch Ratings as:

    - $37,530,000 class A-1 'AAA'
    - $241,084,000 class A-2 'AAA'
    - $71,881,000 class A-AB 'AAA'
    - $857,504,000 class A-3 'AAA'
    - $485,627,000 class A-1A 'AAA'
    - $221,947,000 class A-MFX 'AAA'
    - $102,630,000 class A-JFX 'AAA'
    - $21,171,000 class B 'AA+'
    - $27,219,000 class C 'AA'
    - $21,170,000 class D 'AA-'
    - $15,122,000 class E 'A+'
    - $18,146,000 class F 'A'
    - $20,000,000 class A-MFL 'AAA'
    - $100,000,000 class A-JFL 'AAA'
    - $30,243,000 class G 'A-
    - $24,195,000 class H 'BBB+'
    - $24,194,000 class J 'BBB'
    - $30,244,000 class K 'BBB-'
    - $12,097,000 class L 'BB+'
    - $3,024,000 class M 'BB'
    - $9,073,000 class N 'BB-'
    - $6,049,000 class O 'B+'
    - $3,024,000 class P 'B'
    - $6,049,000 class Q 'B-'
    - $30,243,905 class S 'N/R'
    - $*2,419,466,905 class X 'AAA'

*Notional amount and interest only.

The $30,243,905 class S is not rated by Fitch.

Classes A-1,A-2, A-AB, A-3, A-1A, A-MFX, A-JFX, B, C, D, E, and F
are offered publicly, while classes A-MFL, A-JFL, G, H, J, K, L,
M, N, O, P, Q, S, and X are privately placed pursuant to rule 144A
of the Securities Act of 1933.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 149 fixed-rate loans having an aggregate principal
balance of approximately $2,419,466,906 , as of the cutoff date.


CONSECO SENIOR: A.M. Best Cuts Financial Strength Rating to B-
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B++
(Good) and the issuer credit ratings of "bbb+" of Conseco, Inc.'s
of Carmel, Indiana [NYSE: CNO] core insurance subsidiaries.

Concurrently, A.M. Best has affirmed the ICR of "bb+" and the debt
ratings of Conseco.  The outlook for these ratings has been
revised to stable from positive.

Additionally, A.M. Best has downgraded the FSR to B- (Fair) from B
(Fair) and the ICR to "bb-" from "bb+" of Conseco Senior Health
Insurance Company of Pennsylvania.  The outlook for both ratings
is stable.

CSH houses the majority of Conseco's run-off long-term care (LTC)
block and continues to exhibit volatile operating results,
exemplified by fourth quarter 2006 claim reserve strengthening of
$54 million.  CSH's ratings recognize that it is capitalized at
regulatory minimums.

The revised outlook reflects that Conseco's recently reported
results failed to satisfy the metrics outlined in A.M. Best's
press release of October 2, 2006.  Specifically, the loss ratio
for Conseco's run-off LTC business increased substantially in
fourth quarter 2006.  Given the significance of the most recent
reserve strengthening, A.M. Best is cautious regarding the future
performance of the run-off LTC block.

In addition to declining earnings trends at Conseco Insurance
Group, the lack of noteworthy premium growth year over year in
CIG's supplemental health lines was inconsistent with
expectations.  Moreover, the performance of Bankers' LTC business
has weakened, reflecting higher initial claims and higher
persistency relative to pricing.  A.M. Best believes ongoing
business risk remains within LTC products given their long-tailed
nature as meaningful claims experience typically takes many years
to develop.

The rating affirmations reflect Conseco's sound GAAP balance
sheet, conservative financial leverage, solid interest coverage,
good quality investment portfolio and stable statutory
capitalization levels for its core insurance entities on both a
stand-alone and consolidated basis.  Additionally, A.M. Best notes
Conseco's progress with respect to distribution, product
development and expense initiatives, with further efficiencies to
be realized.  A.M. Best views favorably the steady earnings
provided by the Bankers and Colonial Penn segments, recognizing
the potential for these trends to continue upon full
implementation of Bankers' LTC re-rates.

The recent identification of a material weakness in Conseco's
internal controls across several of its actuarial reporting
processes causes A.M. Best some concern. Although the reserve
adjustments made in fourth quarter 2006 did not have a material
financial impact on Conseco's financial statements, either
individually or in the aggregate, A.M. Best will closely monitor
the efficacy of the remediation process over the next several
quarters.

The FSR of B++ (Good) and ICRs of "bbb+" have been affirmed for
the following subsidiaries of Conseco, Inc.:

    -- Bankers Life and Casualty Company
    -- Colonial Penn Life Insurance Company
    -- Conseco Health Insurance Company
    -- Conseco Insurance Company
    -- Bankers Conseco Life Insurance Company
    -- Washington National Insurance Company

These debt ratings have been affirmed:

Conseco, Inc.

    -- "bb+" on $300 million 3.5% senior unsecured convertible
       debentures, due 2035

    -- "bb-" on $690 million 5.5% mandatorily convertible
       preferred stock, due 2007

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


CUSTOM FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Custom Food Products, Inc., a Delaware Corporation
        fka Center of the Plan Foods, Inc.
        fka Center of the Plate Foods
        fka CF Products Acquisition Corporation
        fka Best Western Foods, Inc.
        fka Custom Food Products, Inc.
        fka Best WesternfkaCFP Holdings, Inc.
        fka Custom Food Products of Kentucky
        fka Center of the Plate
        fka Best Western Foods
        fka CFP Group, Inc.
        20644 South Fordyce Avenue
        Carson, CA 90810

Bankruptcy Case No.: 07-10495

Type of Business: The Debtor is a develops, manufactures and
                  markets value-added meat, poultry, and pork
                  products sold to the foodservice industry and
                  manufacturers of packaged foods.  See
                  http://www.customfoodproducts.com/

Chapter 11 Petition Date: 04/13/2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis, Esq.
                  Jones Pachulski Stang Ziehl Young Jones &
                  Weintraub, L.L.P.
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S. Bank National Association   debt financing     $11,860,584
Attention: Corporate Trust
Department
180 East Fifth Street
St. Paul, MN 55101
Fax: (651) 244-0711

Swift & Company                  trade debt            $464,363
Attention: Karen Schroeder
P.O. Box 88920
Chicago, IL 60695

Personnel Plus, Inc.             temp labor            $318,599
Attention: Frank Solis
12052 East Imperial Highway,
Suite 200
Norwalk, CA 90650
Tel: (562) 929-9920
Fax: (562) 863-3863

J.H. Parrish Construction        construction          $296,245
Attention: Craig Parrish
7848 Salt Lake Avenue
Huntington Park, CA 90255
Tel: (323) 560-1736
Fax: (323) 560-7752

M&Q Packaging Corp.              trade debt            $167,865

Douglas Machine, Inc.            trade debt            $144,067

B.O.C. Gases                     trade debt            $127,673

O.W.L. Energy Resources, Inc.    trade debt            $121,064

Southern California Edison       utility               $106,218

A.M.B.-S.G.P. C.I.F.             rent                  $102,414

Marcus Food Co., Inc.            trade debt             $94,196

Blue Cross of California         insurance              $78,745

A&M Properties                   rent                   $77,000

Cold Storage Construction        construction           $73,006

Milbank, Tweed, Hadley &         restructuring fees     $62,038
McCloy, L.L.P.

Southern California Gas Co.      utility                $59,048

Kentucky Utilities Co.           utility                $58,085

Bayer/Walsroder                  trade debt             $57,547

International Paper              trade debt             $57,524

Piper Jaffray                    restructuring fees     $50,000


DELTA AIR: 95% of Creditors Support of Reorganization Plan
----------------------------------------------------------
Delta Air Lines disclosed that unofficial results of the vote on
the company's Plan of Reorganization show overwhelming support of
creditors for the company's plan.  More than 95% of ballots cast
and claims value voting were in favor of the plan.

Creditors also voted in similar numbers in favor of the Plan of
Reorganization for Delta's wholly owned regional airline
subsidiary Comair.  The final voting results for both plans will
be filed later this week with the U.S. Bankruptcy Court for the
Southern District of New York.

"The company appreciates its creditors' strong vote of confidence
in its plan, which the company's believes both maximizes recovery
and builds a foundation for Delta's long-term success,"
Edward H. Bastian, Delta's executive vice president and chief
financial officer, said.  "The company is looking forward to a
strong future as the company emerge from bankruptcy later this
month, continuing the momentum it has built through its
restructuring and returning Delta to its rightful place as an
industry leader."

The next milestone in Delta's bankruptcy proceeding will be on
April 25, when the court will be asked to confirm Delta's Plan of
Reorganization, allowing the airline to exit Chapter 11.  On
Feb. 7, Delta received court approval of its Disclosure Statement
and the authorization to solicit votes from creditors on its plan
of reorganization. Voting on the plan ended April 9.

Delta's Plan of Reorganization provides for certain creditors to
receive distributions of newly issued common stock upon the
company's emergence from bankruptcy.  Holders of Delta's existing
common stock will not receive any distributions under Delta's
proposed Plan of Reorganization.  The old equity, which was
delisted from the NYSE on Oct. 13, 2005, is currently trading over
the counter under the symbol DALRQ.  The old equity will be
cancelled upon the effectiveness of the proposed Plan of
Reorganization, which the company believes will be shortly after
the Bankruptcy Court's confirmation hearing scheduled on April 25,
2007.

Accordingly, the company urges that caution be exercised with
respect to existing and future investments in the old equity and
any of Delta's existing liabilities and other securities.

                          About Delta Air

Headquartered in Atlanta, Ga., Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
Company's balance sheet showed $21.5 billion in assets and
$28.5 billion in liabilities.

                            Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the adequacy of the
Debtors' disclosure statement.  The hearing to consider
confirmation the Debtors' plan is scheduled on April 25, 2007.


DELTA AIR: S&P Says Creditors' Nod on Plan Won't Affect D Rating
----------------------------------------------------------------
Delta Air Lines Inc. (rated 'D') announced that creditors had
voted in favor of the company's proposed plan of reorganization,
leaving an April 25, 2007, court hearing to confirm the plan as
the last major remaining step before exiting Chapter 11 (expected
April 30, 2007).

The news does not affect Standard & Poor's Ratings Services' 'D'
corporate credit rating on Delta, which is defined by the
company's bankruptcy status.  S&P announced on March 30, 2007,
that they expect to assign a 'B' corporate credit rating, with a
stable outlook, to Delta when it emerges from bankruptcy.  In
addition, the CreditWatch status of ratings on enhanced equipment
trust certificates, excepting 'AAA' rated, bond-insured
certificates, was revised to positive from developing on March 30,
2007.  That CreditWatch status is unaffected by the creditor vote
in favor of Delta's plan of reorganization.  The ratings on EETCs
will be reviewed and may be raised upon Delta's emergence from
Chapter 11.

"The anticipated 'B' corporate credit rating reflects Delta's
participation in the price-competitive, cyclical, and capital-
intensive airline industry; on below-average, albeit improving,
revenue generation; and on significant intermediate-term debt and
capital spending commitments," said Standard & Poor's credit
analyst Philip Baggaley.  "These weaknesses are mitigated to some
extent by Delta's improved operating costs, which are lower than
those of most other large U.S. hub-and-spoke airlines ['legacy
carriers'], and on substantial reductions in financial obligations
achieved in bankruptcy."

Delta is the third-largest U.S. airline, and, like other legacy
carriers, suffered heavy losses following 2001, due to the effects
of terrorism, high fuel prices, and low-cost competition in the
U.S. domestic market.  Delta entered Chapter 11 bankruptcy
protection in September 2005, following the spike in jet fuel
prices caused by the Gulf hurricanes.  In December 2006, US
Airways Group Inc.  (B-/Positive/--) proposed a merger with Delta,
but withdrew its bid Jan. 31, 2007, after failing to win
sufficient support from the Delta creditors' committee.


DLJ MORTGAGE: Moody's Cuts Rating on Class M Certificates to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded one certificate from a
deal issued by DLJ Mortgage Acceptance Corp.

The Class M from Series 1996-QA has been downgraded in light of
the weak performance of the underlying loans with cumulative
losses exceeding original expectations.  The B-1 certificate has
already assumed some write-downs.

Complete rating actions is:

Downgrade:

Issuer: DLJ Mortgage Acceptance Corp

    * 1996-QA, Class M, Downgraded from Baa3 to B2.


DUN & BRADSTREET: Dec. 31 Balance Sheet Upside-Down by $399.1 Mil.
------------------------------------------------------------------
The Dun & Bradstreet Corp. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that for the year
ended Dec. 31, 2006, the company reported net income of
$240.7 million on revenues of $1.5 billion.  This compares to net
income of $221.2 million on revenues of $1.4 billion.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $1.36 billion and total liabilities of $1.75 billion, resulting
in a shareholders' deficit of $399.1 million.

The company's Dec. 31 balance sheet further showed working capital
deficit with total current assets of $645 million and total
current liabilities of $805 million.

                          Senior Notes

In March 2006, the company issued senior notes with a face value
of $300 million that mature on March 15, 2011, and bears 5.5%
fixed annual interest, payable semi-annually.  The proceeds were
used to repay the company's existing $300 million notes bearing
interest at a fixed annual rate of 6.625%, payable semi-annually,
which matured in March 2006.

                           Credit Facility

In September 2004, the company entered into a $300 million bank
revolving credit facility which bears interest at prevailing
short-term interest rates and will expire in September 2009.  This
facility also supports the company's commercial paper borrowings.

At Dec. 31, 2006, the company had $159.5 million of borrowings
outstanding under this facility.  The company has not drawn on the
facility and did not have any borrowings outstanding under the
facility for the years ended Dec. 31, 2005 and 2004.  The company
also did not borrow under its commercial paper program for the
years ended Dec. 31, 2006, 2005 or 2004.

The bank credit facility requires the maintenance of interest
coverage and total debt to earnings before income, tax
depreciation and amortization ratios.  The company reports that it
was in compliance with these requirements for the years ended Dec.
31, 2006, 2005 and 2004.

A full-text copy of the company's financial statements for the
year ended Dec. 31, 2006, is available for free at:

              http://ResearchArchives.com/t/s?1d3f

                      About Dun & Bradstreet

Based in Short Hills, New Jersey, The Dun & Bradstreet Corporation
(NYSE:DNB) -- http://www.dnb.com/--) is a source of commercial
information and insight on businesses.  Its global commercial
database contains more than 110 million business records.  D&B's
DUNSRight quality process provides its customers with quality
business information to make critical business decisions.  The
company provides customers with four solution sets: Risk
Management Solutions, Sales & Marketing Solutions, E-Business
Solutions and Supply Management Solutions.

D&B operates through two business segments: United States, which
consists solely of its United States operations, and
International, which consists of its operations in Canada, Europe,
Asia Pacific and Latin America.  During the year ended Dec. 31,
2006, the company formed a joint venture, Huaxia D&B China, with
Huaxia International Credit Consulting Co. Ltd.  In March 2007,
the Company acquired First Research, a provider of editorial-based
industry insight, specifically tailored toward sales
professionals.


DUN & BRADSTREET: Amends U.S. Qualified Plan and 401(k) Plan
------------------------------------------------------------
The Dun & Bradstreet Corp. disclosed that on April 12, 2007, its
Board of Directors took these actions with respect to the
company's U.S. benefit plans:

    * amended the company's Dun & Bradstreet Corporation
      Retirement Account; and

    * amended the company's 401(k) Plan.

The company relates that its Retirement Account is amended
effective June 30, 2007.  Any pension benefit that has been
accrued through such date under the U.S. Qualified Plan will be
"frozen" at its then current value and no additional benefits,
other than interest on such amounts, will accrue under the U.S.
Qualified Plan.  All non-vested U.S. Qualified Plan participants
who are actively employed as of June 30, 2007 will be immediately
vested on July 1, 2007.

Under the amended 401(k) Plan, which is effective July 1, 2007,
the company increased its match formula from 50% to 100% of a team
member's contributions and to increase the maximum match to 7%,
from 6%, of such team member's eligible compensation.

The company says that these changes to the U.S. Qualified Plan and
401(k) Plan won't impact its 2007 financial guidance.

On an annualized net basis, the company also believe that these
actions will not have a material impact on its operating income
and will result in a decrease to its cash flow from operating
activities of approximately $11.0 million to $13.0 million,
primarily as a result of the increased match under the 401(k)
Plan.

Based in Short Hills, New Jersey, The Dun & Bradstreet Corporation
(NYSE:DNB) -- http://www.dnb.com/--) is a source of commercial
information and insight on businesses.  Its global commercial
database contains more than 110 million business records.  D&B's
DUNSRight quality process provides its customers with quality
business information to make critical business decisions.  The
company provides customers with four solution sets: Risk
Management Solutions, Sales & Marketing Solutions, E-Business
Solutions and Supply Management Solutions.

D&B operates through two business segments: United States, which
consists solely of its United States operations, and
International, which consists of its operations in Canada, Europe,
Asia Pacific and Latin America.  During the year ended Dec. 31,
2006, the company formed a joint venture, Huaxia D&B China, with
Huaxia International Credit Consulting Co. Ltd.  In March 2007,
the Company acquired First Research, a provider of editorial-based
industry insight, specifically tailored toward sales
professionals.


