TCR_Public/070418.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 18, 2007, Vol. 11, No. 91

                             Headlines

ADINFINIT BUSINESS: Case Summary & 10 Largest Unsecured Creditors
ALGOMA STEEL: DBRS Assigns Issuer Rating at BB (low)
AMERIPATH INC: Quest Deal Prompts Moody's to Review Ratings
AMTROL INC: Court Sets May 24 Confirmation Hearing on Joint Plan
ARIZANT INC: Good Performance Prompts Moody's to Affirm Ratings

BIOMERICA INC: Earns $121,370 in Third Quarter Ended February 28
BIOTA BRANDS: Case Summary & 17 Largest Unsecured Creditors
BLUE MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
C&A FLOORCOVERINGS: Moody's Rates Proposed $245 Million Loan at B2
CALPINE CORP: Can Contribute $60 million to Otay Mesa Project

CALUMET HOMES: Case Summary & 20 Largest Unsecured Creditors
CAPE SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $25 Million
CENTENNIAL COMMS: Feb. 28 Balance Sheet Upside-Down by $1.09 Bil.
CLEAN POWER: DBRS Holds BB (high) on Issuer Rating
CLEAR CHANNEL: Inks Advertising Pact with Google

COPPERFIELD INVESTMENT: Case Summary & 17 Largest Unsec. Creditors
COTT CORP: S&P Puts B+ Corporate Credit Rating on Developing Watch
CREDIT SUISSE: Moody's Lowers Ratings Class M & N Certificates
CUTTING EDGE: Case Summary & 20 Largest Unsecured Creditors
CVS CORP: Gets Sued for Exposing Hundreds of Customer Records

DILLARD INC: Debt Reduction Prompts Fitch's Ratings Upgrade
DUANE READE: Planned Acquisition Prompts Moody's to Hold Ratings
EDDIE BAUER: BDO Seidman Removes Going Concern Doubt Opinion
EDUCATE SERVICES: Moody's Rates $185 Million Loans at (P)Ba2
EMBARCADERO AIRCRAFT: S&P Puts Two Notes Ratings' on CreditWatch

FERTINITRO FINANCE: Moody's Holds B3 Rating on $250 Million Notes
FIRST CONSUMERS: Moody's Withdraws B2 Rating on Class C Notes
FOAMEX INT'L: John Johnson Returns as Chief Executive Officer
GATEHOUSE MEDIA: Inks Bridge Credit Agreement with Wachovia
GE COMMERCIAL: S&P Rates $15 Million Class Q Certificates at B-

GENERAL MOTORS: Q1 Sales Up in Latin America, Africa & Middle East
GENESIS TECH: Posts $675,282 Net Loss in Quarter Ended December 31
GOLF TRUST: Inks $1.2 Million Non-Revolving Loan with Patriot Bank
GRANITE BROADCASTING: Files Modified Amended Chapter 11 Plan
GRANITE BROADCASTING: Equity Holders Offer to Infuse $200 Million

HALCYON LOAN: S&P $15.5 Million Rates Class D Notes at BB
HANCOCK FABRICS: Hires Morris Nichols as Bankruptcy Counsel
HANCOCK FABRICS: Court Approves Donlin Recano as Claims Agent
HIGHGATE LTC: Case Summary & 21 Largest Unsecured Creditors
IMPERIAL PETROLEUM: Completes New $15.4 Million Credit Facility

INNOPHOS HOLDINGS: Moody's Rates New $66 Million Sr. Notes at B3
ISAAC BIRMINGHAM: Voluntary Chapter 11 Case Summary
JACOBS FINANCIAL: Feb. 28 Balance Sheet Upside-Down by $7 Million
JONG LEE: Case Summary & 13 Largest Unsecured Creditors
LIFECARE HOLDINGS: Posts $40.8 Mil. Net Loss in Full Year 2006

MAJESTIC STAR: Dec. 31 Balance Sheet Upside-Down by 139.6 Million
MATRITECH: Postpones Notes Principal & Interest Payments to May 13
MEDWAVE INC: Posts $1.2 Million Net Loss in Quarter Ended Dec. 31
ML-CFC COMMERCIAL: Moody's Puts Low-B Ratings on Six Certificates
MODAVOX INC: Earns $216,699 in Third Quarter Ended November 30

MUZAK HOLDINGS: Plans to Merge with DMX
MUZAK HOLDINGS: DMX Merger Cues S&P's Positive CreditWatch
NETWORK SOLUTIONS: S&P Revises Recovery Rating on Upsized Loan
NEW CENTURY: Taps O'Melveny & Myers as General Bankruptcy Counsel
NEW CENTURY: Selects Richards Layton as Local Counsel

NEWCOMM WIRELESS: Exclusive Plan-Filing Period Extended to Aug. 27
NEXTCARD CREDIT: Failure to Pay Balance Cues S&P's 'D' Ratings
NORTH AMERICAN: DIP Financing Maturity Date Extended to January 8
NORTH AMERICAN: Court Extends Plan Solicitation Period to June 30
PACIFIC LUMBER: Section 341(a) Meeting Scheduled on May 2

PANTRY INC: Daniel Kelly Resigns as Finance VP and CFO
PENINSULA GAMING: Dec. 31 Balance Sheet Upside-Down by $56.5 Mil.
PLEASANT CARE: Wants Court Approval on Joseph Tutera as COO
PORTOLA PACKAGING: Feb. 28 Balance Sheet Upside-Down by $91.4 Mil.
POWER EFFICIENCY: Sobel & Co. Expresses Going Concern Doubt

PTS INC: Lynda Keeton Expresses Going Concern Doubt
PW LLC: Chapter 11 Trustee Gets Court Nod to Sell Assets
PW LLC: Court Sets June 29 as General Claims Bar Date
QUEST DIAGNOSTICS: AmeriPath Purchase Cues Moody's Ratings Review
REMY INT'L: Interest Non-Payment Cues Moody's to Junk Ratings

ROO GROUP: Moore Stephens Raises Going Concern Doubt
SAMARITAN ALLIANCE: Case Summary & 43 Largest Unsecured Creditors
SANDY ENGINEERING: Voluntary Chapter 11 Case Summary
SASKATCHEWAN WHEAT: Revised Agricore Bid Cues S&P's Positive Watch
SEA CONTAINERS: Services' Panel Hires Kroll as Financial Advisor

SEA CONTAINERS: Services' Panel Hires Willkie Farr as Counsel
SITESTAR CORP: Bagell Josephs Reports Going Concern Doubt
SONICBLUE INC: Court Okays Dennis Connolly as Chapter 11 Trustee
SPECTRUM BRANDS: 8-1/2% Senior Notes Exchange Offer Expires
TELESOURCE INT'L: Dec. 31 Balance Sheet Upside-Down by $5.8 Mil.