EDGEWATER FOODS: Earns $8.3 Million in Quarter Ended February 28
----------------------------------------------------------------
Edgewater Foods International Inc. reported net income of
$8,339,668 on revenue of $182,212 for the second quarter ended
Feb. 28, 2007, compared with a net loss of $658,510 on revenue of
$143,372 for the same period ended Feb. 28, 2006.

Results of operations for the quarter ended Feb. 28, 2007,
included a gain of approximately $8,595,000 related to a change in
the fair value of warrants issued to 10 institutional and
accredited investors in conjunction with preferred stock
financings on April 12, May 30, June 30, July 11, 2006 and
Jan. 16, 2007, absent in 2006.

Revenue increased $38,840 or 27% in the current quarter compared
with the same quarter 12 months earlier.  The slower than expected
increase in revenues was mainly the result of a slower than
anticipated start to the 2004 harvest and an unexpected early
season winter storm that forced the company to curtail harvesting
operations during at least one week in November.

Gross loss for the three months ended Feb. 28, 2007, was
approximately $92,000, an increase of approximately $102,000 as
compared to gross profit of roughly $10,000, for the three months
ended Feb. 28, 2006.  Aside from the slower than expected first
quarter scallop sales, part of the increase in gross loss was
attributable to an increase in costs related to a ramp-up of
processing personnel in preparation for increased future
harvests and sales.

General and administrative expenses increased to approximately
$245,000 in the current quarter, from approximately $63,000 for
the quarter ended Feb. 28, 2006.  The increase is attributable to
costs associated with establishing, building, and supporting
infrastructure and included various consulting costs, legal and
accounting fees, compensation paid as result of recent financing,
overhead, and salaries.

Interest expense for the three months ended Feb. 28, 2007,
decreased to $4,876 from interest expense of $52,573 for the three
months ended Feb. 28, 2006.  The decrease in interest expense was
mainly due to repayment of a large short term note in the
third quarter of 2006.

Other income for the three months ended Feb. 28, 2007, was
approximately $159,000 as opposed to other expense of
approximately $517,000 for the three months ended Feb. 28, 2006.
This increase in other income was mainly due to the issuance in
2006 of 520,000 shares of restricted stock to one group in
consideration for the extension of the due date on a share term
loan to Island Scallops and a one time gain of approximately
$159,000 related to the forgiveness of a third party short-term
debt in 2007.

At Feb. 28, 2007, the company's balance sheet showed $6,126,326 in
total assets, $1,747,896 in total liabilities, and $4,378,430 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1d30

                       Going Concern Doubt

LBB & Associates Ltd. LLP in Houston, expressed substantial
doubt about Edgewater Foods International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Aug. 31, 2006.  The auditing firm pointed to the company's
recurring operating losses since inception.

                      About Edgewater Foods

Based in Qualicum Beach, B.C., Edgewater Foods International Inc.
(OTC BB: EDWT.OB) -- http://www.edgewaterfoods.com/-- is the
parent company of Island Scallops Ltd., a Vancouver Island
aquaculture company.  ISL was established in 1989 and for over 15
years has operated a scallop farming and marine hatchery business.


ENERGY PARTNERS: Tender Offer for Sr. Notes Extended to April 20
----------------------------------------------------------------
Energy Partners, Ltd. disclosed the extension of the expiration
date for the cash tender offer to purchase any and all of its
outstanding 8-3/4% Senior Notes due 2010 (CUSIP No. 29270UAC9) and
related consent solicitation to amend the indenture pursuant to
which the Notes were issued from 12:00 midnight, New York City
time, on April 20, 2007 to 5:00 p.m., New York City time, on
May 3, 2007.

As of 5:00 p.m., New York City time, on April 9, 2007, the company
received tenders from holders of $143.43 million in aggregate
principal amount of the Notes, representing approximately 95.62%
of the outstanding Notes.

The price determination date will be 2:00 p.m., New York City
time, 10 business days prior to the Expiration Date as amended.
The company currently expects this date to be April 20, 2007.  The
completion of the tender offer and consent solicitation is subject
to the satisfaction or waiver by the company of a number of
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement dated March 26, 2007.  Holders who validly
tender their Notes and which Notes are accepted for purchase are
expected to receive payment on or promptly after the date on which
the company satisfies or waives the conditions of the tender offer
and consent solicitation.

The Offer is subject to the satisfaction or waiver of certain
conditions, including the closing of the Company's equity self-
tender offer, the consummation of the requisite financing to
purchase the Notes, and certain other customary conditions.

The complete terms and conditions of the Offer are described in
the Offer to Purchase, copies of which may be obtained from
Mackenzie Partners, Inc. the information agent and depositary for
the Offer, at (800) 322-2885 (US toll-free) and (212) 929-5500
(collect).

The company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager in connection with the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, High Yield Special Products, at (888) 292-0070 (US
toll-free) and (704) 388-9217 (collect).

                       About Energy Partners

Headquartered in New Orleans, La., Energy Partners Ltd. (NYSE:
EPL) -- http://www.eplweb.com/-- is an independent oil and
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.


FIRST CONSUMERS: Fitch Cuts Rating on Class B Notes to C
--------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative First Consumers Credit Card Master Note Trust series
2001-A, class B notes to 'C' from 'CCC'.  Fitch has also assigned
a Distressed Recovery rating of 'DR6'.

The rating was originally placed on Rating Watch in March 2006.
The rating action reflects the undercollateralization of class B,
as there is approximately $4.1 million in collateral currently
supporting $17.6 million of the class B notes.  Class B had an
initial principal outstanding amount of $63 million, and the legal
final maturity date is Sept. 15, 2008.


FIRST MERCURY: S&P Withdraws Ratings at Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' counterparty
credit and financial strength ratings on First Mercury Insurance
Co. and affirmed its 'BB' counterparty credit rating on First
Mercury Financial Corp. and then withdrew the ratings at the
company's request.  This was a result of the repayment of the
senior notes in October 2006.

First Mercury is a specialty commercial lines insurer and the
largest subsidiary of its parent holding company FMFC.  FMFC had a
successful initial public offering of common stock in 2006.  Part
of the IPO proceeds were used to substantially reduce financial
leverage by paying off debt and most of the rest was contributed
to First Mercury to support its growth and capitalization.  FMFC
had good earnings in 2006 with a GAAP combined ratio of 67.7%.

"The company's strengths include a strong competitive position in
its niche providing general and professional liability coverage to
the security industry, good operating results, very strong
capitalization, a conservative investment portfolio, and moderate
financial leverage," noted Standard & Poor's credit analyst Jason
Jones.  "Offsetting weaknesses are exposure to the surplus lines
underwriting cycle, which could introduce earnings volatility, and
a competitive position in general liability for specialty classes
besides security classes that is newer and less established than
its strong position in the security market niche."


FORD MOTOR: Defects Prompt Recall of 527,000 Ford Escape SUVs
-------------------------------------------------------------
Fires in antilock-break connectors have forced Ford Motor Co. to
recall about 527,000 Ford Escape sport utility vehicles, excluding
gasoline-electric hybrid Escapes, United Press International
reports.

The recall covers 2001-2004 Escapes, including 444,880 sold in the
United States, 36,642 in Canada, 23,714 in Mexico, 15,094 in
Europe, and 6,670 Escape SUVs sold in other parts of Latin America
and in Asia, UPI states.

According to the report, Ford revealed that missing or incorrectly
installed seals may cause water and other contaminants such as
brake fluid or road salt to enter the antilock-break connector,
which leads to corrosion and results in a warning indicator, an
open fuse and "in some rare instances, smoking, melting, or
burning."

A total of 53 engine fires that may be related to the problem were
reported to the company and the National Highway Traffic Safety
Administration, although Ford claims no accidents or injuries have
resulted from this condition, UPI relates.  The automaker will
swap corroded ABS connectors for free.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 280,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury, and Volvo.  Its automotive-related services
include Ford Motor Credit Company and The Hertz Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's US$3 billion of senior convertible notes due
2036.


FREEHAND HJ: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Freehand H.J., Inc.
        1101 St. Ann's Way
        West Chester, PA 19382

Bankruptcy Case No.: 07-12172

Chapter 11 Petition Date: April 15, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square 2005
                  Market Street, Suite 2020
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Brubacher Excavating Inc.                  $128,000
P.O. Box 528 Route 625
Bowmansville, PA 17507

Siddons & Associates                       $100,000
334 West Front Street
Media, PA 19063

Harvey MacElree                             $50,000
17 West Miner Street
West Chester, PA 19381

Chester Valley Engineers                    $12,000
83 Chestnut Road
Paoli, PA 19301

Township of East Goshen                     $10,000
1580 Paoli Pike
West Chester, PA 19380


FREMONT GENERAL: Inks Pact Selling $2.9 Billion Sub-Prime Loans
---------------------------------------------------------------
Fremont General Corporation doing business primarily through its
wholly owned industrial bank, Fremont Investment & Loan,
has entered into an agreement to sell approximately $2.9 billion
of its sub-prime residential real estate loans.

The company also announced that it has entered into exclusive
negotiations with the same institution under an executed letter of
intent to sell most of its residential real estate business
and assets.

The $2.9 billion represents the majority of the Company's sub-
prime residential loans held for sale that have not yet been sold.

The company will sell the loans at a discount that reflects the
current conditions in the sub-prime mortgage market. The Company
estimates that the sale of these loans will result in a pre-tax
loss on sale of approximately $100 million.

Under the executed letter of intent, the buyer would obtain the
Company's sub-prime residential loan servicing platform, as well
as a portion of the company's sub-prime loan origination platform.
In addition, the company would sell to the buyer all of its
mortgage servicing rights, servicing advances, residual interests,
and mortgage-backed securities. The buyer also would assume
certain leases, furniture and fixtures, equipment and software
associated with the business.

The company and the buyer are in the process of completing due
diligence, finalizing terms and working towards the completion of
a definitive agreement.  There can be no assurance that the
transaction as proposed in the executed letter of intent will be
completed.

Fremont Investment & Loan's liquidity position remains strong as
it currently has approximately $1.5 billion in cash and short-term
investments.  In addition, the company is currently in discussions
with several firms as it seeks to select a new independent
registered public accounting firm.

                      About Fremont General

Headquartered in Santa Monica, Calif., Fremont General Corporation
(NYSE:FMT) -- http://www.fremontgeneral.com/-- is a financial
services holding company, which is engaged in real estate lending
operations on a nationwide basis.

                          *      *      *

On Feb. 27, 2007, the company received a Proposed Cease and Desist
Order from the Federal Deposit Insurance Corporation.

The FDIC's action prompted Moody's Investors Service to downgrade
the servicer quality rating of Fremont Investment & Loan as a
primary servicer of subprime loans to SQ4+ from SQ3+.  Moody's
also placed the rating on review for possible further downgrade.

Another rating agency, Standard & Poor's Ratings Services, also
lowered its counterparty credit rating on Fremont General to 'B-'
from 'B+'.  Standard & Poor's said that the rating remains on
CreditWatch with negative implications, where it was placed on
March 1, 2007.

Furthermore, Fitch Ratings downgraded Fremont General's Long-Term
Issuer Default Rating to 'CCC' from 'B+'; Short-Term Issuer to 'C'
from 'B'; Long-Term senior debt to 'CC' from 'B'; and Individual
to 'E' from 'D'.


FRONTLINE CAPITAL: Court Okays Reckson-Catskills Transactions
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave authority to Frontline Capital
Group to consummate a $10 million loan transaction involving its
subsidiary Reckson Strategic Venture Partners, LLC, and its
investment platform Catskills Resort Group LLC.

                          Prior Events

The Debtor's wholly owned subsidiary, RSI Fund Management, LLC, is
the managing member of RSVP Holdings, LLC.  RSVP Holdings is the
managing member of Reckson Strategic Venture Partners, LLC, which
in turn, invests in operating companies in real estate and real
estate related market sectors.

RSVP LLC has direct investments in various platforms, including in
Catskill Resorts Group.  The objective of the CRG investment is
and has been to participate in the revitalization of the Catskills
Mountains in Sullivan County, New York.

Through its ownership interests in CRG, RSVP owns an approximately
47% interest in Concord Associates L.P.  This company owns certain
real property located in Sullivan County, New York, including the
Concord Resort and Golf Club.

Concord Associates has proceeded with the development of its
properties to maximize the value of its assets.  This includes,
continuing to act in connection with a Master Plan concerning the
development of the Concord Resort and Golf Club.  The Master Plan
provides for the construction of 3,000 housing units, 500 new
hotel rooms, 625,000 square feet of retail space and assorted
support function space.

The development activities have continued to incur significant
costs on a monthly basis relating to this project, including pre-
construction and construction related costs.

                        Prior USB Loan

The Debtor had obtained authority in June 2006 to finalize a loan
transaction between Concord Associates and Union State Bank.  At
that time, Concord Associates was already indebted to USB in the
amount of $5.75 million and was proceeding with entering into
another transaction with USB to borrow up to an additional $5
million from the bank.  Concord Associates is currently indebted
to USB in the amount of approximately $10.75 million, which holds
a first and second priority mortgage encumbering the collateral
property.

                        Additional Loan

Concord Associates entered into a new loan transaction with USB in
order to fund the project, pursuant to which Concord Associates
will be borrowing up to an additional $10 million from USB.  The
new funds will also be used by Concord Associates to continue to
cover the pre-construction and construction costs relating to the
project.

The more salient terms of the transaction are:

   a. Loan Amount - Up to $10,000,000, subject to maximum loan to
      value requirements;

   b. Collateral - A third mortgage behind USB's first and second
      priority mortgages encumbering the collateral property;

   c. Interest Reserve - Concord Associates will be required to
      maintain $500,000 in an interest reserve account.  The
      interest reserve account has already been opened and funded
      by the borrower in support of the USB's existing mortgages
      encumbering the collateral property; and

   d. Maturity - Sept. 1, 2007, which is co-terminus with existing
      first and second USB mortgages.

The Debtors anticipate that Concord Associates will secure
additional loans in the future.  Concord intends to repay the new
$10 million USB debt from such loans.

                    About FrontLine Capital

Based in New York City, FrontLine Capital Group is a holding
company that develops and manages companies servicing small and
medium-size enterprises and mobile workforces of larger companies.
The company filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  John Edward Westerman, Esq.,
Thomas Alan Draghi, Esq., and Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP, and Sanjay Thapar, Esq., at
Proskauer Rose LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $264,374,000 in assets and $781,374,000 in debts.


FRONTLINE CAPITAL: Court Extends Exclusive Period to May 18
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until May 18, 2007, the exclusive period wherein
Frontline Capital Group can exclusively file a plan of
reorganization.  Additionally, the Court extended the Debtor's
exclusive plan solicitation period to Aug. 17, 2007.

The Debtor says that it needs an extension of its exclusive period
since it has focused its efforts on completing or facilitating
several complex transactions and matters, including a utilization
analysis of the Debtor's net operating losses and performance of
its duties as debtor-in-possession in the restructuring of its
subsidiary.

                    About FrontLine Capital

Based in New York City, FrontLine Capital Group is a holding
company that develops and manages companies servicing small and
medium-size enterprises and mobile workforces of larger companies.
The company filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  John Edward Westerman, Esq.,
Thomas Alan Draghi, Esq., and Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP, and Sanjay Thapar, Esq., at
Proskauer Rose LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $264,374,000 in assets and $781,374,000 in debts.


GATEHOUSE MEDIA: Asset Purchase Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on GateHouse
Media Operating Inc., including the 'B+' corporate credit rating,
on CreditWatch with negative implications.  The CreditWatch
listing reflects the company's announcement that it has signed a
definitive asset purchase agreement to acquire four daily
newspapers from Gannett Co. Inc. for a purchase price of $410
million.

This acquisition follows GateHouse's purchase of nine publications
from The Copley Press for a net price of $380 million.  With a $40
million revolver and approximately $230 million in availability
under its delayed-draw term loan, the company will need to raise
additional capital to complete the acquisition of the Gannett
papers.  The company has announced that it plans to finance the
acquisition through a combination of common equity and debt.

"In resolving the CreditWatch listing, we will evaluate the
company's financing strategies and review management's operating
strategy and financial policy," said Standard & Poor's credit
analyst Peggy Hebard.  "If the transaction results in
significantly increased leverage, our review could possibly result
in a lowering of the corporate credit rating, though any such
rating downgrade would be limited to one notch.  The size of the
equity offering will be a key factor in our conclusion and could
eliminate rating downside potential."


GENOIL INC: Inks Deal w/ Lenders to Extend Notes Maturity to Oct.6
------------------------------------------------------------------
Genoil Inc. and each of the Lenders from Lifschultz Enterprises
Co., LLC, Sidney B. Lifschultz 1992 Family Trust, and the
Lifschultz Family Partnership LP, have agreed, by way of a Note
Extension Agreement, subject to receipt of all necessary
regulatory and Stock Exchange approvals, to extend the maturity
date of the Original Notes from April 6, 2007 until Oct. 6, 2007,
with such notes to continue on the same terms in all other
respects.

The corp. and each of Enterprises and the Trust have also agreed,
to extend the term of the Original Warrants for a similar six-
month term, from April 6, 2007 to Oct. 6, 2007.

The corp. has further entered into a Funding Agreement with each
of its chairman and chief executive officer and a related party
whereby, the Funders have agreed to extend a loan to the corp., as
and when requested, in the same amount and on the same terms, as
the Loan originally granted by the Partnership, upon the receipt
of a written notice that the Partnership intends to demand payment
on such loan.  In the event that the corporation requests the
extension of such loan, the Funders would be entitled to the
issuance of a six month convertible note on the same terms as the
Original Notes and to the grant of such number of common share
purchase warrants as is equal to 25% of the number of common
shares of the corp. issuable on conversion of the Funding Note.

The Funding Warrants, if issuable, would have a term of six months
from the date of issue and be exercisable at a price of $0.98.

On Oct. 10, 2006, Genoil Inc. entered into loans from each these
entities which are affiliated with the corporation's chairman and
chief executive officer, for an aggregate principal amount of
$968,825.19.

Such Loans were evidenced by the issuance of convertible
promissory notes carrying an annual interest rate of 12%.  In
connection with the issuance of the Original Notes, the corp.
additionally granted an aggregate of 322,941 common share purchase
warrants, exercisable at any time prior to April 6, 2007 at a
price of $0.98 per share for 322,941 common shares of the
corporation, to the Lenders.

                         About Genoil Inc.

Headquartered in Calgary, ALberta, Genoil Inc. (TSX VENTURE:
GNO)(OTCBB: GNOLF) -- http://www.genoil.net/-- is a technology
development and engineering company providing environmentally
sound solutions to the oil and gas industry through the use of
proprietary technologies.  The Genoil Hydroconversion Upgrader is
designed to economically convert heavy crude oil into more
valuable light upgraded crude, high in yields of transport fuels,
while significantly reducing the sulfur, nitrogen and other
contaminants.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 18, 2006, BDO
Dunwoody LLP expressed substantial doubt about Genoil Inc's
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005.
The auditing firm pointed to the Company's working capital
deficiency and accumulated losses.


GOODYEAR TIRE: CEO Says Company is Well Positioned for the Future
-----------------------------------------------------------------
In his address at The Goodyear Tire & Rubber Company's 2007 Annual
Shareholder Meeting on April 10, 2007, Chairman and Chief
Executive Officer Robert J. Keegan said the tiremaker is well
positioned for the future thanks to strong business platforms
created last year.

"When you combine our core business focus with strong top line
growth, a better cost structure and a stronger balance sheet, you
have an organization that is capable of moving forward at a much
quicker pace than anything you have seen from Goodyear to date,"
Mr. Keegan said.

"The market is presenting Goodyear with significant opportunities
in 2007 and beyond.  We plan to aggressively capitalize on those
opportunities."

The year 2006 will be remembered as a pivotal year in Goodyear's
strategic, operational and cultural transformation, Mr. Keegan
said.  "I am proud of our accomplishments in 2006.  The way we
embraced a myriad of challenges and quickly converted those to
opportunities was a credit to the entire Goodyear team.  In a
word, we have been innovative."

Mr. Keegan said he hopes investors and others also see Goodyear
associates "as innovators not only of products and technology, but
innovators throughout all aspects of our business."

Despite the challenges presented in 2006, he said the company
delivered on several significant accomplishments, including:

   -- continued strong product leadership,
   -- a renewed focus on innovative marketing,
   -- improved revenue per tire,
   -- reduced cost structure,
   -- exited businesses with low profitability,
   -- record results in Goodyear's emerging market businesses and
   -- a new, lower-cost union contract in North America.

Mr. Keegan cited the company's important financial milestones in
2006, including record sales of $20.3 billion and market
capitalization nearly $5 billion higher than the company's low
point in February 2003.

"This market cap increase is strong evidence that our intense
focus on our Seven Strategic Drivers has created tremendous value
for our shareholders," he said.

The successes of 2006, combined with actions taken in the first
quarter of 2007, puts Goodyear on pace to achieve the next stage
financial metrics Mr. Keegan first discussed with investors in
September 2005.

"With the strong business platforms we have created to drive our
performance and the pace at which we are now executing, I am
confident we have the ability to achieve these goals," Mr. Keegan
said.

"While there are still plenty of challenges ahead, we now have a
proven track record and much stronger business platforms than when
our journey began four years ago."

Headquartered in Akron, Ohio, Goodyear Tire and Rubber Company
(NYSE:GT) -- http://www.goodyear.com/-- manufactures tires,
engineered rubber products and chemicals in more than 90
facilities in 28 countries around the world. Goodyear employs more
than 75,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has affirmed ratings for The Goodyear Tire & Rubber
Company, including 'B' Issuer Default Rating; 'BB/RR1' rating of
its $1.5 billion first-lien credit facility; 'BB/RR1' rating of
its $1.2 billion second-lien term loan; 'B/RR4' rating of its
$300 million third-lien term loan; 'B/RR4' rating of its
$650 million third-lien senior secured notes; and 'CCC+/RR6'
Senior unsecured debt rating.


GOODYEAR TIRE: W. Alan McCollough Elected to Board of Directors
---------------------------------------------------------------
W. Alan McCollough, former chairman and chief executive officer of
Circuit City Stores Inc., has been elected to the Board of
Directors of The Goodyear Tire & Rubber Company.

"Alan McCollough is a respected business leader who led a
turnaround at Circuit City," Goodyear Chairman and Chief Executive
Officer Robert J. Keegan said.  "His retail experience and
marketing knowledge will be of significant value to our board of
directors."

Mr. McCollough was elected chairman, president and chief executive
officer of Circuit City in 2002 and served in that capacity until
2005.  He remained chairman and chief executive officer until his
retirement in 2006.

He led the consumer electronic retailer as president and chief
executive officer from 2000 to 2002 and served as president and
chief operating officer from 1997 to 2000.

Mr. McCollough joined Circuit City in 1987 as general manager of
corporate operations.  He was named assistant vice president in
1989, president of central operations in 1991 and senior vice
president of merchandising in 1994.  Before joining Circuit City,
McCollough worked 12 years at Milliken & Company, where he held
various positions including director of marketing.

Mr. McCollough, 57, holds a Bachelor of Science degree from
Missouri Valley College and a Master of Business Administration
degree from Southern Illinois University.  He is a director of
La-Z-Boy Inc. and VF Corporation.

The election of Mr. McCollough brings the size of Goodyear's board
to 12 members.

Headquartered in Akron, Ohio, Goodyear Tire and Rubber Company
(NYSE:GT) -- http://www.goodyear.com/-- manufactures tires,
engineered rubber products and chemicals in more than 90
facilities in 28 countries around the world. Goodyear employs more
than 75,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has affirmed ratings for The Goodyear Tire & Rubber
Company, including 'B' Issuer Default Rating; 'BB/RR1' rating of
its $1.5 billion first-lien credit facility; 'BB/RR1' rating of
its $1.2 billion second-lien term loan; 'B/RR4' rating of its
$300 million third-lien term loan; 'B/RR4' rating of its
$650 million third-lien senior secured notes; and 'CCC+/RR6'
Senior unsecured debt rating.


GOODYEAR TIRE: Directors Re-Elected at 2007 Annual Meeting
----------------------------------------------------------
Shareholders of The Goodyear Tire & Rubber Company re-elected 11
members of the company's Board of Directors at their 2007 Annual
Meeting.

Re-elected were:

   * James C. Boland, vice chairman, Cavaliers Operating Company,
     LLC;

   * John G. Breen, former chairman of the board, The Sherwin-
     Williams Company;

   * William J. Hudson Jr., former president and chief operating
     officer, AMP Inc.;

   * Robert J, Keegan, chairman, chief executive officer and
     president, Goodyear;

   * Steven A. Minter, former president and executive director,
     The Cleveland Foundation;

   * Denise M. Morrison, senior vice president, Campbell USA Soup,
     Sauce and Beverage;

   * Rodney O'Neal, chief executive officer and president, Delphi
     Corporation;

   * Shirley D. Peterson, former partner, Steptoe & Johnson LLP;

   * G. Craig Sullivan, former chairman and chief executive
     officer, The Clorox Company;

   * Thomas H. Weidemeyer, former senior vice president and chief
     operating officer, United Parcel Service Inc.; and

   * Michael R. Wessel, president, The Wessel Group Inc.

The appointment of PricewaterhouseCoopers LLP as the company's
independent registered public accounting firm for 2007 was
approved by shareholders.

A shareholder proposal requesting the adoption of a simple
majority vote standard for all issues subject to shareholder vote
failed to receive a majority of votes outstanding.

In other business, shareholder proposals related to executive
compensation and retirement benefits failed to receive a majority
of votes outstanding.

Headquartered in Akron, Ohio, Goodyear Tire and Rubber Company
(NYSE:GT) -- http://www.goodyear.com/-- manufactures tires,
engineered rubber products and chemicals in more than 90
facilities in 28 countries around the world. Goodyear employs more
than 75,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has affirmed ratings for The Goodyear Tire & Rubber
Company, including 'B' Issuer Default Rating; 'BB/RR1' rating of
its $1.5 billion first-lien credit facility; 'BB/RR1' rating of
its $1.2 billion second-lien term loan; 'B/RR4' rating of its
$300 million third-lien term loan; 'B/RR4' rating of its
$650 million third-lien senior secured notes; and 'CCC+/RR6'
Senior unsecured debt rating.


GOTTAPLAY INTERACTIVE: Has $1.4 Mil. Net Loss in Qtr Ended Dec. 31
------------------------------------------------------------------
Gottaplay Interactive Inc. reported a net loss of $1,367,584 on
revenues of $502,896 for the first quarter ended Dec. 31, 2006.
This compares with a net loss of $306,295 on revenues of $23,859
for the same period ended Dec. 31, 2005.  The net loss for the
current quarter includes $750,000 of stock based compensation,
versus none in 2005.

On-line video game rental revenue for the quarter ended
Dec. 31, 2006 was $36,836, while internet connectivity revenue for
the quarter ended Dec. 31, 2006, was $466,060.

Total costs of revenues for the quarters ended Dec. 31, 2006, and
2005 were $291,077 and $38,801, respectively.

Total operating expenses increased to $1,470,263 in the first
quarter ended Dec. 31, 2006, from total operating expenses of
$281,368 in the prior period quarter, mainly due to a $112,420
increase in advertising and marketing expenses, and a $1,043,082
increase in general and administrative expenses.

At Dec. 31, 2006, the company's balance sheet showed $1,707,547 in
total assets and $2,467,545 in total liabilities, resulting in a
$759,998 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $322,678 in total current assets available to pay
$2,387,545 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d3a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Lake & Associates CPA's LLC in Boca Raton, Fla., expressed
substantial doubt about Gottaplay Interactive Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006.  The auditing firm
cited that the company has suffered recurring losses and has yet
to generate internal cash flow.

                   About Gottaplay Interactive

Headquartered in Gig Harbor, Wash., Gottaplay Interactive Inc.
(OCT BB: GTAP.OB) -- http://www.gottaplay.com/-- provides on-line
video game rental services.  The company also operates as an
internet service provider with operations in Washington, Oregon,
and Hawaii, offering Internet connectivity to individuals, multi-
family housing, businesses, organizations, educational
institutions and government agencies.


GSAMP TRUST: Heavy Losses Cue S&P to Lower Ratings
--------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
multiple GSAMP Trust transactions: ratings on various classes from
GSAMP Trust's series 2006-S3 and 2006-S5 were lowered and placed
on CreditWatch negative; the ratings on various classes from six
GSAMP deals were placed on CreditWatch with negative implications;
the ratings on five classes were lowered and removed from
CreditWatch with negative implications, while the ratings on two
classes were lowered and remain on CreditWatch negative; and the
ratings on the remaining classes from these seven transactions
were affirmed.

The rating adjustments affecting GSAMP Trust's-series 2006-S2,
2006-S3, and 2006-S5 reflect the heavy losses and high
delinquencies of these pools in recent months. These three deals
are backed by closed-end, second-lien mortgage loans.

The pool backing series 2006-S2 incurred high losses of
$13.19 million and $13.76 million in the February 2007 and March
2007 remittance periods, respectively. Cumulative losses totaled
$37.22 million, or 5.02% of the original pool balance.
Overcollateralization had been reduced to $6.54 million, or 0.98%
of the original pool balance, severely under its target of 6.15%
of the original pool balance.  Severe delinquencies (90-plus days,
foreclosure, and REO) and total delinquencies constitute 4.89% and
10.98% of the current pool balance, respectively.

The pool backing series 2006-S3 incurred a record loss of
$24.52 million in the March 2007 remittance period.  Cumulative
losses amounted to $47.99 million, or 9.71% of the original pool
balance.  The loss completely depleted O/C for class B-2.  The
rating on class B-1 was lowered to 'D' due to $10.96 million
principal in write-downs.  Severe delinquencies and total
delinquencies constitute 7.84% and 16.92% of the current pool
balance, respectively.

For the same period, the pool backing series 2006-S5 had
cumulative losses totaling $22.19 million, or 6.71% of the
original pool balance.  Losses have completely depleted O/C for
class B-2.  The rating on class B-1 was lowered to 'D' due to
$1.87 million in principal write-downs.  Severe delinquencies and
total delinquencies constitute 6.96% and 14.84% of the current
pool balance, respectively.

The CreditWatch placements affecting the ratings on series 2002-
WF, 2003-HE2, 2004-FM2, and 2006-FM1 reflect our concerns over the
mounting delinquencies in these pools.  As of the March 2007
remittance period, cumulative losses ranged from 0.37% (series
2006-FM1) to 1.27% (series 2002-WF) of the original pool balances.
Severe delinquencies ranged from 11.59% (series 2003-HE2) to
13.96% (series 2004-FM2) of the current pool balances.  Total
delinquencies ranged from 18.94% (series 2003-HE2) to 23.41%
(series 2006-FM1) of the current pool balances.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  If the delinquent
loans cure to a point at which monthly excess interest begins to
outpace monthly net losses, thereby allowing O/C to build and
provide sufficient credit enhancement, S&P will affirm the ratings
and remove them from CreditWatch.  Conversely, if delinquencies
cause substantial realized losses in the coming months and
continue to erode credit enhancement, S&P will take further
negative rating actions on these classes.

The ratings on five classes were removed from CreditWatch because
they were lowered to 'CCC' or 'D'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.  The affirmations are based on credit
support percentages that are sufficient to maintain the current
ratings.

Credit support for these transactions is provided by a combination
of subordination, excess spread, and O/C.  The underlying
collateral consists of conventional, fully amortizing, 30-year,
fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.

           Ratings Lowered and Placed on Creditwatch Negative

                                GSAMP Trust

                                           Rating
                                           ------
                Series    Class      To              From
                ------    -----      --              ----
                2006-S3   M-5        B/Watch Neg     BBB+
                2006-S3   M-4        BB-/Watch Neg   A-
                2006-S3   M-3        BBB/Watch Neg   A
                2006-S5   M-5        BB/Watch Neg    BBB+

          Ratings Lowered and Remaining on Creditwatch Negative

                                GSAMP Trust

                                        Rating
                                        ------
             Series    Class      To              From
             ------    -----      --              ----
             2006-S2   B-1        B/Watch Neg     BB+/Watch Neg
             2006-S5   M-6        B/Watch Neg     BBB/Watch Neg

           Rating Lowered and Removed From Creditwatch Negative

                               GSAMP Trust

                                           Rating
                                           ------
                Series    Class      To              From
                ------    -----      --              ----
                2006-S2   B-2        CCC             B/Watch Neg
                2006-S3   B-1        D               B/Watch Neg
                2006-S3   M-7        CCC             BB/Watch Neg
                2006-S3   M-6        CCC             BBB/Watch Neg
                2006-S5   M-7        CCC             BB/Watch Neg

                             Ratings Lowered

                               GSAMP Trust

                                            Rating
                                            ------
                     Series    Class      To      From
                     ------    -----      --      ----
                     2006-S3    B-2        D       CCC
                     2006-S5    B-2        D       CCC
                     2006-S5    B-1        D       CCC

                Ratings Placed on Creditwatch Negative

                              GSAMP Trust

                                        Rating
                                        ------
              Series    Class      To              From
              2006-S2   M-6        BBB/Watch Neg   BBB
              2006-S5   M-4        A-/Watch Neg    A-
              2006-FM1  B-4        BB+/Watch Neg   BB+
              2004-FM2  B-4        BB+/Watch Neg   BB+
              2004-FM2  B-3        BBB-/Watch Neg  BBB-
              2003-HE2  B-2        BBB-/Watch Neg  BBB-
              2002-WF   B-1        BBB-/Watch Neg  BBB-

                           Ratings Affirmed

                              GSAMP Trust
     Series      Class                                  Rating
     ------      -----                                  ------
      2002-WF     A-1, A-2B                              AAA
      2002-WF     M-1                                    AA+
      2002-WF     M-2                                    AA
      2003-HE2    A-1A, A-1B, A-2, A-3A, A-3C            AAA
      2003-HE2    M-1                                    AA+
      2003-HE2    M-2                                    AA
      2003-HE2    M-3                                    A+
      2003-HE2    M-4                                    A-
      2003-HE2    B-1                                    BBB+
      2004-FM2    M-1                                    AA
      2004-FM2    M-2                                    A
      2004-FM2    M-3                                    A-
      2004-FM2    B-1                                    BBB+
      2004-FM2    B-2                                    BBB
      2006-FM1    A-1, A-2A, A-2B, A-2C, A-2D, R, RC, RX AAA
      2006-FM1    M-1                                    AA+
      2006-FM1    M-2, M-3                               AA
      2006-FM1    M-4                                    AA-
      2006-FM1    M-5                                    A+
      2006-FM1    M-6                                    A
      2006-FM1    M-7                                    A-
      2006-FM1    B-1                                    BBB+
      2006-FM1    B-2                                    BBB-
      2006-FM1    B-3                                    BBB-
      2006-FM1    B-4                                    BB+
      2006-S2     A-1A, A-1B, A-2, A-3                   AAA
      2006-S2     M-1                                    AA
      2006-S2     M-2                                    AA-
      2006-S2     M-3                                    A
      2006-S2     M-4                                    A-
      2006-S2     M-5                                    BBB+
      2006-S3     A-1, A-2, A-3                          AAA
      2006-S3     M-1                                    AA
      2006-S3     M-2                                    AA-
      2006-S5     A-1, A-2                               AAA
      2006-S5     M-1                                    AA
      2006-S5     M-2                                    AA-
      2006-S5     M-3                                    A


GSV INC: Recurring Losses Prompt UHY LLP's Going Concern Doubt
--------------------------------------------------------------
UHY LLP raised substantial doubt about GSV Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of Dec. 31, 2006.  UHY reported that the company
incurred recurring operating losses, and it has negligible working
capital at Dec. 31, 2006.  The auditing firm added that the
company's expected future sources of revenue will be derived from
its investments in oil and gas, but the attainment of
profitability from these investments is not assured.  The company
will be required to obtain financing to fund drilling and
development to recover its investment in geologic studies and to
pay certain debts as it becomes due.  In addition, the discovery
of proved reserves in properties under evaluation is not assured.