TEXAS WYOMING: Case Summary & 20 Largest Unsecured Creditors
TOWNSEND CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
TREY FARMS: Voluntary Chapter 11 Case Summary
TWIN PINES: Auction Sale of All Assets Scheduled on April 26
U.S. ENERGY: Nears Chap. 11 Exit as Court Okays Pact with ICC

UTIX GROUP: Posts $1.8 Million Net Loss in Quarter Ended Dec. 31
VANTAGEMED CORP: Dec. 31 Balance Sheet Upside-Down by $3.5 Million
VASOMEDICAL INC: Posts $510,256 Net Loss in Quarter Ended Feb. 28
VERIDIEN CORP: Malone & Bailey Expresses Going Concern Doubt
VI-JON INC: Moody's Rates New $210 Million Senior Loan at B2

VIASYSTEMS INC: Earns $202.4 Million in Year Ended December 31
VOLT INFORMATION: Earns $727,000 in Quarter Ended January 28

* Antitrust Practitioner Charles Rule Joins Cadwalader Wickersham

* Upcoming Meetings, Conferences and Seminars

                             *********

ADINFINIT BUSINESS: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Adinfinit Business Solutions, LLC
        aka P2C Interactive, LLC
        aka Ad Hoc The Legal
        aka Pathwinner.com
        aka Spratling & Company
        aka Pathwinner, Inc.
        aka ABS Management Consultants
        aka Adinfinitum
        5262 South Staples, Suite 300
        Corpus Christi, TX 78911

Bankruptcy Case No.: 07-20213

Chapter 11 Petition Date: April 16, 2007

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Wayne Kitchens, Esq.
                  Hughes Watters & Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, TX 77002
                  Tel: (713) 759-0818
                  Fax: (713) 759-6834

Total Assets:   $329,767

Total Debts:  $2,778,350

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $592,052
c/o Sandra Miklos
1919 Smith
Houston, TX 77002

IPG Services Corp.                         $500,506
c/o Roger Fridholm
900 Wilshire Drive, Suite 900
Troy, MI 40804

Fuller West Loop LLC                       $283,585
c/o W. Stewart Smith
2425 West Loop South, Suite 300
Houston, TX 770027

Bank of Houston                            $275,000
750 Bering Drive, Suite 100
Houston, TX 77057

American Express Travel                    $269,884
Related Services
Jaffe & Asher, LLP
c/o Lawrence Nessenson
600 Third Avenue
New York, NY 10016

Internal Revenue Service                   $239,457

Roger Fridholm, Trustee                    $237,230

Texas Workforce Commission                 $147,309

Wells Fargo Auto Finance, Inc.             $135,231

Allen H. Crosswell                          $93,098


ALGOMA STEEL: DBRS Assigns Issuer Rating at BB (low)
----------------------------------------------------
Dominion Bond Rating Service has placed the BB (low) rating of
Algoma Steel Inc.'s Issuer Rating. Under Review with Developing
Implications after the announcement that Essar Steel Holdings
Limited and Algoma have signed a definitive agreement providing
for the acquisition of all outstanding shares of the Company for
$56 per share ($1.85 billion).

Algoma currently does not have public debt outstanding, and
expects the acquisition to close in June 2007.  In the event that
the acquisition is completed and Algoma does not plan to issue new
debt, DBRS would likely discontinue the rating.

Algoma has been widely speculated to be a takeover candidate, and
DBRS does not view the announcement as entirely unexpected.  The
bid is modestly above the company's April 13 closing price, but a
substantial premium to its 20-day average trading price prior to
the disclosure by Algoma in February 2007 that it had been engaged
in merger discussions.

Algoma's board of directors has unanimously approved the takeover
bid, which is subject to shareholder and regulatory approvals.  
The company would be required to pay Essar, which is wholly owned
by Essar Global Limited, a break fee of approximately $56 million
in the event that the acquisition is not completed.

Essar Global Limited is an international conglomerate
operating in six business areas -- steel, oil and gas, power,
communications, shipping and logistics, and construction -- and
employs approximately 20,000 people.  Essar Steel Holdings Limited
operates an integrated steel plant in India with an annual
capacity of 4.6 million tonnes, which includes a cold rolling
plant, plate mill and downstream processing capabilities.


AMERIPATH INC: Quest Deal Prompts Moody's to Review Ratings
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Quest Diagnostics
Incorporated under review for possible downgrade (Baa2 senior
unsecured debt rating).  This rating action follows the recent
announcement that Quest has signed a definitive agreement to
acquire AmeriPath in an all cash transaction valued at
approximately $2 billion, including the assumption of
approximately $770 million in AmeriPath debt (B2 Corporate Family
Rating).

Concurrently, Moody's placed the ratings of AmeriPath under review
for possible upgrade.  Moody's expects the deal to close by the
end of the second quarter of 2007 and is subject to shareholder
and regulatory approval.

Moody's estimates that Quest is paying over two times projected
2008 annual revenue and over 10 times projected 2008 annual
EBITDA, including synergies, for AmeriPath.  Moody's assumes that
Quest will issue a new $1 billion bridge loan in addition to a new
five-year $1.5 billion term loan.  The proceeds will be used to
finance the cash payment being made to AmeriPath's shareholders
and to refinance the debt incurred with Quest's acquisition of
HemoCue, completed in February 2007.  Moody's understands that
Quest will also refinance AmeriPath's outstanding debt with the
transaction expected to close in the second quarter of 2007.

Moody's believes that Quest's ratings could be downgraded, if at
all, by as much as two notches.  The major factor in determining
the outcome of the rating review will be an assessment of Quest's
ability and willingness to repay debt and reduce leverage in the
next two years.