The company had $263,867 in revenues from oil and gas investments
and $165,621 net loss for the year ended Dec. 31, 2006, as
compared with $714,084 in revenues from oil and gas investments
and $157,002 net loss for the year ended Dec. 31, 2005.

The company listed $2.7 million in total assets and $943,541 in
total liabilities, resulting to $1.8 million in total
stockholders' equity as of Dec. 31, 2006.  Its December 31 balance
sheet also showed strained liquidity with $142,235 in total
current assets and $743,541 in total current liabilities.  Its
accumulated deficit totaled $38.7 million as of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d3b

                           About GSV Inc.

Based in Westport, Conn., GSV, Inc. (OTC BB: GSVI) --
http://www.gsv.com/-- is an oil and gas exploration company.
Through its subsidiary, Century Royalty LLC, the company holds
interests in certain oil and gas properties in Texas and
Louisiana.  The company recently acquired ownership participation
in a number of oil and gas prospects in Texas.


GUARDIAN TECHNOLOGIES: Completes 2nd Securities Private Offering
----------------------------------------------------------------
Guardian Technologies International, Inc. has completed the second
and final closing of a private placement of its securities.

Investors purchased in the aggregate, and before deduction of
certain fees and expenses of the offering, $5.15 million of
securities, $2,575,000 of which were purchased at the first
closing and $2,575,000 on the second and final closing.

The second closing was held April 12, 2007, following the
effective date of Guardian's registration statement registering
the shares underlying the debentures and warrants issued at the
first and second closings.

Midtown Partners & Co., LLC, acted as the placement agent for the
private placement.

At the second closing, Guardian issued an aggregate of $2,575,000
in principal amount of Series A 10% senior convertible debentures.
The debentures are on the same terms as the Debentures issued at
the first closing except as to their issue date.  At the first
closing, Guardian issued to investors warrants to purchase an
aggregate of 4,453,707 shares of its common stock at an exercise
price of $1.15634 per share, subject to ant dilution and price
reset provisions of the warrants, one half of which became
exercisable Nov. 8, 2006, and the remaining one-half became
exercisable April 12, 2007.

At the second closing, Guardian paid or issued to Midtown for its
services as placement agent in connection with the offering sales
commissions in the amount $180,250 and a non-accountable expense
reimbursement of $25,750.  At the first closing, Guardian issued
to Midtown warrants to purchase an aggregate of 623,520 shares.

The Midtown warrants are exercisable at a price of $1.15634 per
share for a period of five years from the date they become
exercisable subject to anti-dilution and price reset provisions
contained in such warrants, contain a piggyback registration
right, a cashless exercise provision and are substantially
identical to the warrants issued to purchasers in the offering.

The securities, including certain securities issued to Midtown,
were not registered under the Securities Act of 1933 or any state
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

In connection with the financing, Guardian filed a registration
statement with the Securities and Exchange Commission registering
the resale by investors of the shares of common stock underlying
the debentures and the warrants, which was effective on
April 9, 2007.

"Proceeds from this financing will be used to continue business
development activities," Bill Donovan, president and coo of
Guardian commented.  "Developments for the company's threat
detection technology, PinPoint(TM); and for continued investment
in the development of sophisticated image clarification, tissue
characterization and computer-aided detection technologies for
medical applications, to repay a portion of the bridge loan made
to us by the company's ceo, and for working capital purposes.

Although there can be no assurance, following the second closing
of the financing, the company expects to be in a financial
position that will allow the company to fund certain strategic
growth initiatives that would position Guardian to be cash self-
sufficient."

                      About Midtown Partners

Originally founded in May 2000, Midtown Partners & Co., LLC --
http://www.midtownpartners.com/-- is an investment bank focused
on private placement investment banking opportunities.  The
investment banking group at Midtown Partners was founded on the
premise that client relationships and industry focus are keys to
the success of emerging growth companies.  Such companies require
investment banking services from a firm with a unique
understanding of the marketplace and the nature of these
transactions.

                    About Guardian Technologies

Headquartered in Herndon, Virginia, Guardian Technologies
International Inc. (OTCBB: GDTI) --
http://www.guardiantechintl.com/-- is a technology company that
designs and develops sophisticated imaging informatics solutions
for the aviation/homeland security and healthcare markets.

                          Going Concern

Goodman & Company, LLP raised substantial doubt about Guardian
Technologies International Inc.'s ability to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant operating losses since inception and
dependence on its ability to raise additional funding through debt
or equity financing to continue operations.  As a result, the
company may not be able to continue to meet obligations as they
come due.


HERBST GAMING: Earns $42.1 Million in Year Ended December 31
------------------------------------------------------------
Herbst Gaming Inc. reported net income of $42.1 million on total
revenues of $594.8 million for the year ended Dec. 31, 2006,
versus a net income of $50.8 million on total revenues of
$557.5 million for the year ended Dec. 31, 2005.  The year over
year increase in income was primarily the result of a $38 million
loss on the early retirement of debt in 2004 and is also
attributable to increased profitability of existing businesses and
income provided by the casinos acquired in 2005 pursuant to the
Grace Acquisition.

Route operations accounted for 58% of total revenues during the
year ended Dec. 31, 2006.  This was a decrease from 61% of total
revenues for the year ended Dec. 31, 2005.  Total revenues from
route operations were $347 million for the year ended Dec. 31,
2006, an increase of $8.4 million from $338.6 million for the year
ended Dec. 31, 2005.

Casino operations accounted for 40% of total revenues for the year
ended Dec. 31, 2006, and 38% of revenues for the year ended
Dec. 31, 2005.  Total revenues derived from casino operations were
$236.5 million for the year ended Dec. 31, 2006, an increase of
$23.6 million from $212.9 million for the year ended Dec. 31,
2005.

Total assets as of Dec. 31, 2006, were valued at $568.5 million,
while total liabilities in 2006 were valued at $549.7 million,
resulting to total stockholders' equity of $18.8 million.

At Dec. 31, 2006, the company had cash and cash equivalents of
about $65.6 million on hand and about $79.4 million available
under its revolving credit facility.  On Jan. 3, 2007, the company
entered into the credit agreement, which was an amendment and
restatement of its previous amended and restated credit agreement
dated as of Oct. 8, 2004.  The company borrowed $375 million in
term loans under the credit agreement on the date of the agreement
to finance the Sands Regent Acquisition.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d3c

                        About Herbst Gaming

Herbst Gaming Inc. -- http://ir.herbstgaming.com/-- is a slot
route and casino operator in Nevada.  At Dec. 31, 2006, the
company owned and operated about 11,000 slot machines.  Its route
operations involve the exclusive installation and operation of
about 7,200 slot machines as of Dec. 31, 2006, in strategic, high
traffic, non-casino locations, such as grocery stores, drug
stores, convenience stores, bars and restaurants.  Our casino
operations consist of eight casinos located in Nevada, Iowa and
Missouri, all operated under the "Terrible's" brand.  There is no
established public trading market for any class of the company's
common equity.  Edward, Timothy and Troy Herbst beneficially own
all of the outstanding shares of its common stock.

                           *     *     *

Herbst Gaming Inc.'s new $875 million senior secured bank facility
carry Moody's Investors Service's Ba3, LGD3 rating.  The senior
bank facility is comprised of a $175 million revolver, $375
million term loan B, and $325 million delay draw term loan B.
Herbst also carries Moody's B1 corporate family rating, B1
probability of default rating, and B3/LGD5 senior subordinated
debt.  The ratings outlook is stable.


INA CBO: Fitch Cuts Rating on Three Note Classes
------------------------------------------------
Fitch has downgraded three classes of notes issued by INA CBO
1999-1 Ltd./Corp.  These downgrades are the result of Fitch's
review process and are effective immediately:

     - $19,734,720 class A-2 notes to 'B/DR1' from 'B+'
     - $25,373,211 class A-2F notes to 'B/DR1' from 'B+'
     - $40,000,000 class A-3 notes to 'C/DR6' from 'CC/DR4'

INA 1999-1 is a collateralized bond obligation that closed Oct.
15, 1999 and is managed by Bear Stearns Asset Management.  INA
1999-1 exited its reinvestment period in September 2003 and has a
static portfolio composed of corporate high yield bonds.  In 2002,
INA 1999-1 entered in an event of default due to failing coverage
tests, restricting the manager from trading capabilities. Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

The downgrades are the result of the declining credit quality of
the collateral and the failing coverage tests of the portfolio. As
of the trustee report dated March 17, 2007, there were eight
defaulted assets, representing 32.8% of the total $68.23 million
par amount of collateral, and the Fitch weighted average rating
factor (WARF) was failing at 77 ('B-/CCC+'), relative to a trigger
of 58 ('B/B-').  Since the trustee report dated March 17, 2006,
assets rated 'CCC+' or lower increased to 63.5% from 50.4% of the
collateral.  Due to the growing number of impaired assets, the
class A overcollateralization (OC) ratio and interest coverage
ratio have been failing at 77.7% and 64.1%, relative to triggers
of 109% and 130%, respectively.  As a result, principal proceeds
have been used to cover interest shortfalls on the class A notes,
while redeeming the class A-2 and A-2F notes to cure the failing
coverage tests.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


INNOPHOS HOLDINGS: S&P Junks Rating on $66 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
$66 million of senior unsecured notes due 2012 to be issued by
Cranbury, New Jersey-based Innophos Holdings Inc., parent company
of Innophos Inc. S&P also affirmed the 'B' corporate credit rating
and other ratings on Innophos Inc.

"Proceeds from the debt offering will refinance the outstanding
balance of floating-rate senior notes," said Standard & Poor's
credit analyst Wesley E. Chinn.

The ratings of Innophos, a specialty chemical manufacturer 49%
owned by affiliates of Bain Capital LLC, reflect strengthening
cash flow protection measures that benefited in part from debt
reduction using proceeds from a November 2006 IPO.  Credit quality
also incorporates a moderate sales base of over $535 million, a
narrow product line in a niche, mature market, aggressive debt
leverage, and litigation related to Mexican tax claims and
compliance with wastewater discharge limits at a plant in Mexico.
These negatives overshadow the company's solid position in the
production of specialty phosphates, good operating margins,
improving earnings, and prospects for additional debt reduction
from discretionary cash flows.

Specialty phosphates are used in a variety of food and beverage,
consumer products, pharmaceutical, and industrial applications.
Specific uses include improving the texture and taste of food,
adding an abrasive characteristic to toothpaste for whitening, and
improving the cleaning characteristics of detergents.  Innophos
has leading shares in all three major product segments of the
specialty phosphates industry: purified phosphoric acid, specialty
salts and acids, and technical grade sodium tri-polyphosphate.
Specialty salts and acids account for 50%-55% of Innophos' sales.


INTEGRAL NUCLEAR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Integral Nuclear Associates, L.L.C.
             43 Leopard Road
             Paoli Executive Green II, Suite 200
             Paoli, PA 19301

Bankruptcy Case No.: 07-15183

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Integral Nuclear Associates, L.L.C.        07-15183
      Abington Nuclear Imaging, L.L.C.           07-15186
      Adirondack PET Associates, L.L.C.          07-15187
      Atwood Nuclear Imaging, L.L.C.             07-15188
      Chester County PET Associates, L.L.C.      07-15189
      Doylestown PET Associates, L.L.C.          07-15190
      Englewood PET Associates, L.L.C.           07-15191
      Imaging Technology Associates, L.L.C.      07-15192
      Integral Advisory Associates, L.L.C.       07-15194
      Havertown PET Associates, L.L.C.           07-15196
      Integral Financial Corporation             07-15197
      Integral Mobile PET Associates, L.L.C.     07-15198
      Integral PET Associates, L.L.C.            07-15200
      Integral PET Holdings, L.L.C.              07-15201
      ITA Holdings, L.L.C.                       07-15202
      Integral PET Holdings II, L.L.C.           07-15203
      Forest Hills PET Associates, L.L.C.        07-15204
      Limerick PET Associates, L.L.C.            07-15205
      Meadowbrook PET Associates, L.L.C.         07-15206
      Mobile PET/CT Associates, L.L.C.           07-15207
      Nuclear Management, Inc.                   07-15208
      Pennsylvania PET Associates, L.L.C.        07-15209
      R.J. Management Associates, L.L.C.         07-15210
      Wyoming Valley PET Associates, L.L.C.      07-15213
      Integral Mobile PET/CT, L.L.C.             07-15215

Type of Business: Part of the Integral group of companies, the
                  Debtors operate nuclear imaging centers.  See
                  http://www.integralpet.com/default.htm

Chapter 11 Petition Date: April 15, 2007

Court: District of New Jersey (Newark)

Debtors' Counsel: Michael D. Sirota, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard, P.A.
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000

Estimated Assets:     $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
U.S. Bank Portfolio Services                        $17,135,249
1310 Madrid, Suite 103
Marshall, MN 56258

I.B.A. Molecular North America                         $929,765
P.O. Box 95000-2515
Philadelphia, PA 19195

Georgetown University Hospital                         $489,056
c/o Carmen Neuberger, Esq.
General Counsel's Office
3800 Reservoir Road Northwest
Washington, D.C. 20007

Rothstein, Kass & Co., P.C.                            $400,747
Attention: Pete Vocaturo
85 Livingston Avenue
Roseland, NJ 07068

Nuclear Diagnostic Products                            $290,268
101 Roundhill Drive
Rockaway, NJ 07866

St. Luke's Physician Group                             $231,936

Montefiore Medical Center                              $209,042

Philips Medical Systems                                $194,284

G.E. Healthcare                                        $140,813

Siemens Medical Solutions U.S.A.                       $127,525

Radiology Department-C.P.U.P.                           $78,031

Curtis + Perry Branding Plus                            $70,836

Community Radiology                                     $61,186

Brown Rudnick Berlack Israels                           $60,242

G.E. Medical Systems, Inc.                              $48,436

Advance Cardiac Care                                    $47,352

Trinity Imaging Associates, P.C.                        $41,000

C.M.E., Inc.                                            $40,950

Lynn Medical                                            $36,014

CalCaligor Phys & Hospital                              $28,451


INTEGRATED SURGICAL: Earns $1,076,681 in Quarter Ended Sept. 30
---------------------------------------------------------------
Integrated Surgical Systems Inc. reported net income of $1,076,681
for the third quarter ended Sept. 30, 2006.  This compares with a
net loss of $172,070 for the same period ended Sept. 30, 2005.

Net income for the third quarter of 2006 included a $1,409,308
gain on forgiveness of debt, absent in the 2005 third quarter.

Net revenue decreased to $78,252 in the three-month period ended
Sept. 30, 2006, from $293,577 in the three-month ended
Sept. 30, 2005, primarily resulting from decreases in development
revenue and service contract revenue.  Gross margin of $71,000
decreased 74% during the third quarter of 2006 when compared to
$275,000 in the third quarter of 2005, mainly due to the decrease
in net revenue.

At Sept. 30, 2006, the company's balance sheet showed $2,482,858
in total assets and $4,061,212 in total liabilities, resulting in
a $1,578,354 total stockholders' deficit.  Additionally,
accumulated deficit at Sept. 30, 2006, stood at $63,960,681.

                   Gain on Forgiveness of Debt

As required by a loan agreement, the company reached a settlement
with 98% of its creditors in exchange for 17.6 cents for each
dollar owed and settled $1,669,000 of its outstanding debt as of
June 30, 2006.  As a result, a gain on forgiveness of debt of
$1,409,308 was recognized in the third quarter of 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1d33

                       Going Concern Doubt

Most & Company, in New York, expressed substantial doubt about
Integrated Surgical Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditing firm
pointed to the company's recurring operating losses, working
capital deficit of $3,596,952 and accumulated deficit of
$66,282,775 at Dec. 31, 2005.

                    About Integrated Surgical

Based in Sacramento, Calif., Integrated Surgical Systems Inc.
(Nasdaq: RDOC) -- http://www.robodoc.com/--designs, manufactures,
sells and services image-directed computer controlled robotics
products for use in orthopedic and neurosurgical procedures.  The
ROBODOC Surgical System is the world's leading robotic system for
hip and knee replacement surgery.


ION MEDIA: Board Gets Amended Offer from Committee of Stockholders
------------------------------------------------------------------
ION Media Networks, Inc.'s board of directors received a revised
transaction proposal from the ad hoc committee of holders of ION
Media's 13-1/4% junior exchangeable preferred stock.  The ad hoc
committee believes its proposal is materially better for ION than
the revised proposal made by Citadel Limited Partnership and NBC
Universal, Inc. dated April 11, 2007, and best satisfies the
board's fiduciary duties to all of its present stakeholders.

In particular, the transaction proposal:

   a) creates a simpler capital structure for the company with
      real value in the new common stock to be publicly traded;
      and

   b) provides for a more equitable allocation of value across all
      stakeholders.

Furthermore, the committee believes that the revised transaction
proposal addresses all concerns expressed by the company in its
March 28, 2007, letter to the ad hoc committee.

It is the committee's view that the proposed transaction can be
accomplished consensually among the constituents, as it provides
substantially higher value to NBCU, is achievable outside of
bankruptcy and, accordingly, ensures certainty of value to
existing non-Paxson common shareholders.

Daniel Golden, Russ Parks and Ira Dizengoff of Akin Gump Strauss
Hauer & Feld LLP and Marc Puntus and Lloyd Sprung of Miller
Buckfire & Co., LLC represent the Ad Hoc Committee.

                          About ION Media

ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/--
owns and operates a broadcast television station group and ION
Television, reaching over 90 million U.S. television households
via its nationwide broadcast television, cable and satellite
distribution systems.  ION Television currently features popular
television series and movies from the award-winning libraries of
Warner Bros., Sony Pictures Television, CBS Television and NBC
Universal.  In addition, the network has partnered with RHI
Entertainment, which owns over 4,000 hours of acclaimed television
content, to provide high-quality primetime programming beginning
July 2007.  Utilizing its digital multicasting capability, ION
Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                          *     *     *

ION Media Network Inc.'s preferred stocks carry Moody's Investors
Service's 'Caa2' rating.

Standard and Poor's assigned a 'CCC+' rating on its long-term
foreign and local issuer credit.  The outlook is negative.


JEROME FOX: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Jerome P. Fox
         Rosanne C. Fox
         dba Fox Orchards
         24962 Highway 243 South
         Mattawa, WA 99349

Bankruptcy Case No.: 07-01211

Chapter 11 Petition Date: April 12, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtors' Counsel: John D. Munding, Esq.
                  Crumb & Munding, P.S.
                  601 West Riverside, Suite 1950
                  Spokane, WA 99201
                  Tel: (509) 624-6464
                  Fax: (509) 624-6155

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
HR Spinner Corporation           Apple Boxes             $488,499
P.O. Box 1361
Yakima, WA 98901

Villbrandt & Stark, PLLC         Accountants             $118,628
18 South 4th Avenue
Yakima, WA 98902

Spokane Industries               Wine Tanks              $109,457
P.O. Box 84336
Seattle, WA 98124

Blehyl Farm Services, Inc.       Farm/Winery Supplies     $52,034

Sunnyside New Holland            Tractor Rental           $48,229

WA State Dept. Agriculture       Agricultural Fees        $33,893

Grant County PUD                 Utilities                $33,242

Amerigas                         Propane Equipment        $21,629

Doubl Kold                       Refrigeration            $16,058

Inland Oil and Propane Co.       Fuel                     $12,744

Auto AG Supply                   Parts House              $10,742

WA Apple Commission              Inspection Fees          $10,411

Lavon Sinclair                   Electrician              $10,068

Wells Fargo Bank                 Line of Credit            $7,600

WA State Dept. Ecology           Waste Water Permits       $6,828

Instant Press Inc.               Fruit Picking Costs       $5,740

Citi Advantage Business Card     Business Credit Card      $5,065

H&N Electric, Inc.               Electrical Work           $4,846

Vern Cox                         Apple Packing             $4,701

Van Diest, Robert & Janice       Trucking                  $4,656


JL FRENCH: Offers to Sell Shares of Convertible Preferred Stock
---------------------------------------------------------------
J.L. French Automotive Castings Inc. has offered to sell shares of
preferred stock convertible into its common stock to holders of
its common stock as of the record date of April 20, 2007.

The offering relates to a warrant agreement between the company
and its warrant agent dated June 30, 2006.

The warrant agreement was part of the company and its debtor-
affiliates' Chapter 11 Plan of Reorganization that took effect on
June 30, 2006.

The company emerged from Chapter 11 protection last year with
new financing including a $50 million revolver to fund working
capital needs.

Under the Debtors' confirmed Plan, stock certificates and warrants
in the newly reorganized company will be distributed in accordance
with the terms of the Plan.

For questions concerning the offering, contact the company's legal
counsel, Micheal G. Wooldridge, Esq., at (616) 336-6903.

In a June 2006 press statement, J.L. French's chairman, chief
executive officer and president, Jack F. Falcon, said, "When we
emerge, J.L. French will have shed $465 million in first and
second lien senior secured debt and $28.9 million in 11.5% senior
subordinated unsecured notes.  We will have acquired $130 million
in new equity investment and $255 million in new financing."

The company also said in that press statement that upon emergence,
the participants in the $130 million rights offering will hold 92%
of the common stock in the newly reorganized company.  The holders
of second lien debt will receive the remaining 8% of new common
stock in satisfaction of approximately $170 million of claims.

The Plan called for three tranches of warrants to be made
available to certain creditor classes with an exercise period
five years from the Plan's effective date.

According to the company, the $130 million of new money
investment, along with a new $205 million term loan that is part
of the exit facility, will pay off first lien debt of
approximately $295 million, as well as fund certain costs
associated with exiting bankruptcy.  The newly reorganized company
will then have $231 million in long-term debt comprised of the
term loan and some $26 million in other secured debt.

The new $205 million term facility is structured as $140 million
and $65 million in first and second lien term loans, respectively.
The $255 million exit facility also contains a $50 million
revolver available to fund working capital needs.

Exit financing was provided by Goldman Sachs Credit Partners
L.P. and Morgan Stanley Senior Funding, Inc.

                        About J.L. French

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings Inc. -- http://www.jlfrench.com/-- supplies die cast
aluminum components and assemblies with nine manufacturing
locations around the world including plants in the United States,
United Kingdom, Spain, and Mexico.  The company has 14
engineering/customer service offices to support its customers near
their regional engineering and manufacturing locations.

The company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2006 (Bankr. D. Del. Case No. 06-10119 to
06-06-10127).  James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young &
Jones, and Marc Kiesolstein, P.C., at Kirkland & Ellis LLP,
represented the Debtors in their restructuring efforts.  Ricardo
Palacio, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, PA, represented the Official Committee of Unsecured
Creditors.  When the Debtor filed for bankruptcy, it estimated
assets and debts of more than $100 million.


JULI BARNSON: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Juli Grace Barnson
        8142 South Rafael Way
        Boise, ID 83709

Bankruptcy Case No.: 07-00573

Chapter 11 Petition Date: April 13, 2007

Court: District of Idaho (Boise)

Debtor's Counsel: Frances R. Stern, Esq.
                  300 West Myrtle, Suite 200
                  Boise, ID 83702
                  Tel: (208) 344-8900
                  Fax: (208) 344-7100

Total Assets:  $823,745

Total Debts: $1,089,143

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Parkwest Homes, L.L.C.           lien attached         $188,000
c/o Moffatt Thomas               to: 28123
P.O. Box 829                     Silo Way
Boise, ID 83701                  Wilder, ID

                                 pending                $88,000
                                 lawsuit

                                 attorney's              $3,794
                                 fees for
                                 pending
                                 lawsuit

Wachovia                         student loan           $23,230
P.O. Box 7057
Utica, NY 13504-7057

Harley-Davidson Credit           2007 Harley-           $23,136
8529 Innovation Way              Davidson Soft
Chicago, IL 60682-0085           Classic; value
                                 of security:
                                 $20,000

Hawket Troxell                   attorney fees:          $2,027
                                 Invoice No.:
                                 43316-0001
                                 43318-0001
                                 43318-0002

Capital One                      credit card             $2,000

Orchard Bank                     credit card             $1,000

Amerigas-Treasure Valley         propane bill              $833

Carmichael Subdivision           homeowner dues            $275

River Bend Estates               homeowner dues            $200
Homeowner

Intermountain Gas Co.            gas bill                  $113

City of Boise                    sewer bill                 $81

Ada County Billing Services      solid waste bill           $32

Idaho Power                      power bill                 $50

United Water                     water bill                 $33


KANA SOFTWARE: Dec. 31 Balance Sheet Upside-Down by $3.1 Million
----------------------------------------------------------------
Kana Software Inc.'s balance sheet as of Dec. 31, 2006, reflected
total stockholders' deficit of $3.1 million, resulting from total
assets of $30.3 million and total liabilities of $33.4 million.
Its December 31 balance sheet also showed negative working capital
with total current assets of $16.5 million and total current
liabilities of $27.6 million.

The company also posted an accumulated deficit of $4.3 billion as
of Dec. 31, 2006.  Its accumulated deficit in 2006 increased
$2.4 million from 2005.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $2.4 million on total revenues of $54 million, as compared with
a net loss of $18 million on total revenues of $43.1 million for
the year ended Dec. 31, 2005.

                        Management Analysis

Since 1997, the company incurred substantial costs to develop its
products and to recruit, train and compensate personnel for its
engineering, sales, marketing, client services, and administration
departments.  As a result, it has incurred substantial losses
since inception.

On Dec. 31, 2006, the company had ending cash and cash equivalents
of $5.7 million and no borrowings outstanding under our line of
credit.  Losses from operations were $300,000 and $17.9 million
for 2006 and 2005, respectively.  Net cash used for operating
activities was $1.7 million and $16.3 million in 2006 and 2005,
respectively.

The company has taken steps to lower its expenses related to cost
of revenues, sales and marketing, research and development, and
general and administrative areas.  It also closed two private
sales of its common stock, about $2.4 million on June 30, 2005,
and about $4 million on Sept. 29, 2005.

The company believes that based on its current plans, its existing
funds will be sufficient to meet the company's working capital and
capital expenditure requirements through Dec. 31, 2007.  However,
if the company experiences lower than anticipated demand for its
products, it will need to further reduce costs, issue equity
securities, or borrow money to meet cash requirements.  Any such
equity issuances could be dilutive to its stockholders, and any
financing transactions may be on unfavorable terms, if at all.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d26

                        About Kana Software

Kana Software, Inc. (OTC BB: KANA) -- http://www.kana.com/--
develops, markets, and supports customer communications software
products.  It provides solutions, which enables organizations to
enhance customer interactions and deliver managed service across
various channels, including email, chat, call centers, and Web
self-service.  Its revenue is primarily derived from the sale of
software and related maintenance and support of the software.  To
a lesser extent, the company derives revenues from consulting and
training.  Its products are generally installed by customers using
a systems integrator, such as IBM, Accenture or BearingPoint.  As
of Dec. 31, 2006, the company had 181 full-time employees.


LAIDLAW INTERNATIONAL: Earns $18.5 Million in Qtr. Ended Feb. 28
----------------------------------------------------------------
Laidlaw International Inc. reported net income of $18.5 million on
revenue of $790.9 million for the second quarter ended Feb. 28,
2007.  This compares with net income of $34 million on revenues of
$789 million for the second quarter ended Feb. 28, 2006.

Income from continuing operations was $18.5 million, a decrease of
$19.3 million, as compared to income from continuing operations of
$37.8 million the previous year.  The results of the quarter
include $9 million of additional interest expense associated with
debt used to fund the company's recent share repurchase program
and an additional $6 million of costs related to the previously
announced merger with FirstGroup plc.

"These results are in line with our expectations," said Kevin E.
Benson, president and chief executive Officer of Laidlaw
International.  "I am pleased with the revenue growth we are now
achieving in our school bus operations and with the steady
improvements in the performance of our transit division.
Greyhound has had a more challenging environment this year, but
our new systems and procedures have enabled us to maintain a tight
control on costs.  Notwithstanding Greyhound's decreased
contribution this quarter, a review of the past few years
underscores its significant improvement in performance."

                         Quarter Results

Education Services revenue grew 6%, and offset the impact of a
$23 million reduction of revenue at Greyhound.  Contract growth
and higher rates at Education Services, more than compensated for
a $7 million reduction of revenue due to bad weather, most of
which will be recovered during the second half of fiscal 2007. The
decline in revenue at Greyhound was a result in part of fewer
ticket sales in response to its most recent price increases.
Greyhound's reduction in revenue was also impacted by severe
weather during the quarter and the high level of hurricane related
travel that occurred in same period of the previous year.

EBITDA of $116 million was down 5% from the prior year and EBITDA
margin decreased to 14.7%.  At Education Services, lower insurance
costs were offset by higher fuel costs and increases in spending
associated with the development of systems designed to lower
future operating costs, resulting in lower EBITDA margins.
Greyhound's EBITDA decreased $9 million as a result of softer
travel volumes and higher insurance costs associated with a
significant claim that was incurred several years ago.  Although
Public Transit's revenue was nearly flat, EBITDA and EBITDA margin
improved due largely to lower insurance costs.

As of Feb. 28, 2007, Laidlaw had cash and cash equivalents of
$93.3 million and debt outstanding of $768.9 million.  Net capital
expenditures for the six month period were $176.2 million, as
compared to $140.8 million in the prior year.

At Feb. 28, 2006, the company's balance sheet showed
$2,875.7 million in total assets, $1,709.8 million in total
liabilities, and $1,165.9 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1d28

                          Merger Update

On Feb. 8, 2007, Laidlaw entered into a merger agreement with
FirstGroup plc under which FirstGroup will acquire all of the
outstanding common shares of Laidlaw for $35.25 per share in cash.
Laidlaw will hold a special meeting of stockholders on April 20,
2007 to vote on the proposed merger with FirstGroup.  FirstGroup
will hold an extraordinary general meeting of its shareholders on
the same day to vote on the proposed merger and related matters.

                   About Laidlaw International

Laidlaw International Inc. (NYSE: LI) -- http://www.laidlaw.com/
-- is a holding company for North America's largest providers of
school and inter-city bus transport services and a leading
supplier of public transit services.  The company's businesses
operate under the brands: Laidlaw Education Services, Greyhound
Lines, Greyhound Canada and Laidlaw Transit.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service affirmed the 'Ba2' corporate family
rating of Laidlaw International Inc.


LARRY LASTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Larry Frank Laster
        P.O. Box 601
        Brewton, AL 36427

Bankruptcy Case No.: 07-11011

Chapter 11 Petition Date: April 13, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657

Total Assets:  $573,488

Total Debts: $1,794,105

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


MOBILE MINI: Commences Tender Offer for Outstanding 9.5% Sr. Notes
------------------------------------------------------------------
Mobile Mini Inc. has commenced an offer to purchase and consent
solicitation all of its outstanding 9.5% Senior Notes due 2013.
The notes have a principal amount outstanding of $97.5 million.

The offer to purchase will expire at 11:59 p.m. Eastern Daylight
Time (EDT) on May 4, 2007, while the consent solicitation expires
at 5:00 p.m. Eastern Daylight Time (EDT) on April 20, 2007, unless
extended.  Holders have the option to withdraw their tendered
notes and related consents before 5:00 p.m. EDT on April 20, 2007.

Holders who validly tender their Notes by the Consent Date will
be eligible to receive the Total Consideration.  Holders have,
validly tender their Notes after the Consent Date, but on or
prior to the Expiration Date, will be eligible to receive the
Total Consideration less the Consent Payment.  In either case,
all Holders who validly tender their Notes will receive accrued
but unpaid interest up to but not including the date of
settlement.

Holders have tendered their notes will be deemed to have delivered
their consent to certain proposed amendments to the notes and the
indenture governing the notes, which will eliminate substantially
all of the restrictive covenants and certain events of default in
the indenture.

The "Total Consideration" to be paid for each $1,000 of principal
amount notes, validly tendered and accepted for purchase, will be
paid in cash and will be based on a fixed spread pricing formula.

The total consideration will be determined on April 20, 2007,
based upon a fixed spread of 50 basis points over the yield on
the 5.125% U.S. Treasury Note due June 30, 2008.  The total
consideration includes a consent payment equal to $30 per
$1,000 in principal amount of Notes.