Moody's will also assess:

    (1) the degree and extent that the company curtails the use of
        its free cash flow to purchase its shares;

    (2) the structure and terms of both existing and proposed
        debt, including potential guarantees and security features
        to assess whether there will be any notching difference
        between the different tranches of debt; and

    (3) the effect of greater pricing pressure and contract
        turnover with several key managed care contracts,
        including the United Health contract, which had accounted
        for about 7% of Quest's 2006 revenues.

Despite the high valuation and increase in leverage, Moody's
anticipates that the acquisition will provide several benefits.

First, the combined company will establish a leading position in
cancer diagnostics with a focus on dermapathology, anatomic
pathology and molecular diagnostics, three of the fastest growing
areas in diagnostics testing.

Second, Ameripath's Specialty Laboratories segment will strengthen
the hospital and esoteric testing business of Quest.

Third, the acquisition will accelerate Quest's revenue and
earnings growth, beginning in 2008.

Lastly, Moody's anticipates that Quest will seek to improve the
profitability and internal growth rate of AmeriPath through cost
synergies, leveraging Quest's sales resources, distribution and
infrastructure and the benefits of an expanded testing portfolio.

Ratings placed on review for possible downgrade:

Quest Diagnostics Incorporated:

  * Senior Unsecured Notes, rated Baa2
  * Senior Credit Facility, rated Baa2
  * Senior Unsecured Shelf rating, (P) Baa2
  * Subordinate Shelf rating, (P) Baa3
  * Preferred Shelf rating, (P) Bal

Ratings placed on review for possible upgrade:

Ameripath, Inc:.

  * Senior Secured Revolving Credit Facility, rated Ba2, LGD2, 13%
  * Senior Secured Term Loan B, rated Ba2, LGD2, 13%
  * Corporate Family Rating, B2
  * Probability of Default Rating, B2
  * Senior Subordinated Notes, rated B3, LGD4, 62%

AmeriPath Intermediate Holdings, Inc.:

  * Floating Rate PIK Toggle Notes, rated Caa1, LGD5, 88%

Since the exact terms and structure of the planned debt financing
have not yet been finalized, Moody's notes that the individual
debt ratings will be determined at the conclusion of this review
and will depend on securities and guarantees in determining how
each tranche of debt will be rated.  If AmeriPath's debt is paid
at or about the time of the closing of the acquisition, Moody's
anticipates confirming its ratings and withdrawing them.

Quest Diagnostics Incorporated, headquartered in Teterboro, New
Jersey, is the largest clinical laboratory testing business in the
United States, providing a broad range of routine and esoteric
services to the medical profession.  Revenues were just under
$6.3 billion in 2006.

AmeriPath is a leading national provider of physician based
anatomic pathology, dermapathology and molecular diagnostics
services to physicians, hospitals, national clinical laboratories
and surgery centers.  For 2006, AmeriPath reported revenues of
$752 million.


AMTROL INC: Court Sets May 24 Confirmation Hearing on Joint Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the disclosure statement describing the plan of
reorganization co-proposed by AMTROL Inc. and the Official
Committee of Unsecured Creditors, Bankruptcy Data said on its Web
site Tuesday.

The Court is scheduled to consider confirmation of the Joint Plan
on May 24, 2007, the source said.

As reported in the Troubled Company Reporter on Mar. 8, 2007,
AMTROL anticipates that the requisite number and amount of
its Senior Subordinated Notes will vote in favor of the Plan and,
pursuant to the Plan, the Notes will be exchanged for
substantially all of the equity in the reorganized company,
thereby reducing the company's debt by approximately 40% and
greatly improving its long-term financial stability.  The Plan
provides for all pre-filing trade liabilities to be paid in full.

The company's domestic operations are being financed under Chapter
11 with a $115 million debtor-in-possession facility provided by
Barclays Capital, the investment banking division of Barclays Bank
PLC.  The company has received a number of commitments to repay
the DIP facility with long-term, low-cost financing as it
completes the reorganization.  The company anticipates that the
reorganization will result in a reduction in total annual interest
cost of more than 50%.

AMTROL has continued to operate in the normal course of business
and has experienced no disruptions during the Chapter 11
reorganization process.  All of the company's manufacturing and
distribution facilities remain open and are continuing to serve
customers.  The company also continues to honor all commitments to
its customers, including warranties and the payment of sales
rebates, pay all wages and benefits to employees and independent
sales representatives and pay suppliers for goods and services
provided under Chapter 11, all in the normal course.  The
company's foreign operations are not involved in the
reorganization.

The company expects to complete the reorganization and emerge from
Chapter 11 in the second quarter of this year.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtor's financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.  
Amtrol and its debtor affiliates recently obtained Court
permission to employ Huron Consulting Services LLC to provide
fresh start reporting and valuation services.


ARIZANT INC: Good Performance Prompts Moody's to Affirm Ratings
---------------------------------------------------------------
Moody's affirmed the ratings and stable outlook of Arizant Inc.
reflecting the company's continued positive performance and
organic revenue growth following the 2004 acquisition of the
company by Citigroup Venture Capital Equity Partners LP.

These ratings have been affirmed.

    * Corporate Family Rating, B2

    * Senior secured revolving credit facility due 2009, B2, LGD3,
      35%

    * Senior secured term loan due 2010, B2, LGD3, 35%

    * Probability of Default Rating, B3

The ratings are constrained by the small scale and limited
diversity of the company, which Moody's views as the most
significant credit risk to the company.  The ratings are also
constrained by the relatively large amount of debt and associated
interest expense, which results in relatively weak adjusted debt
to revenue and weak EBIT coverage of interest metrics.

The ratings are supported by the company's strong profitability
margins, stable operating cash flows, modest working capital needs
and low capital expenditure requirements, all of which lead to
relatively strong cash flow coverage of debt metrics.  Further,
the ratings are supported by the company's strong competitive
positions within its niche markets.

Arizant Inc., headquartered in Eden Prairie, Minnesota, is the
parent of Arizant Healthcare Inc., an industry-leading maker of
surgical patient temperature management systems.  The company
designs, manufactures and markets medical devices that provide
solutions to common medical problems, such as perioperative
hypothermia, the abnormally low body temperature associated with
surgery.  Moody's estimates that the company generated revenues of
approximately $120 million for the twelve months ended December
31, 2006.