The proposed amendments to the indenture governing the notes would
eliminate most of the indenture's restrictive covenants and
certain events of default and would amend certain other provisions
contained in the indenture.  Adoption of the proposed amendments
requires the consent of the holders of at least a majority of the
aggregate principal amount of the notes outstanding.

Holders who tender their notes will be deemed to consent to the
proposed amendments and holders may not deliver consents to the
proposed amendments without tendering their notes in the tender
offer.

Deutsche Bank Securities Inc. will be the company's dealer
manager, while Mackenzie Partners Inc will be its information
agent for the offer to purchase and the solicitation.  Copies of
the offer to purchase and consent solicitation statement can be
obtained from Mackenzie Partners.

                          About Mobile Mini

Mobile Mini, Inc., headquartered in Tempe, Arizona, reported
approximately $705 million in total assets as of Dec. 31, 2005.

                            *     *     *

As reported in the Troubled Company Reporter on April 19, 2006,
Moody's Investors Service upgraded the Corporate Family Rating of
Mobile Mini Inc., to Ba3 and the rating on the company's senior
unsecured notes to B1.


N-STAR REAL: S&P Affirms BB Rating on Class D Notes
---------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1, B-2, C-1, C-2A, and C-2B notes issued by N-Star Real Estate
CDO II Ltd., a static CDO of CMBS transaction originated in July
2004, and removed them from CreditWatch, where they were placed
with positive implications March 1, 2007.  At the same time the
rating on the class D notes was affirmed and removed from
CreditWatch, where it was placed with positive implications March
1, 2007. Concurrently, the 'AAA' ratings on the classes A-1, A-2A,
and A-2B notes were affirmed based on the adequate level of credit
enhancement available to support these notes.

The upgrades to the class B and C notes reflect factors that have
positively affected the level of credit enhancement available to
support the rated notes since the transaction was originated.
These factors include an increase in the level of
overcollateralization available due to the commenced paydown of
the class A notes, and because of positive overall credit
migration among the assets in the collateral pool.

Since origination, the transaction has paid down the class A notes
by approximately $48.01 million.  Standard & Poor's noted that the
increase in paydowns has improved the overcollateralization ratio
for all of the classes in the transaction.  According to the March
22, 2007, trustee report, which was used for the analysis, the
class A, B, C, and D overcollateralization ratios were at 144.23%,
130.4%, 111.48%, and 106.44%, respectively.  These ratios compare
with the required ratios of 125%, 118%, 105.6%, and 103 % and
ratios of 137.32%, 126.13%, 110.23%, and 105.88% at the time of
origination (based on the September 2004 trustee report).
Furthermore, about $124.5 million, or 35.23% of the securities in
the current portfolio, have experienced an upgrade
since origination, increasing the credit support available for the
rated tranches.

             Ratings Raised and Off Creditwatch Positive

                   N-Star Real Estate CDO II Ltd.

                                      Rating
                                      ------
             Class     To      From             Balance
             -----     --      ----             -------
              B-1      AAA     A/Watch Pos    $12,000,000
              B-2      AA+     A-/Watch Pos   $14,000,000
              C-1      AA-     BBB+/Watch Pos $24,000,000
              C-2A     BBB+    BBB/Watch Pos  $6,000,000
              C-2B     BBB+    BBB/Watch Pos  $16,000,000

             Rating Affirmed and Off Creditwatch Positive

                    N-Star Real Estate CDO II Ltd.

                                      Rating
                                      ------
              Class    To      From             Balance
              -----    --      ----             -------
                D      BB      BB/Watch Pos    $15,000,000

                            Ratings Affirmed

                    N-Star Real Estate CDO II Ltd.

                    Class   Rating          Balance
                    -----   ------          -------
                     A-1     AAA          $187,980,000
                     A-2A    AAA          $42,000,000
                     A-2B    AAA          $15,000,000


* Asset categorization based on the March 22, 2007, trustee
report.


NETWORK SOLUTIONS: Moody's Holds B1 Rating on $382.5 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service affirmed the recently assigned B2
corporate family rating to Network Solutions LLC.

Other ratings affirmed include B1 ratings for the proposed
revolver and first lien term loan facility due 2014, which has
been upsized to $382.5 million from the initially rated
$340 million.  At the same time, Moody's withdrew the Caa1 rating
for Network Solution's $85 million second lien term loan which is
being replaced by a $42.5 million holding company note, not rated
by Moody's.  The outlook remains stable.

The $42.5 million unsecured HoldCo note due 2014 has a similar
maturity profile as the second lien note it replaces, but is not
guaranteed by Network Solutions and includes a five year PIK
feature at the company's option.  Existing financial covenants
(i.e. initial maximum gross leverage of 6.25 times EBITDA --
including debt at the holding company) remain unchanged and
suitable provisions have been made to permit dividends for the
payment of cash interest payment on the HoldCo note.

These ratings have been affirmed:

    * Corporate Family Rating -- B2

    * Probability of default rating - B2

    * $25 million revolving credit facility due 2013 -- B1
      (LGD3, revised from 38% to 43%)

    * $382.5 million senior secured term loan due 2014 -- B1
      (LGD3, revised from 38% to 43%)

This rating will be withdrawn:

    * $85 million second lien term loan due 2014 -- Caa1
      (LGD5, 88%)

Network Solutions, headquartered in Herndon, Virginia, is a
provider of internet domain name registration.  In addition, the
company provides a portfolio of web products and services to help
customers maximize the value of that identity throughout its life
cycle.


NOMURA ASSET: Fitch Holds CCC/DR2 Rating on Class B-2 Certificates
------------------------------------------------------------------
Fitch affirms Nomura Asset Securitization Corp.'s Commercial
Mortgage Pass-Through Certificates, Series 1996-D3:

    - $40.8 million class A-1C at 'AAA'
    - Interest-only class A-CS2 at 'AAA'
    - $19.6 million class A-1D at 'AAA'
    - $39.1 million class A-2 at 'AAA'
    - $35.2 million class A-3 at 'AAA'
    - $39.1 million class A-4 at 'AAA'
    - $43 million class B-1 at 'A-'
    - 25.4 million class B-2 remains at 'CCC/DR2'

Fitch does not rate the $15.7 million class A-5 and class B-3 has
been depleted by realized losses.  Classes A-1A, A-1B and
interest-only A-CS1 have been paid in full.

The affirmations reflect the stable performance of the pool and
the defeasance of 12 loans (41%) since issuance.  As of the March
2007 distribution date, the pool's aggregate certificate balance
has decreased 67%, to $258 million from $783 million with 40 loans
remaining.

The largest loan (23.1%) in the transaction is collateralized by a
631-room hotel located in San Antonio, Texas.  As of third quarter
2006, the servicer reported debt service coverage ratio was 1.86
times (x) compared to 1.58x at issuance.

There are currently no delinquent or specially serviced loans.


NOMURA CBO: Fitch Holds Junk Rating on Two Note Classes
-------------------------------------------------------
Fitch lowers the distressed recovery ratings on two classes of
notes issued by Nomura CBO 1997-2, Ltd.  These rating actions are
effective immediately:

    - $81,716,393 class A-3 notes remain at 'CC'; DR rating
      lowered to 'DR3' from 'DR1'

    - $36,300,000 class B notes remain at 'C'; DR rating lowered
      to 'DR5' from 'DR3'

Nomura 97-2 is a collateralized debt obligation that closed
October 1, 1997 and is managed by Nomura Corporate Research and
Asset Management, Inc.  Nomura 97-2 is primarily composed of high
yield bonds.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager and their portfolio
management strategy going forward.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

The downward revisions to the distressed recovery ratings on the
class A-3 and B notes are the result of credit enhancement erosion
leading to a decrease in total expected recoveries.  The CE
erosion is due to an increased concentration of defaulted
securities in the portfolio.  According to the most recent trustee
report from March 2, 2007, $30.5 million of the $73.6 million
portfolio is defaulted, or approximately 41.4%.  Both the class A
overcollateralization and B OC tests have decreased since the last
review in December 2004 and continue to fail their covenants. In
addition, principal proceeds are being used to pay the class B
current interest shortfall before redeeming class A-3 principal.
On the last payment date in October 2006, approximately $710,000
of principal was used to pay class B interest.

The ratings of the class A-3 and class B notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


OLDE DOMINION: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Olde Dominion Land Development Inc.
        45681 Oakbrook Court, Suite 111
        Sterling, VA 20165

Bankruptcy Case No.: 07-10897

Type of Business: The Debtor develops real estate property.

Chapter 11 Petition Date: April 13, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Thomas J. Stanton, Esq.
                  Stanton & Associates, P.C.
                  221 South Fayette Street
                  Alexandria, VA 22314
                  Tel: (703) 299-4445
                  Fax: (703) 299-4473

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Moorings Financial Corp.         Blanket (McLean       $1,776,796
8614 Westwood Center Drive       Avenue and Broad        Secured:
Vienna, VA 22182                 Run)                  $2,700,000
                                                     Senior Lien:
                                                       $1,150,642

Tysons Financial                 McLean Avenue           $518,098
1950 Old Gallows Road                                    Secured:
Suite 600                                              $2,700,000
Vienna, VA 22182                                     Senior Lien:
                                                       $2,927,437

Waterford Custom Homes Inc.      Funds Loaned            $350,000
45681 Oakbrook Court
Suite 111
Sterling, VA 20166

B&S Site Development Inc.        Site Development         $97,620

Debbie King Ltd.                 Real Estate              $65,000
                                 Commissions

City of Fairfax                  Real Estate Taxes         $6,000

County of Loudoun                Real Estate Taxes         $6,000

Odin Feldman & Pittleman         Legal Services            $2,500

AEK Web Design                   Computer Services         $1,500

William C. Harvey & Assoc.       Appraisal Services        $1,000

Office Depot Department                                      $700

Staples                          Office Supplies             $700

UPS                                                          $500

Kinko's Inc.                     Office Supplies             $200


PACIFIC LUMBER: Timber Noteholders to Appeal Single Asset Ruling
----------------------------------------------------------------
The Ad Hoc Group of Timber Noteholders in Pacific Lumber and its
debtor-affiliates bankruptcy cases notifies the United States
Bankruptcy Court for the Southern District of Texas that it will
take an appeal from Hon. Judge Richard S. Schmidt's order denying
the panel's request to deem Scotia Pacific Company LLC a single
asset real estate debtor.

Pursuant to Section 158(d)(2) of the Judiciary and Judicial
Procedures Code and Interim Bankruptcy Rule 8001(f), the
Noteholder Committee asks the Bankruptcy Court to certify its
Appeal for direct review by the U.S. Court of Appeals for the
Fifth Circuit.

Section 158(d) provides that upon consensual certification of the
parties or certification by the relevant Bankruptcy Court or
District Court, an appeal may be taken directly to the United
States Court of Appeals, if any of three circumstances exist:

   1. The judgment, order or decree involves a question of law
      as to which there is no controlling decision of the court
      of appeals for the circuit or of the Supreme Court of the
      United States, or involves a matter of public importance;

   2. The judgment, order or decree involves a question of law
      requiring resolution of conflicting decisions; or

   3. An immediate appeal from the judgment, order or decree may
      materially advance the progress of the case or proceeding
      in which the appeal is taken.

The Noteholder Committee wants the Fifth Circuit to review
whether:

   (i) Section 101(51B) of the Bankruptcy Code is limited to
       "passive" businesses that merely "own or acquire property
       merely with an eye for holding it and flipping it when the
       market turns or idly sit and collect rent";

  (ii) Section 101(51B) applies to an "active" business, like
       Scopac's silvicultural operations, that involve operating
       real property to generate substantially all of the
       Debtor's gross income; and

(iii) the term "single property or project" under Section
       101(51B) applies to Scopac's silvicultural operations,
       which involve operating the Scopac Timberland and its real
       property interests in timber pursuant to a common plan.

The SARE Order involves questions of law as to which there is no
controlling Fifth Circuit or Supreme Court decision, John P.
Melko, Esq., at Gardere Wynne Sewell LLP, in Houston, Texas,
asserts.  "The SARE Order contains the Southern Texas Bankruptcy
Court's resolution of novel legal questions presented by the SARE
definition as it was materially expanded by the 2005 bankruptcy
amendments."

The SARE Order also involves questions of law requiring
resolution of conflicting decisions, Mr. Melko adds.  The
Southern and Eastern Texas Bankruptcy Courts have issued
decisions interpreting the SARE definition to apply only to
"passive" entities that do not engage in any "active" operations
with respect to the real property at issue, Mr. Melko explains,
citing In re Club Golf Partners, L.P., Case No. 07-40096 (Bankr.
E.D. Tex. Feb. 15, 2007).

However, Mr. Melko notes, the U.S. Bankruptcy Court for the
District of New Jersey rejected the "passive" versus "active"
distinction adopted by Judge Schmidt in the Scopac SARE Order in
Kara Homes et al. v. Nat'l. City Bank et. al., __ B.R., 2007 WL
748470 (Bankr. D.N.J. March 1, 2007).

The Noteholder Committee asserts that the SARE Appeal presents
matters of public importance, and would materially advance the
progress of Scopac's case.

The current members of the Noteholder Group include:

   1. Angelo, Gordon & Co. L.P.,
   2. Avenue Investments, L.P.,
   3. Avenue International, Ltd.,
   4. Avenue Special Situations Fund III, L.P.,
   5. Avenue-CDP Global Opportunities Fund, L.P. US,
   6. Avenue Special Situations Fund IV, L.P.,
   7. Banc of America Securities, Inc.,
   8. Camulos Master Fund LP,
   9. CarVal Investors LLC,
  10. Citigroup Global Markets Inc.,
  11. CSG Investments, Inc.,
  12. Davidson Kempner Capital Management LLC,
  13. Deutsche Bank Securities Inc.,
  14. D. E. Shaw Laminar Portfolios, L.L.C.,
  15. ECO Master Fund Ltd.,
  16. ECR Master Fund Ltd.,
  17. Gruss & Co.,
  18. funds managed by GSO Capital Partners LP,
  19. HBK Capital Management; Intermarket Corp.,
  20. J.P. Morgan Securities Inc.,
  21. KeyBanc Capital Markets,
  22. Lehman Brothers Inc.,
  23. Murray Capital Management,
  24. Northeast Investors Trust,
  25. Par IV Capital,
  26. Phoenix Investment Partners,
  27. Plainfield Special Situations Master Fund Limited,
  28. QDRF Master Ltd,
  29. QVT Financial LP,
  30. RockView Capital,
  31. TCW Credit Mortgage, and
  32. Watershed Asset Management, L.L.C.

The members of the Noteholder Group each act in their own
individual interests, and neither the individual members nor the
Group as a whole purport to act on behalf of or to represent any
other holder of Timber Notes, Mr. Melko tells the Court.

               Scopac Opposes Certification Request

"The [Noteholder] Committee has failed to make even the plainest
showing of any of the required factors for either interlocutory
relief or to certify their appeal directly to the circuit court,"
Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, argues.

The SARE Order is not a final order in the first place, and thus,
the Noteholder Committee must seek leave to appeal the SARE Order
to any court, Ms. Coleman asserts.

The Noteholder Committee has not sought leave to appeal the SARE
Order and as a result, cannot seek to certify its appeal directly
to the Fifth Circuit, Ms. Coleman contends.  "For this reason,
the Bankruptcy Court simply lacks jurisdiction to grant the
relief requested in the [Noteholder] Committee's request."

Also, while the decision on the SARE Motion is important to the
parties involved, it hardly rises to the level of "a matter of
public importance," Ms. Coleman maintains.

Ms. Coleman reiterates that as set forth in the SARE Order, there
is absolutely no dispute under the applicable case law that
active commercial enterprises do not constitute single asset real
estate entities for the purposes of the single asset real estate
provisions of the Bankruptcy Code.

Scopac is presently working with financial advisors to formulate
its plan of reorganization and is moving toward its exit from
bankruptcy, according to Ms. Coleman.  An appeal could only delay
the case by creating a sense of uncertainty thereby delaying
progress of the confirmation of a reorganization plan.

Thus, Scopac asks the Court to deny the Noteholder Committee's
request for certification pursuant to Section 158(d)(2).

                       About Pacific Lumber

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

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

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

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 13, http://bankrupt.com/newsstand/or
215/945-7000).


PACIFIC LUMBER: Hires Pierce Baymiller Human Resources Consultant
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has approved the application of Pacific Lumber Company,
Britt Lumber Co. Inc., and Scotia Pacific Company LLC to employ
Pierce Baymiller as their consultant, effective as of Feb. 15,
2007.

As reported in the Troubled Company Reporter on March 30, 2007,
Mr. Baymiller will perform various tasks related to human
resources and employment matters with respect to the Debtors'
Chapter 11 cases.  The term of the Consulting Agreement is from
Feb. 15, 2007, to Dec. 31, 2008, subject to termination by either
party, without penalty.

Mr. Baymiller agrees to be available to the Debtors on a full-
time basis during the term of his engagement.  As the Debtors'
consultant, Mr. Baymiller is expected to:

   (a) review the Debtors' existing human resources policies and
       procedures, and make recommendations concerning updates
       and modification to insure compliance with existing law
       and industry standards;

   (b) create and implement improved processes and programs
       relating to communications with current and former
       employees;

   (c) assist in evaluating potential modifications to the
       Debtors' workforces, implementing desired modifications
       and communicating with affected employees concerning those
       modifications;

   (d) assist in creating, evaluating, obtaining any necessary
       approval for and implementing any employee incentive
       programs designed to maximize worker performance and to
       ensure continuity of the workforce during the Chapter 11
       cases;

   (e) assist in creating, evaluating, and obtaining any
       necessary approval for and implementing any severance
       benefits for terminated employees;

   (f) assist in other tasks related to workforce issues arising
       as a consequence of the bankruptcy filing, including
       employee-related amendments to the Schedules of Assets and
       Liabilities and Statement of Financial Affairs and with
       the preparation of Monthly Operating Reports with respect
       to issues pertinent to the Debtors' employees;

   (g) assist in communications with the Official Committee of
       Unsecured Creditors concerning employee and workforce
       Issues; and

   (h) advise and assist the Debtors with a variety of other
       human resources and employment issues as required from
       time to time.

Under the Consulting Agreement, the Debtors agree to pay Mr.
Baymiller a flat $17,000 monthly fee for his services, plus
reimbursement of necessary expenses incurred.

Mr. Baymiller assured the Court that he does not hold nor
represent any interest adverse to the Debtors' estate and is a
"disinterested person," as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Pacific Lumber

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

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

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

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 13, http://bankrupt.com/newsstand/or
215/945-7000).


PANTRY INC: Moody's Puts Ba3 Rating on Proposed $550 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service rated the proposed $550 million secured
term loan of Pantry, Inc at Ba3 (LGD 3, 33%).  Moody's also
affirmed the corporate family rating at B1 and the two senior
subordinated note issues at B3 (LGD 5, 82%).  Proceeds from the
new bank loan will be used to refinance the company's existing
term loan and to provide capital for future growth.  Incremental
term loan borrowings on the former bank loan, excess cash, and
proceeds from the sale and leaseback of real estate were used to
finance recent acquisitions. The rating outlook remains stable.

These ratings are assigned, subject to review of final
documentation:

     - $200 million NEW secured revolving credit facility at Ba3
       (LGD 3, 33%)

     - $350 million NEW secured term loan at Ba3 (LGD 3, 33%)

These ratings are affirmed:

    - $250 million 7.75% senior subordinated notes (2014) at B3
      (LGD 5, 82%)

    - $150 million 3.00% senior subordinated notes (2012) at B3
      (LGD 5, 82%)

    - Corporate family rating B1

    - Probability of default rating at B1

The rating on the existing bank loan will be withdrawn following
completion of the proposed transaction.

The B1 corporate family rating reflects Moody's opinion that
credit metrics and operational risks will remain consistent with a
B-rated retail company following the pending acquisition and the
increase in loan balances.  Weighing down the overall rating with
B characteristics are the company's long-term pattern of making
several acquisitions per year, the geographic concentration of
Pantry in the Southeast, and the intensely competitive nature of
the convenience store industry.  The ratings also recognize
certain qualitative aspects of the company's franchise that have
low investment grade or high non-investment characteristics such
as the relative lack of cash flow seasonality, the discipline that
Pantry has shown in paying reasonable multiples for its many
acquisitions, and the company's important market position in
several markets.  The B1 corporate family rating relative
to the rating methodology recognizes the uncertainty regarding the
permanence of strong EBITDA following very high levels of gasoline
profitability and the ongoing challenges inherent in the strategy
of rolling up several smaller convenience store chains per year.

The stable rating outlook acknowledges the company's success at
buffering operating margins from significant fluctuations in
wholesale gasoline and retail tobacco prices by consistently
increasing commission revenue and non-tobacco merchandise sales,
the ability of the company given its relatively large size in the
convenience store industry to source fuel from a variety of
sources, and Moody's expectation that debt protection measures
will modestly improve.  Ratings could fall if credit metrics
weaken such that leverage rises above 6 times or EBIT to interest
expense falls below 1 time, if free cash flow remains negative for
reasons such as declines in operating profitability or high levels
of capital expenditures, or if the company makes an acquisition
that causes credit metric deterioration.  Given the uncertainty
around gasoline profitability and Moody's expectation that the
company will continue making acquisitions, an upgrade over the
short-term is unlikely.  Ratings could eventually move upward if
the system profitability expands from good performance both at new
and existing stores, if financial flexibility sustainably
strengthens such that EBIT coverage of interest expense exceeds 2
times, leverage falls below 5 times, and Free Cash to Debt
exceeds 5% for an extended period, and the company achieves
satisfactory returns on investment with the ongoing acquisition
and development program.

The Pantry, Inc, with headquarters in Sanford, North Carolina,
operates about 1625 convenience stores in the Southeast and
adjoining states following the recent acquisition of 66 additional
locations from Petro Express in and around Charlotte, North
Carolina.  Pro-forma revenue for the four quarters ending Dec. 31,
2006 approached $6.8 billion.


PHH CORP: Incurs $7 Million Loss in Quarter Ended September 30
--------------------------------------------------------------
PHH Corp. reported a net loss of $7 million on net revenues of
$535 million for the third quarter ended Sept. 30, 2006, compared
with net income of $48 million on net revenues of $650 million for
the same period ended Sept. 30, 2005.

During the third quarter of 2006, net revenues decreased
$115 million, or 18%, compared to the third quarter of 2005, due
to decreases of $104 million and $44 million in the company's
Mortgage Production and Mortgage Servicing segments, respectively,
partially offset by a $33 million increase in the company's Fleet
Management Services segment.

Mortgage Production net revenues were impacted by decreases of
$72 million in gain on sale of mortgage loans, $19 million in
mortgage fees, $12 million in mortgage net finance income and
$1 million in other income.

The decrease in Mortgage Servicing net revenues was mainly due to
a $64 million unfavorable change in amortization and valuation
adjustments related to mortgage servicing rights, partially offset
by increases of $10 million, $8 million and $2 million in loan
servicing income, mortgage net finance income and other income,
respectively.

Fleet Management Services net revenues increased by $33 million
primarily due to increases of $34 million in Fleet lease income
and $2 million in Fleet management fees that were partially offset
by a $3 million decrease in other income.

The company reported a loss from continuing operations before
income taxes and minority interest of $31 million, compared with
income from continuing operations before income taxes and minority
interest of $83 million for the three month period ended
Sept. 30, 2005.  The loss was due to unfavorable changes of
$86 million and $34 million in the Mortgage Production and
Mortgage Servicing segments, respectively, that were partially
offset by a favorable change of $6 million in the Fleet Management
Services segment.

During the third quarter of 2006, the income tax benefit was
$25 million and was significantly impacted by a $13 million
decrease in income tax contingency reserves and a $2 million
increase in valuation allowances for state net operating losses
generated during the third quarter of 2006 for which the company
believes it is more likely than not that the net operating losses
will not be realized.  In addition, the company recorded a state
income tax benefit of $5 million.

During the third quarter of 2005, the Provision for income taxes
was $35 million.

At Sept. 30, 2006, the company's balance sheet showed
$10.4 billion in total assets, $8.9 billion in total liabilities
and $1.5 billion in total stockholders' equity.

At Sept. 30, 2006, the company had $94 million of total Cash and
cash equivalents, a decrease of $13 million from $107 million at
Dec. 31, 2005.

During the nine months ended Sept. 30, 2006, the company generated
$942 million more cash from operating activities than during the
nine months ended Sept. 30, 2005, as net cash outflows related to
the origination and sale of mortgage loans during the nine months
ended Sept. 30, 2006, were $874 million lower than the net cash
outflows that occurred during the nine months ended
Sept. 30, 2005.

During the nine months ended Sept. 30, 2006, the company used
$788 million more cash in investing activities than during the
nine months ended Sept. 30, 2005.  During the nine months ended
Sept. 30, 2005, the company redeemed $400 million of senior notes
issued under its Bishop's Gate Residential Mortgage Trust mortgage
warehouse asset-backed debt arrangement.  The remaining increase
in cash used in investing activities was primarily attributable to
a decrease of $543 million in net settlement proceeds for
derivatives related to Mortgage Servicing Rights that was
partially offset by a $224 million decrease in cash paid on
derivatives related to Mortgage Servicing Rights.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1d22

                       Going Concern Doubt

Deloitte & Touche LLP, in Philadelphia, Pennsylvania, raised
substantial doubt about PHH Corporation's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the company's uncertainty about its ability
to comply with certain of its financing agreement covenants
relating to the timely filing of the its financial statements.

                      About PHH Corporation

Headquartered in Mount Laurel, New Jersey, PHH Corp. (NYSE: PHH)
-- http://www.phh.com/-- is an outsource provider of mortgage and
vehicle fleet management services.  Its subsidiary, PHH Mortgage,
is one of the top ten retail originators of residential mortgages
in the United States, and its subsidiary, PHH Arval, is a leading
provider of outsourced commercial fleet management services in the
United States and Canada, serving corporate clients and government
agencies with car and truck fleets.


PORT TOWNSEND: Courts Authorizes $38MM Replacement DIP Financing
----------------------------------------------------------------
Port Townsend Paper Corporation and its affiliates have received
interim approval from the U.S. Bankruptcy Court for the Western
District of Washington to obtain up to $38 million in replacement
debtor-in-possession financing.

The replacement DIP facility includes an aggregate commitment of
$50 million, which will be made fully available to the company
upon final approval by the Court.  Proceeds from the replacement
DIP facility will be used to retire the company's obligations
under its current DIP facility in addition to providing the
company with increased working capital to meet the company's
liquidity needs in Chapter 11.

Certain holders of the company's 11% Senior Secured Notes due 2011
provides the replacement DIP facility.  All Noteholders of record,
as of March 29, 2007, are eligible to purchase notes issued under
the replacement DIP facility and will receive a participation
notice which contains the terms, conditions, and instructions on
how to become a participant under the facility.

"The new facility has been provided by a group of the company's
noteholders and demonstrates their continued commitment to the
business and assures the company's viability for the foreseeable
future," John Begley, chief executive officer, said.  "The
financing allows the company to get back on a fast track to
confirm the plan of reorganization," Begley continued.

                        About Port Townsend

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.  The Debtors' exclusive period to file a
plan expires on May 29, 2007.


QUIGLEY CO: Court Extends Pfizer DIP Financing to August 13
-----------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York gave authority to Quigley Co.,
Inc. to extend its debtor-in-possession financing agreement with
Pfizer Inc. until Aug. 13, 2007, for the purpose of confirmation
and consummation of its proposed plan of reorganization.

As reported in the Troubled Company Reporter on Jan. 29, 2007, the
Court previously allowed the Debtor to borrow up to $20,000,000
from Pfizer.  The obligation is secured by the collateral granted
by the Debtor to Pfizer.

The Debtor will use the additional fund pursuant to an annual
budget, a full-text copy of which is available for free at:

              http://researcharchives.com/t/s?1914

                       About Quigley Co.

Based in Manhattan, Quigley Company, Inc., is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                 Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.


QUIGLEY CO: Court Extends Civil Action Removal Period to August 1
-----------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York extended the period wherein
Quigley Co., Inc. may file notices of removal with respect to
civil actions pending as of Sept. 3, 2004, through and including
the earlier of:

   a) Aug. 1, 2007; and

   b) confirmation of the Debtor's plan of reorganization.

As reported in the Troubled Company Reporter on Jan. 29, 2007,
this is the Debtor's ninth request for extension of the period to
remove actions.  The Debtor told the Court that the extension will
allow it a chance to make fully informed decisions concerning the
removal of prepetition civil actions and will assure that it does
not forfeit valuable rights afforded it under Section 1452 of the
Bankruptcy Code.

                       About Quigley Co.

Based in Manhattan, Quigley Company, Inc., is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                 Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.


REAL ESTATE: DBRS Finalizes Low-B Ratings on 6 Class Certificates
-----------------------------------------------------------------
Dominion Bond Rating Service has finalized the provisional ratings
of the following classes of Real Estate Asset Liquidity Trust,
Series 2007-1 Commercial Mortgage Pass-Through Certificates:

   * Class A-1 at AAA
   * Class A-2 at AAA
   * Class XP at AAA
   * Class XC at AAA
   * Class B at AA
   * Class C at A
   * Class D at BBB
   * Class E at BBB (low)
   * Class F at BB (high)
   * Class G at BB
   * Class H at BB (low)
   * Class J at B (high)
   * Class K at B
   * Class L at B (low)

Finalization of ratings is contingent upon receipt of final
documents confirming information that has already been received.

The collateral consists of 76 fixed-rate loans secured by 100
multi-family and commercial properties.  The portfolio has a
balance of $514,023,418.  Although approximately 47.5% of loan
collateral is located in Ontario, this is mitigated by Ontario
being the largest province, with a highly urbanized population
with a diversified economy.  DBRS inspected 84.7% of the pool by
loan balance.  Based on DBRS's site inspections, 18.8% of the
sample properties were considered to have excellent property
quality and 34.9% of the sample to have above-average property
quality.

Fifty-five loans, representing 75.0% of the pool, provide full
or partial recourse to the loans. The collateral properties are
predominantly located in urban locations.  DBRS shadow-rates
three loans, representing 19.3% of the pool, investment grade.
The investment-grade shadow-rated loans indicate the long-term
stability of the underlying assets.  The shadow-rated investment-
grade ratings assigned by DBRS are:

   * Langley Power Centre - BBB
   * The Atrium Pooled Interest - A (low)
   * Port Kells Industrial - BBB (low)

Although one loan will not complete the majority of its tenant
improvement prior to the transaction close, which increases the
risk of default for this loan, the loan is secured by a well-
located property that upon completion and stabilization should be
a high-quality asset.

The pool is heavily concentrated, with the top-ten loans
representing 52.1% of the pool balance.  However, there are 30
properties that collateralize the top-ten loans, including one
loan that is secured by multiple properties, adding diversity to
the pool.  The three shadow-rated loans are all in the top-ten.

The pool weighted-average DBRS-stressed term debt service coverage
ratio is 1.38x, the weighted-average DBRS-stressed refinance DSCR
is 1.35x.  The DBRS-stressed loan-to-value is 79.1% with six
loans, 12.4% of the pool, having a DBRS-stressed LTV greater than
90%.


REUNION INDUSTRIES: Mahoney Cohen Raises Going Concern Doubt
------------------------------------------------------------
Mahoney Cohen & Company, CPA, P.C. pointed several conditions that
raised substantial doubt about Reunion Industries Inc.'s ability
to continue as a going concern after auditing the company's
financial statements as of Dec. 31, 2006, and 2005.  The auditing
firm reported that the company at Dec. 31, 2006, has a deficiency
in working capital of $39.3 million, a loss from continuing
operations of $2.9 million before gain on debt extinguishment and
a deficiency in assets of $23 million.

As of Dec. 31, 2006, the company's balance sheet listed total
assets of $44.4 million, total liabilities of $66.9 million, and
minority interests of $498,000.  Accumulated deficit as of
Dec. 31, 2006, stood at $48.7 million.

For the year ended Dec. 31, 2006, the company reported a net
income of $5.4 million, versus a net loss for the year ended
Dec. 31, 2005, of $2.4 million.  The company generated net sales
of $59.5 million for the year 2006, versus $49.7 million for the
year 2005.  The increase in net sales resulted from increases in
the pressure vessel and grating segments of $12.7 million, offset
by a decrease of $2.9 million in the cylinders segment.

                    Summary of 2006 Activities

Cash and cash equivalents totaled $ 1.6 million and $1.9 million
at Dec. 31, 2006, and 2005, respectively.  For 2006, $10.9 million
of cash was provided by investing activities of which $4 million
was used in operating activities and, along with cash on hand,
$7.4 million was used in financing activities.

                           Debt Default

Since 2001, the company has not been able to make any of the
scheduled interest payments on the Senior Notes and has not been
able to make any payments of principal on such currently matured
Senior Notes.  Additionally, the principal amount of the
restructured Senior Notes matured on Jan. 3, 2007, and was not
paid.  As a result, events of default have occurred under the
Indenture under which the Senior Notes were issued.

With an Indenture Default, holders of more than 25% of the
principal amount of the Senior Notes may, by written notice to the
company and to the Trustee, declare the principal of and accrued
but unpaid interest on all the Senior Notes to be immediately due
and payable.  However, under an Intercreditor and Subordination
Agreement entered into in December 2003 among Wachovia, the
holders of the Senior Notes and certain other lenders, the Senior
Note holders can not commence any action to enforce their liens on
any collateral for a 180-day period beginning after the date of
receipt by Wachovia, the senior secured lender, of a written
notice from the Senior Note holders informing Wachovia of such
Indenture Default and demanding acceleration or immediate payment.
On Feb. 2, 2007, Wachovia received written notice of such demand
for payment.

Additionally, a $3.5 million subordinated promissory note payable
to a private capital fund matured on Dec. 5, 2006, and is in
default.  The defaults under the Senior Notes and the $3.5 million
subordinated promissory note payable have triggered cross default
provisions in the Wachovia Bank loan agreement and the company's
bank debt is also in default.