BIOMERICA INC: Earns $121,370 in Third Quarter Ended February 28
----------------------------------------------------------------
Biomerica Inc. reported net income of $121,370 for the third
quarter ended Feb. 28, 2007, compared with net income of $29,615
for the third quarter ended Feb. 28, 2006.

For the three months ended Feb. 28, 2007, sales increased
$313,539, or 31.4%, to $1,311,609, from sales of $998,070 for the
three months ended Feb. 28, 2006, due to higher sales to foreign
distributors, as well as increased sales of certain product lines.

Cost of goods sold as a percentage of sales decreased from 65.1%
to 63.8%.  This decrease was primarily due to the higher sales
volume relative to some fixed costs.

Selling, general and administrative expenses increased by $35,513
for the quarter ended Feb. 28, 2007.  The increase was
attributable to increased wages and advertising.

For the three months ended Feb. 28, 2007 research and development
expenses increased by $32,467 primarily due to materials and
personnel required for new research projects.

Other income increased by $39,275, which was due to the one time
sale of equipment which had been purchased in fiscal 2007.

At Feb. 28, 2007, the company's balance sheet showed $2,806,736 in
total assets, $1,452,023 in total liabilities, and $1,354,713 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?1d48

                       Going Concern Doubt

PKF in San Diego, California, expressed substantial doubt about
Biomerica Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2006.  The auditing firm pointed to the
company's net losses and negative cash flows from operations.

                           *     *     *
      
Biomerica Inc. (OTCBB: BMRA) -- http://www.biomerica.com/-- is a   
global medical technology company, based in Newport Beach, Calif.  
The company's diagnostics division manufactures and markets
advanced diagnostic products used at home, in hospitals, and in
physicians' offices for the early detection of medical conditions
and diseases.


BIOTA BRANDS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BIOTA Brands of America, Inc.
        P.O. Box 2812
        Telluride, CO 81435

Bankruptcy Case No.: 07-13730

Type of Business: The Debtor provides biodegradable plastic-
                  bottled water.  See http://biotaspringwater.com/

Chapter 11 Petition Date: April 17, 2007

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Duncan E. Barber, Esq.
                  4582 South Ulster Street Parkway, Suite 1650
                  Denver, CO 80237
                  Tel: (720) 488-0220
                  Fax: (720) 488-7711

Total Assets: $5,356,153

Total Debts:  $10,587,429

Debtor's  Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Container Handling      trade debt            $427,834
Systems, Inc.
Attention: Jeff Van Hoose
1610 12th Street
East Palmetto, FL 34221
c/o American Container Handling
Systems, Inc.
Attention: Jeff Van Hoose
1610 12th Street
East Palmetto, FL 34221

Frank Marshall                   promissory note       $250,000
c/o Jerry Kosberg, Esq.
Kindel & Kosberg
16055 Ventura Boulevard,
Suite 535
Encino, CA 91436-2601
c/o Frank Marshall
c/o Jerry Kosberg, Esq.
Kindel & Kosberg
16055 Ventura Boulevard,
Suite 535
Encino, CA 91436-2601

Tueller & Associates, P.C.       services              $137,522
Attention: Doug Tueller
P.O. Box 3153
Telluride, CO 81435-3153
c/o Tueller & Associates, P.C.
Attention: Doug Tueller
P.O. Box 3153
Telluride, CO 81435-3153

Ouray County Clerk &                                   $131,600
Recorder

Bernie Roland                    loan                   $75,000

Vitro Packaging                  trade debt             $72,203

Spear, Inc.                      trade debt             $63,028

Arnie Peltz                      loan                   $50,000

C.H. Robinson Co., Inc.          trade debt             $48,715

Colorado Department of           tax                    $37,998
Revenue

Advanced Manufacturing           trade debt             $35,378
Technology

Ouray County Treasurer                                  $32,717

Packaging Credit Company         promissory note        $30,500
Co., L.L.C.

City of Ouray                    utilities              $26,310

Packaging Corporation of         trade debt             $21,208
America

Organicworks Marketing, L.L.C.   accounting services    $18,736

Dalby, Wendland & Co., P.C.      accounting             $17,301
                                 services

All-Stick Label, Ltd.            trade debt             $15,385

Whiteman& Associates,            services               $15,379
P.L.L.C.

Command Transportation, L.L.C.   trade debt             $14,065


BLUE MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Blue Mountain Mushroom Company, Inc.
        670 Clauss Road
        Lenhartsville, PA 19534

Bankruptcy Case No.: 07-20627

Type of Business: The Debtor filed for Chapter 11 protection on
                  April 26, 2000 (Bankr. E.D. Pa. Case No.
                  00-21612).

Chapter 11 Petition Date: April 16, 2007

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Dexter K. Case, Esq.
                  Case, DiGiamberardino & Lutz, P.C.
                  845 North Park Road, Suite 101
                  Wyomissing, PA 19610
                  Tel: (610) 372-9900
                  Fax: (610) 372-5469

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
   ------                          ---------------   ------------
Met Ed/First Energy                Trade Debt            $374,572
Remittance Processing
P.O. Box 3687
Akron, OH 44309-3687

Pennsylvania Department of         Tax                   $212,702
Revenue - Bureau of Compliance
Department 280948
Harrisburg, PA 17128-0946

Vernon Thompson                    Trade Debt            $147,748
P.O. Box 79
DePauville, NY 13632

Berks County Tax Claim Bureau      2007 Tax               $55,580

Bernville Quality Fuels, Inc.      Trade Debt             $53,689

Sylvan America Inc.                Trade Debt             $44,041

Jack Welnhoffer                    Trade Debt             $22,200

Pipeline Petroleum                 Trade Debt             $21,651

Monterey Mushrooms Inc.            Trade Debt             $17,069

Nationwide Insurance               Trade Debt             $16,734

Paul Choquette                     Trade Debt             $15,151

Con Agra Inc.                      Trade Debt             $15,142

Cardile Brothers Mushroom          Trade Debt             $14,943

Specialty Packaging                Trade Debt             $14,710

Transport G Gournoyer              Trade Debt             $14,698

Mi-llon Sales Associates           Trade Debt             $13,329

AIMCO                              Trade Debt             $12,957

Mushroom Central                   Trade Debt             $12,495

Beckie Reinhart                    Taxes                  $12,143

Bingaman Hess                      Legal Services         $11,810


C&A FLOORCOVERINGS: Moody's Rates Proposed $245 Million Loan at B2
------------------------------------------------------------------
Moody's Investors Service changed the outlook of Collins & Aikman
Floorcoverings, Inc. to stable from negative and assigned B2 to
the company's proposed $245 million senior secured term loan B due
2014.