The company is investigating restructuring or recapitalization
scenarios in an effort to provide additional liquidity for the
extinguishments or deferrals of the company's debt obligations.
However, no assurances exist that the company will be successful
in these efforts and failure to accomplish these plans could have
an adverse impact on the company's liquidity, financial position
and future operations.

                           Tender Offer

On Oct. 27, 2006, the company initiated a tender offer to purchase
for cash all of its outstanding 13% Senior Notes.  The
consideration offered in the tender offer, as amended, for each
$1,000 principal amount of the original 2003 Senior Notes and for
each $880 principal amount of the restructured Senior Notes was
comprised of:

       (i) a cash amount of $563.20;

      (ii) warrants to purchase 140.82 shares of the common stock
           of the Company; and

     (iii) $160.93 principal amount of a junior subordinated note.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d27

                     About Reunion Industries

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries Inc.
(AMEX: RUN) -- http://www.reunionindustries.com/-- owns and
operates industrial manufacturing operations that design and
manufacture engineered products such as large-diameter seamless
pressure vessels, hydraulic and pneumatic cylinders, grating and
precision plastic components.


RIVERDEEP INTERACTIVE: Moody's Confirms B3 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed the B3 Corporate Family
rating of Riverdeep Interactive Learning USA, Inc.'s following
receipt and review of audited financial statements for Riverdeep
Holdings Limited (Riverdeep's parent) and Houghton Mifflin Holding
Company, Inc. for the fiscal period ended Dec. 21, 2006.  Details
of the rating action are:

Ratings confirmed:

     Corporate Family rating - B3

     Probability of Default rating - B3

Ratings upgraded:

     $250 million first lien senior secured revolving credit
     facility - to Ba3, LGD 2, 22% from B1, LGD 2, 26%

     $1,620 million first lien senior secured term loan B - to
     Ba3, LGD 2, 22% from B1, LGD 2, 26%

The rating outlook is negative.

The rating action concludes the rating review which Moody's
initiated on Feb. 22, 2007, following the announcement that the
auditors of Riverdeep's parent had resigned.

The negative outlook reflects Moody's concerns regarding the
company's reported 2006 EBITDA which fell short of expectations,
its ability to deliver the level of synergies currently expected
during 2007, as well as the possibility that management may engage
in further acquisition activity.

The upgrade of Riverdeep's senior secured ratings is the result of
the company's announcement that it has postponed a proposed $250
million add-on senior secured facility until completion of the
2006 audited financial statements.  The rating of the proposed
add-on facility was withdrawn on Feb. 22, 2007.

Riverdeep Interactive Learning USA, Inc. is one of the largest
U.S. educational publishers with revenues of approximately $1.4
billion for the LTM period ended Dec. 21, 2006, pro forma for the
acquisition of Houghton Mifflin.  The company is headquartered in
Dublin, Ireland.


SAAD MAHMOUD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Saad Mahmoud
        5925 North Bayshore Drive
        Miami, FL 33137

Bankruptcy Case No.: 07-12625

Chapter 11 Petition Date: April 13, 2007

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Brian S. Behar, Esq.
                  2999 Northeast, 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $100 Million

The Debtor did submit a list of its largest unsecured creditors.


SIRICOMM INC: Posts $1.4 Million Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
SiriCOMM Inc. reported a net loss of $1,453,254 on revenues of
$501,791 for the quarter ended Dec. 31, 2006, compared with a net
loss of $876,864 on revenues of $153,952 for the same period ended
Dec. 31, 2005.

The increase in revenues is mainly due to the increase in sales of
the company's InTouch Internet service largely as a result of the
increase in the number of people subscribing to the service.

Total operating expenses increased to $2 million for the quarter
ended Dec. 31, 2006, from $1 million in the same period a year
ago, mainly due to increases in general and administrative
expenses, salaries and satellite access fess.

For the three months ending Dec. 31, 2006, interest expense was
$149 as compared to net interest expense of $10,477 during the
three months ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $4,369,856 in
total assets, $2,022,438 in total liabilities, $298,785 in series
A preferred stock, and $2,048,633 in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $339,907 in total current assets available to pay
$1,784,006 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d24

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 4, 2007,
BKD, LLP, in Joplin, Mo., expressed substantial doubt about
SiriCOMM Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Sept. 30, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative operating cash flows.

                       About SiriCOMM Inc.

SiriCOMM Inc. (OTC BB: SIRC.OB) -- http://www.siricomm.com/-- is
an application service provider specializing in wireless internet
connectivity and productivity applications tailored to the
transportation industry.   The company uses Wi-Fi and radio-
frequency technologies to create hot spots at locations convenient
to highway travel.


SUPERIOR ESSEX: Improved Profitability Prompts S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Atlanta, Georgia-based Superior Essex Inc. to 'BB-' from
'B+'.  The outlook is stable.  The action reflects the significant
progress made over the past three years in improving
profitability, as well as substantially improved leverage metrics,
declining to 2.3x in 2006 from 4.7x in 2004.

"The ratings reflect a cyclical operating profile driven by
fluctuating market demand and volatility in raw material pricing,"
said Standard & Poor's credit analyst Stephanie Crane
Mergenthaler.  These factors are somewhat offset by the company's
leading position in a global market for wire and cables,
especially magnet wire, improving profitability through pricing
increases, as well as currently moderate financial leverage for
the rating.

Superior Essex is a leading global supplier of magnet wire to the
industrial and power industries, and copper and fiber wire as well
as cables to the communications industry.  Superior Essex
participates in two segments of the cable and wire industry.  It
has a leading share of the North American market for copper wire
and cable and, to a lesser extent, fiber optic cables supplied to
telecommunications carriers for use in their local loops.
Superior Essex also is a major supplier and distributor of magnet
wire and related insulation and fabrication products used in a
range of industrial applications, including motors, transformers,
and generators.  The joint venture with Nexans to produce magnet
wire in Europe makes Superior Essex the world's largest supplier.
Both markets have experienced significant volatility
in recent years, but have shown mixed signs of recovery.


TOWN OF MARION: Creditors Can File Proofs of Claim Until Aug. 15
----------------------------------------------------------------
The Town of Marion in Mississippi delivered its schedules of
claims to the U.S. Bankruptcy Court for the Southern District of
Mississippi.

Persons who believe they are owed money by the Debtor can file
their proofs of claim until Aug. 15, 2007, with the office of the
Bankruptcy Court Clerk at:

   U.S. Bankruptcy Court
   Southern District of Mississippi
   Suite 244, Dan M. Russell Jr. U.S. Courthouse
   2012 15th Street, Gulfport, MS 39501

The Town of Marion in Mississippi filed a chapter 9 petition on
Feb. 6, 2007 (Bankr. S.D. Miss. Case No.: 07-50141).  Eileen N.
Shaffer, Esq., in Jackson, Miss. represents the Debtor.  When the
Debtor filed for bankruptcy, it estimated assets and debts between
$1 million to $100 million.


TOWN OF MARION: Objections to Chapter 9 Filing Due on May 9
-----------------------------------------------------------
The Town of Marion in Mississippi filed a chapter 9 petition in
the U.S. Bankruptcy Court for the Southern District of Mississippi
on Feb. 6, 2007.

Objections to the petition may be filed not later than May 9,
2007, with the office of the Bankruptcy Court Clerk at:

   U.S. Bankruptcy Court
   Southern District of Mississippi
   Suite 244, Dan M. Russell Jr. U.S. Courthouse
   2012 15th Street, Gulfport, MS 39501

A copy of the objection must be mailed to:

   Eileen N. Shaffer, Esq.
   Attorney for the Debtor,
   Post Office Box 1177
   Jackson, MS 39215-1177

A hearing to consider any timely filed objections will be held on
May 17, 2007, at 9:00 a.m. in the U.S. Bankruptcy Court, located
at Room No. 106, 100 E. Capitol Street, in Jackson, Mississippi.

                        Road to Bankruptcy

Marion's bankruptcy filing came minutes after the City of Meridian
froze the Town's checking account at Citizens National Bank, and a
day after Marion missed paying more than $400,000 of outstanding
sewerage bill, Ida Brown of Meridian Star reported.

The report said Marion's obligation to Meridian relates to the
1986 shut down of the town's sewerage treatment plant due to lack
of maintenance and repair.  The city of Meridian agreed to treat
Marion's sewer at that time, which gave rise to a number of
disputes over appropriate charging rate for the services.

Judge Billy G. Bridge, the source said, directed Marion to pay the
outstanding sewerage bill for December 2006 to Meridian.

According to Meridian Star, the town was unable to pay and
requested Meridian to forgive the debt, however, Meridian Mayor
John Robert Smith argued, "the Supreme Court has ruled that cities
cannot forgive debts.  That is an action designed to protect the
public from elected officials who would give away their assets."

The case is (Bankr. S.D. Miss. Case No. 07-50141).  Eileen N.
Shaffer, Esq., in Jackson, Miss. represents the Debtor.  When the
Debtor filed for bankruptcy, it estimated assets and debts between
$1 million to $100 million.


WAMU COMMERCIAL: Moody's Puts Low-B Ratings on Five Certificates
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by WaMu Commercial Mortgage Securities Trust
Series 2007-SL2.  The provisional ratings issued on March 21, 2007
have been replaced with these definitive ratings:

    - Class X, $842,092,662*, rated Aaa
    - Class A, $134,594,000, rated Aaa
    - Class A-1A, $588,553,000, rated Aaa
    - Class B, $17,894,000, rated Aa2
    - Class C, $25,263,000, rated A2
    - Class D, $16,842,000, rated Baa1
    - Class E, $6,315,000, rated Baa2
    - Class F, $7,369,000, rated Baa3
    - Class G, $13,684,000, rated Ba1
    - Class H, $4,210,000, rated Ba2
    - Class J, $5,263,000, rated Ba3
    - Class K, $2,105,000, rated B1
    - Class L, $4,211,000, rated B2
    - Class M, $1,053,000, rated B3
    - Class N, $14,736,662, rated NR

* Approximate notional amount


WASTE SERVICE: Completes $50 Million Senior Sec. Facility Increase
------------------------------------------------------------------
Waste Services Inc. had completed the $50 million increase in the
term loans under its existing Senior Secured Credit Facility and
the acquisition of U.S.A. Recycling in Florida.

The company also said that it will release its 2007 first quarter
results after the close of markets on Tuesday, April 24, 2007.

The company will hold a conference call on Wednesday, April 25,
2007 at 8:30 a.m. (ET).  David Sutherland-Yoest company's Chief
Executive Officer, accompanied by other senior management, will
discuss its first quarter results.

                       About Waste Service

A Delaware corporation, Waste Services Inc. (NASDAQ: WSII)
-- http://www.wasteservicesinc.com/-- is a multi-regional,
integrated solid waste services company, providing collection,
transfer, landfill disposal and recycling services for commercial,
industrial and residential customers in the United States and
Canada.

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2007,
Moody's Investors Service affirmed the Ba3 rating on the proposed
amended senior secured credit facilities of Waste Services, Inc.
and upgraded the Corporate Family rating to B2 from B3.  The
outlook for the ratings is stable.

Standard & Poor's Ratings Services raised its corporate credit
rating on Boca Raton, Florida-based Waste Services Inc. to 'B'
from 'B-'.  The outlook is stable.


WHITE BIRCH: S&P Rates $550 Million First-Lien Term Loan at B
-------------------------------------------------------------
Standard & Poor's Ratings Services said today that it revised its
outlook on newsprint producer White Birch Paper Co. to stable from
positive.  At the same time, S&P affirmed our 'B' corporate credit
rating and 'B+' bank loan and '1' recovery ratings on White
Birch's senior secured first-lien revolving credit facility.

In addition, S&P assigned bank loan and recovery ratings to White
Birch's planned $550 million first-lien Term Loan B facility based
on preliminary terms and conditions.  The term loan is rated 'B',
same level as the corporate credit rating, with a '2' recovery
rating indicating an expectation of meaningful (50%-80%) recovery
of principal in the event of a payment default.  Proceeds from the
new loan will be used to repay existing first- and second-lien
term loans.  S&P will withdraw ratings on the existing term loans
upon completion of the proposed transaction.

"The outlook revision on White Birch reflects our expectations
that declining newsprint prices, combined with an increase in debt
following the proposed refinancing, will prevent the previously
expected improvement in credit measures that might have led to a
higher rating," said Standard & Poor's credit analyst Andy
Sookram.

Debt pro forma for the transaction will increase by $26 million
from year-end 2006, to $632 million, with pro forma debt to 2006
EBITDA of 4.2x.  "Despite weaker newsprint market condition, S&P
expect White Birch to generate credit metrics in line with
expectation because of its favorable cost position," Mr. Sookram
said.  "We are unlikely to revise the outlook to positive unless
the company meaningfully reduces debt, which would result in
stronger credit measures over the cycle.  On the other hand, we
could revise the outlook to negative if earnings and cash flow
begin to deteriorate substantially more than currently expected
because of lower newsprint prices or higher input costs."


XENONICS HOLDINGS: Reports Lower Net Loss of $406,000 in First Qtr
------------------------------------------------------------------
Xenonics Holdings Inc. reported a net loss of $406,000 on revenues
of $916,000 for the first quarter ended Dec. 31, 2006, compared
with a net loss of $926,000 on revenues of $920,000 for the same
period ended Dec. 31, 2005.

Gross profit increased to $714,000, or 78% of revenues for the
quarter ended Dec. 31, 2006, from gross profit of $376,000, or 41%
of revenues for the same period ended Dec. 31, 2005.  The gross
profit percentage was positively impacted in the current quarter
due to the sale of NightHunterII product from inventory that was
identified as excess inventory in fiscal year 2005, as opposed to
the prior period of sales of NightHunter product which were not
identified as obsolete.

Selling, general and administrative expenses decreased by $171,000
to $974,000 for the quarter ended Dec. 31, 2006, compared to
$1,145,000 for the same period a year ago.  The reduction in
expenses consisted primarily of a decrease in consulting expense
of $405,000.  This was offset by increased expenses related to
compensation expense for employee options, consulting expense paid
with warrants and increased salary expense.

Engineering, research and development expenses were flat for
three-month period ended Dec. 31, 2006, compared to the three-
month period ended Dec. 31, 2005.  Current year expenses increased
in the areas of new patent origination and consulting work which
offset decreases in engineering expense.

At Dec. 31, 2006, the company's balance sheet showed $3,699,000 in
total assets, $578,000 in total liabilities, and $3,121,000 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d25

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Eisner LLP, in New York, raised substantial doubt about Xenonics
Holdings Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2006.  The auditor pointed to the
company's recurring losses and accumulated deficit.

                     About Xenonics Holdings

Xenonics Holdings Inc. (AMEX: XNN) -- http://www.xenonics.com/--
through its subsidiary, Xenonics Inc., designs, manufactures, and
markets portable illumination products in the United States.  Its
products are used in various applications by the military, law
enforcement, security, search and rescue, and commercial markets.
The company markets its illumination products under the
NightHunter brand name.  The company was founded in 1996 and is
headquartered in Carlsbad, California.


YUKOS OIL: Rosneft Unit Pays for 9.44% Stake Bought via Auction
---------------------------------------------------------------
RN-Razvitiye, an indirect subsidiary of OAO Rosneft Oil,
transferred funds Friday as payment for the assets it acquired
from bankrupt OAO Yukos Oil Co. through a March 27 auction,
various reports say.

As widely reported, RN-Razvitiye outbid TNK-BP Holding Ltd. for
Yukos' 9.44% stake in Rosneft with its RUR197.84 billion offer.
Aside from the stake, the assets sold under the first lot included
12 promissory notes worth RUR3.56 billion in Yuganskneftegaz,
Yukos' former main production unit.  According to RIA Novosti,
Rosneft acquired the lot at 10 percent less than the market price.

                       Creditor Distribution

Yukos bankruptcy receiver Eduard Rebgun said creditor distribution
would start as soon as payments are received from the first or
second auctions and before all the auctions are completed,
Interfax relates.

On April 4, EniNeftegaz, a joint venture of Italian energy firms
Eni S.p.A. (60%) and Enel S.p.A. (40%), won the bid to acquire
Yukos's 20% stake in OAO Gazprom Neft for RUR151.5 billion.  The
second lot, which carried a starting price of RUR144.78 billion,
also included:

   -- a 100% stake in OAO Arcticgaz;
   -- a 100% stake in ZAO Urengoil; and
   -- 19 other Yukos assets.

Nikolai Lashkevich, spokesman for Mr. Rebgun, told Interfax that
EniNeftegaz has fully paid for the acquisition immediately after
the auction.

Under a call option agreement, OAO Gazprom will acquire the 20%
stake in Gazprom Neft and at least 51% of the gas-related assets
of Arcticgas and Urengoil Inc. from EniNeftegaz, Interfax
relates.

Mr. Rebgun has estimated the firm's assets between $25.6 billion
and $26.8 billion, minus a possible liquidation discount of not
more than 30%.  As of Jan. 31, claims against Yukos filed by 68
creditors reached RUR709 billion ($26.8 billion).

Rosneft Oil and Gazprom are seen as the most likely bidders for
the bulk of the nearly 200 Yukos assets up for liquidation,
which Mr. Rebgun aims to sell by August 2007.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for US$27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

                             *********

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.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Nikki Frances S. Fonacier, Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2007.  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 ***