Concurrently, Moody's affirmed the company's B2 Corporate Family
Rating.  The proceeds will be used to refinance the company's
existing $165 million of 9-3/4% senior subordinated notes due
2010, repay a portion of the company's asset-based revolver,
finance a dividend to shareholders, and pay fees and expenses
associated with the transaction.

The change in the outlook to stable from negative was driven by
the company's recovery from a substantial decline in profitability
in 2005 following operational problems in consolidating broadloom
manufacturing in Canada.  The ratings are constrained by high
leverage, with adjusted debt to 2006 EBITDA of about 5.2 times,
the company's size relative to competitors, a competitive
environment in the specified institutional carpet market and
cyclicality of the market for floorcoverings overall.  The company
is highly seasonal with the bulk of activity taking place in the
second and third quarters.  The ratings benefit from Moody's
expectation of solid interest coverage and free cash flow
generation for the rating category.  The ratings are further
supported by diversification across attractive segments of the
specified commercial carpet segment, low customer concentration
and the company's recent record in passing on raw material price
increases to customers.

The stable ratings outlook reflects Moody's expectations of good
liquidity, indications that the industry as a whole has been able
to pass on fluctuations in the price of raw materials and
continuing strength across principal market segments.

Sustainable leverage with adjusted debt to EBITDA below 4.5 times,
combined with sustainable adjusted free cash flow to debt in
excess of 5% of debt could lead to an upgrade.

Substantial volume declines (e.g., as a result of a slowdown in
construction activity or a slowdown in economic activity) which
lead to weak or negative free cash flows, debt-financed
acquisitions or additional indebtedness, could put negative
pressure on the ratings.

Moody's took these rating actions:

    * Assigned a B2 (LGD 4, 56%) to the proposed $245 million
      senior secured term loan B due 2012;

    * Affirmed the B3 (LG4, 69%) rating on $175 million issue of
      9.75% guaranteed senior subordinated notes due 2010, subject
      to withdrawal upon completion of the proposed refinancing;

    * Withdrew the Ba2 (LGD2, 14%) rating on the remaining
      $31 million of the prior term loan, which was repaid in
      January 2007;

    * Affirmed the B2 Probability of Default Rating;

    * Affirmed the B2 Corporate Family Rating.

The outlook for the ratings was changed to stable from negative.

Collins & Aikman Floorcoverings, Inc., based in Dalton, Georgia,
is a leading manufacturer of vinyl-backed floorcovering products,
including six-foot roll carpet, modular carpet tile and high-style
broadloom carpets.  The company designs, manufactures and markets
under the C&A Floorcoverings, Monterey and Crossley brands to a
wide variety of commercial end users, including corporate offices,
education, healthcare facilities, government facilities and retail
stores.  About 35% of the company is owned by Oaktree Capital
Management, LLC, through the OCM Principal Opportunities Fund II,
L.P. and about 28% is owned by BancAmerica Capital Investors II,
L.P.  The company is privately held by Tandus Group Inc. and had
revenues of $354 million in fiscal 2006.


CALPINE CORP: Can Contribute $60 million to Otay Mesa Project
-------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorizes Calpine Corporation
to contribute $60,000,000 to the Otay Mesa Project.

The Court also authorizes the Debtors to transfer additional
equipment and two contracts to non-debtor Otay Mesa Energy Center,
LLP:

   Counterparty           Contract                   Cure Amount
   ------------           --------                   -----------
   Nooter/Eriksen, Inc.   Purchase Contract for          $66,674
                          Heat Recovery Steam
                          Generators & Accessories

   ABB, Inc.              Purchase Contract for                0
                          Combustion Turbine
                          Generator Step-Up
                          Transformers & Accessories

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to file chapter 11  
plan of reorganization expires on June 20, 2007.  (Calpine  
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,  
Inc., http://bankrupt.com/newsstand/or 215/945-7000).    

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CALUMET HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Calumet Homes, L.L.C.
        P.O. Box 725
        Union, KY 41091

Bankruptcy Case No.: 07-20539

Type of Business: The Debtor is a home builder that offers a full
                  line of customizable plans, as well as performs
                  full custom construction to a client's plans and
                  specifications.  See
                  http://www.calumethomes.com/

Chapter 11 Petition Date: April 16, 2007

Court: Eastern District of Kentucky (Covington)

Judge: William S. Howard

Debtor's Counsel: Stuart P. Brown, Esq.
                  O'Hara Ruberg Taylor Sloan & Sergent
                  25 Crestview Hills Mall Road, Suite 201
                  P.O. Box 17411
                  Crestview Hills, KY 41017
                  Tel: (859) 331-2000
                  Fax: (859) 578-3365

Total Assets: $5,880,706

Total Debts:  $5,630,735

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Doug Robertson Plumbing, Inc.    builder supplier/      $82,440
P.O. Box 413                     servicer
Crittenden, KY 41030

Norandex                         builder supplier       $75,664
1390 Donaldson Highway,
Suite A
Erlanger, KY 41018

Star Building Materials, Inc.    builder supplier       $67,624
8319 Dixie Highway
Florence, KY 41042

Les Jacobs                       builder servicer       $65,000

Nu-Way Dry Wall                  (TC 191) Troopers      $56,100
                                 Crossing: 10414
                                 Sharpsburg Drive,
                                 Independence, KY
                                 41051 (3 bedroom,
                                 2.5 bathroom
                                 completed); value
                                 of security:
                                 $153,900; value of
                                 senior lien:
                                 $122,518

Moore's Home Improvement         builder supplier       $55,405
Center

Builders First Source            builder supplier       $54,805

84 Lumber Company                building supplier      $54,222

Haggard Concrete                 builder servicer       $47,099

Rite Rug Flooring Dist.          builder supplier       $41,802

American Express                 credit card debt       $36,615

Dave Rabe Contractors            builder supplier       $34,833

Overhead Door                    builder supplier       $30,351

Jon Thompson                     builder supplier       $22,685

Custom Distributors              builder supplier/      $21,384
                                 servicer

Hagan's Painting, Inc.           builder servicer       $17,998

Robert Dahlenburg Plumbing       builder supplier/      $16,315
                                 servicer

Alliance, Inc.                   building supplier      $15,280

Moellering Industries            builder supplier/      $12,936
                                 servicer

Bray Trucking, Inc.              builder service        $11,437


CAPE SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $25 Million
--------------------------------------------------------------
Cape Systems Group Inc. reported a net loss of $1,007,000 for the
first quarter ended Dec. 31, 2006, compared with a net loss of
$374,000 for the same period a year ago.

Operating revenues decreased $56,000, or 6.2%, from $901,000 to
$845,000 for the quarters ended Dec. 31, 2006, and 2005,
respectively, mainly due to a decline in "packaged software"
revenues as certain "customized" packaging and pallet optimization
projects undertaken for major corporate clients in the fiscal 2006
quarter were not repeated in the fiscal 2007 quarter.

Non-cash beneficial conversion costs increased $570,000 to
$770,000 during the first quarter ended Dec. 31, 2006, from
$200,000 during the first quarter ended Dec. 31, 2005, as a result
of the company issuing an additional $770,000 in convertible
secured notes during the period.

Gain on settlements decreased by $197,000 to $103,000 due to a
reduced ability to settle certain debts and obligations for less
than their book value.

The company realized a tax credit of $511,000, versus a tax credit
of $401,000 in the prior period quarter, by selling New Jersey
State net operating loss carryforwards during the three months
ended Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed $2,348,000 in
total assets and $27,354,000 in total liabilities, resulting in a
$25,006,000 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1,271,00 in total current assets available to pay
$27,354,000 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?1d4a

Headquartered in South Plainfield, N.J., Cape Systems Group
Inc. (OTC BB: CYSG.OB) -- http://www.capesystems.com/ -- is a  
provider of supply chain management technologies, including
enterprise software systems and applications, software integration
solutions, and packaged software.  


CENTENNIAL COMMS: Feb. 28 Balance Sheet Upside-Down by $1.09 Bil.
-----------------------------------------------------------------
Centennial Communications Corp. reported a net loss of
$1.3 million on revenue of $229.1 million for the third quarter
ended Feb. 28, 2007.  This compares with a net loss of
$6.1 million on revenue of $212.7 million for the same period
ended Feb. 28, 2006.

U.S. Wireless Operations revenue was $126.5 million, a 15%
increase from last year's third quarter.  Retail revenue increased
22 percent from the year-ago period primarily driven by an 8%
increase in total retail subscribers, and supported by strong
equipment, feature, data and access revenue.  Roaming revenue
decreased 21% from the year-ago quarter as a result of a 16
percent decline in total roaming traffic.

Puerto Rico Wireless Operations revenue and Broadband revenue was
$102.6 million compared to $102.8 million from last year's third
quarter.

The company ended the quarter with 1,085,500 total wireless
subscribers, which compares to 1,018,000 for the year-ago quarter
and 1,058,700 for the previous quarter ended Nov. 30, 2006.  The
company reported 397,800 total access lines and equivalents at the
end of the fiscal third quarter, which compares to 327,100 for the
year-ago quarter.

The company reported income from continuing operations of $321,000   
for the fiscal third quarter of 2007 as compared to a loss from
continuing operations of $2.7 million in the fiscal third quarter
of 2006.  The fiscal third quarter of 2007 included $1.9 million
of stock-based compensation expense due to the company's adoption
of SFAS 123R.  

Consolidated operating income for the fiscal third quarter was
$50.4 million, as compared to $33.8 million for the prior-year
quarter.  Consolidated operating income for the fiscal third
quarter included a $5.4 million charge for an adjustment to
Universal Service Fund revenue in Puerto Rico related to calendar
year 2004.

"Our U.S. wireless business continues to grow retail revenue and
cash flow at an impressive pace, once again illustrating that our
local market strategy wins with a quality footprint, strong retail
distribution presence and clear brand message," said Michael J.
Small, Centennial's chief executive officer.  "Momentum in our
U.S. wireless business is very strong."

Small continued, "In Puerto Rico, we revitalized our wireless
business with a successful unlimited offering and now see evidence
of renewed customer growth, improving customer retention and
stable average revenue per user.  With these key operating metrics
moving in the right direction, our focus will turn to steady cash
flow growth."

On Feb. 5, 2007, the company amended its senior secured credit
facility, lowering the interest rate on term loan borrowings by 25
basis points through a reduction in the LIBOR spread from 2.25
percent to 2.00 percent.  As of Feb. 28, 2007, Centennial had
$550 million of term loan borrowings under its senior secured
credit facility.

At Feb. 28, 2007, the company's balance sheet showed
$1,393 million in total assets, $2,482.8 million in total
liabilities, and $3.9 million in minority interest in
subsidiaries, resulting in a $1,093.7 million total stockholders'
deficit.

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?1d2b  

                 About Centennial Communications

Headquartered in Wall, N.J., Centennial Communications Corp.
(NASDAQ: CYCL) -- http://www.centennialwireless.com/-- provides  
regional wireless and integrated communications services in the
United States and Puerto Rico with approximately 1.1 million
wireless subscribers and 397,800 access lines and equivalents.  
The U.S. business owns and operates wireless networks in the
Midwest and Southeast covering parts of six states.  Centennial's
Puerto Rico business owns and operates wireless networks in Puerto
Rico and the U.S. Virgin Islands and provides facilities-based
integrated voice, data and Internet solutions.  Welsh, Carson,
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial.


CLEAN POWER: DBRS Holds BB (high) on Issuer Rating
--------------------------------------------------
Dominion Bond Rating Service is maintaining both the Issuer
Rating at BB (high) and Income Fund rating of Clean Power Income
Fund STA-3 (low), under Review with Developing Implications, after
its announcement that Macquarie Power & Infrastructure Income Fund
has submitted to the Board of Trustees of Clean Power Operating
Trust a proposal to acquire all of the outstanding units of Clean
Power.

MPI's bid for the units of Clean Power competes with an earlier
offer by Algonquin Power Income Fund announced on Feb. 26, 2007,
to acquire all of the outstanding units of Clean Power.

MPI's offer represents consideration of up to $6.39 per unit,
comprised of:

   1) 0.5581 trust units of MPI for each unit of Clean Power; and

   2) a contingency value receipt, which, under certain
      conditions, would entitle the holder to a cash payment of
      up to approximately $0.19 per Clean Power unit.

Algonquin does have the right, until April 18, 2007, to match any
competing offers. In the event Algonquin does not exercise this
right, it is entitled to a fee of $1.75 million and reimbursement
of expenses to a maximum of $850,000.

MPI's offer is conditional upon, among other things, Clean Power
accepting MPI's support agreement on or before April 19, 2007,
following a termination of Clean Power's support agreement with
Algonquin.  Clean Power will, under certain circumstances, pay
MPI a break fee of $7 million and reimburse MPI's expenses to a
maximum of $1.5 million.

Unlike the Algonquin offer, the contingency value receipt under
the MPI offer does not include any amount in respect of Erie
Shores Wind Farm qualifying for the Wind Power Production
Incentive.  Also, MPI has indicated that it is not currently
contemplating making an offer for Clean Power's outstanding 6.75%
convertible debentures.  However MPI is contemplating a
transaction under which the convertible debentures would become
obligations of MPI.

DBRS is maintaining Clean Power's ratings at Under Review with
Developing Implications, pending the resolution of the two
competing bids with the expectation that if either acquisition
proceeds, the Issuer Rating and Income Fund rating would both be
discontinued.  In the event neither transactions close, the Under
Review with Developing Implications status would be re-assessed at
that time, with the outcome dependent upon Clean Power's views on
their strategic review, as well as the ultimate impact of the
anticipated federal tax-related legislation regarding income
trusts.


CLEAR CHANNEL: Inks Advertising Pact with Google
------------------------------------------------
Clear Channel Communications Inc.'s affiliate, Clear Channel
Radio, and Google Inc., have agreed to sell a guaranteed portion
of 30-second advertising inventory available up to 675 of Clear
Channel's AM/FM stations.  Specific financial terms are not being
disclosed.

"This is a true win-win," said John Hogan, Chief Executive Officer
of Clear Channel Radio.  "Clear Channel Radio gets access to an
entirely new group of advertisers within a new and complementary
sales channel, and Google adds another option for its existing
customers.  Google has proven its ability to gain premiums for
advertising inventory and that fits perfectly into our broader
strategy of building value for advertisers while increasing our
overall revenue yield.  We're committed to working with the best-
in-class and Google has a real economic incentive to produce
meaningfully higher CPMs."

Under the agreement, Google Audio Ads advertisers will enable
to reach specific audiences, at specific times, in targeted
geographies.  For Clear Channel, the agreement opens up an more
sales channel and provides supplemental revenue by making its
inventory available to other advertisers.

"Clear Channel is the market leader in delivering radio value to
consumers and advertisers and has built an innovative platform to
manage its on-air ad inventory," said Eric Schmidt, Chief
Executive Officer of Google.  "We look forward to working with
Clear Channel Radio by providing a unique set of advertisers and a
system that will increase the effectiveness and measurability of
connecting advertisers with radio listeners."

This agreement complements an existing online advertising
partnership in which Google provides text ads to Clear Channel's
radio-station Web sites through the company's Online Music & Radio
Unit.

                     About Clear Channel Radio

Clear Channel Radio -- http://www.clearchannel.com/-- is a radio  
company.  It is a division of Clear Channel Communications Inc.

                 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.


COPPERFIELD INVESTMENT: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Copperfield Investment, L.L.C.
        2 Jericho Plaza
        Jericho, NY 11753

Bankruptcy Case No.: 07-71327

Chapter 11 Petition Date: April 17, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Roy J. Lester, Esq.
                  Lester & Associates, P.C.
                  600 Old Country Road, Suite 229
                  Garden City, NY 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281

Total Assets: $140,047,500

Total Debts:  $95,000,000

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
FICUS Investments, Inc.          cash advances          unknown
CAY House
Lyford Cay, Bahamas
c/o FICUS Investments, Inc.
CAY House
Lyford Cay, Bahamas

FICUS U.S.A.                     cash advances          unknown
Travistock House
9350 Conroy Windermere Road
Windermere, FL 34786
c/o FICUS U.S.A.
Travistock House
9350 Conroy Windermere Road
Windermere, FL 34786

I.R.S. Insolvency Section        possible taxes         unknown
P.O. Box 21126
Philadelphia, PA 19144
c/o I.R.S. Insolvency Section
P.O. Box 21126
Philadelphia, PA 19144

Lawrence A. Cline                personal loan          unknown
2 Jericho Plaza
Jericho, NY 11753
c/o Lawrence A. Cline
2 Jericho Plaza
Jericho, NY 11753

N.Y.S. Dept. of Tax & Finance    possible taxes         unknown
P.O. Box 5149
Albany, NY 12205
c/o N.Y.S. Dept. of
Tax & Finance
P.O. Box 5149
Albany, NY 12205

Private Capital Group-FL         cash advances          unknown
Travistock House
9350 Conroy Windermere Road
Windermere, FL 34786
c/o Private Capital Group-FL
Travistock House
9350 Conroy Windermere Road
Windermere, FL 34786

Thomas Donovan                   personal loan          unknown
2 Jericho Plaza
Jericho, NY 11753
c/o Thomas Donovan
2 Jericho Plaza
Jericho, NY 11753

Pilot Financial                  trade debt            $400,000
900 Route 111, Suite 265
Hauppauge, NY 11788
c/o Pilot Financial
900 Route 111, Suite 265
Hauppauge, NY 11788

Kurt Butenhoff                   cash advances         $300,000
c/o Bear Stearns
383 Madison Avenue
New York, NY 10179
c/o Kurt Butenhoff
c/o Bear Stearns
383 Madison Avenue
New York, NY 10179

Equity Settlement                title fees            $275,000
444 Route 111
Smithtown, NY 11787
c/o Equity Settlement
444 Route 111
Smithtown, NY 11787

G.D. Van Wagenen, Inc.           forced placed         $225,000
                                 insurance

Chalavoutis & Co.                accounting fees       $135,000

Banque Portfolio Corp.           trade debt            $119,000

Realty Advisory Group            trade debt             $90,000

First REO Corp.                  property               $75,000
                                 inspections

AMEX                             credit card            $43,500

Broker Price Opinion.com         inspections            $19,500


COTT CORP: S&P Puts B+ Corporate Credit Rating on Developing Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and 'B-' subordinated debt ratings on Toronto-
based Cott Corp. on CreditWatch with developing implications.  
Developing implications mean that the ratings could be raised,
lowered, or affirmed, depending on the outcome of Standard &
Poor's review.
     
"The CreditWatch listing follows beverage provider Cott's decision
to explore its possible participation in industry consolidation,"
said Standard & Poor's credit analyst Lori Harris.
     
Although a potential suitor for Cott has not been named, the
company's announcement followed the recent statement by Cadbury
Schweppes PLC (BBB/Watch Dev/A-2) regarding the separation of its
confectionary and Americas Beverages businesses to maximize
shareholder value.  Even though the combination of the two
companies' beverage businesses has been speculated on by outside
parties, there has been no statement on either company's part that
it is in exclusive discussions regarding a possible transaction.
     
Cott's board of directors is in support of these exploratory
discussions and has authorized management to consult with outside
legal and financial advisors in this regard.
     
Should a transaction or strategic plan be announced with Cadbury
Schweppes or any other interested party, Standard & Poor's will
evaluate its impact on Cott's credit quality.


CREDIT SUISSE: Moody's Lowers Ratings Class M & N Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of 15 classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-CND2 and placed four classes on review
for possible downgrade:

    - Class A-1, $388,128,920 Floating, affirmed at Aaa
    - Class A-1S, $41,198,519, Floating, affirmed at Aaa
    - Class A-1J, $40,000,000, Floating, affirmed at Aaa
    - Class A-2, $386,000,000, Floating, affirmed at Aaa
    - Class A-X-1, Notional, affirmed at Aaa
    - Class A-X-2, Notional, affirmed at Aaa
    - Class A-X-3, Notional, affirmed at Aaa
    - Class A-X-4, Notional, affirmed at Aaa
    - Class A-Y, Notional, affirmed at Aaa
    - Class B, $64,000,000, Floating, affirmed at Aaa
    - Class C, $63,000,000, Floating, affirmed at Aaa
    - Class D, $39,000,000, Floating, affirmed at Aa1
    - Class E, $36,000,000, Floating, affirmed at Aa2
    - Class F, $35,000,000, Floating, affirmed at Aa3
    - Class G, $37,000,000, Floating, affirmed at A1

    - Class H, $33,000,000, Floating, currently rated A2; on
      review for possible downgrade

    - Class J, $36,000,000, Floating, currently rated A3; on
      review for possible downgrade

    - Class K, $32,000,000, Floating, currently rated Baa2; on
      review for possible downgrade

    - Class L, $32,000,000, Floating, currently rated Baa3; on
      review for possible downgrade

    - Class M, $23,000,000, Floating, downgraded to B1 from Ba1
    - Class N, $18,835,048, Floating, downgraded to B3 from Ba3

The Certificates are collateralized by 10 senior participation
interests secured by 12 properties.  The loans range in size from
1.2% to 34.5% of the pool based on current principal balances.  As
of the March 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 34.5%
to $1.30 billion from $1.99 billion at securitization as the
result of the payoff of nine loans and partial property releases
associated with six loans.

The pool contains transitional assets that are undergoing
conversion for sale as residential condominiums.  Moody's is
downgrading Classes M and N and placing Classes H, J, K and L on
review for possible downgrade due to challenging market conditions
in the south Florida condominium market and performance issues
concerning the Prestige Portfolio and Mizner Court at Broken Sound
Loans.

The Prestige Portfolio Loan ($52.8 million -- 5.3%) is secured by
two garden apartment complexes (488 units) located in Delray
Beach, Florida.  Although three of the original five properties
were sold and released from the mortgage lien, the two remaining
properties have had no condominium sales and are being operated as
rentals.

The Mizner Court at Broken Sound Loan ($57.3 million -- 4.4%) is
secured by a 450 apartment units located in Boca Raton, Florida.  
There have been no condominium sales and the borrower is operating
the complex as a rental property.

There are also issues concerning the Manhattan House (34.5%),
River Terrace (14.5%) and Hotel Gansevoort/Paradiso Residences
(16.1%) loans.  The Manhattan House Loan is secured by a 583-unit
apartment building on New York City's Upper East Side which is
being converted to a condominium.  The final offering plan for the
conversion was accepted by the New York Attorney General's office
only within the past several weeks; therefore condominium units
have just recently been available for sale.  The loan matures in
November 2007.  For the borrower to exercise the first of two 12-
month extension options it must either repay a portion of the loan
or have entered into sales contracts at a specified gross sales
price.

The River Terrace Loan is secured by an apartment building located
on New York City's Upper East Side.  The property contains 408
rental units that are being converted to a condominium with 345
units after a consolidation of units.  The project is being
converted in conjunction with Arizona-based spa resort Miraval and
will feature spa, gym and nutrition plans.  Units sales have been
slower than anticipated with approximately 41 units currently in-
contract.  The loan matures in November 2007 and a significant
increase in sales is required to meet the sales hurdle necessary
to exercise a 12-month extension option.

The Hotel Gansevoort/Paridiso Residences Loan is secured by a
mixed use property located in South Beach (Miami Beach), Florida.  
The property, which is configured as a 593-room hotel, is
currently being renovated and converted into 299 residential
condominium units, 54 hotel-condominium units and a 240-room full-
service hotel.  To-date 108 units are in-contract (91
condominiums, 17 condo-hotel units).  Sales have stagnated with no
additional sales over the past eight months.  Construction is
behind schedule and has resulted in further delays in closing unit
sales which are now expected to commence in mid-summer 2007.  The
hotel is expected to open for business in the third quarter of
2007.  The Miami Beach condominium market data indicates a
declining sales velocity and a growing inventory of units
available for sale.

The Toy Building Loan (14.5%), which is secured by four contiguous
office buildings located in the Flatiron District of New York
City, was financed for conversion into 556 residential condominium
units.  Although the project is approximately six months behind
schedule and there have been no unit sales, a portion of the
property is under contract of sale at an amount sufficient to
repay the outstanding mortgage debt.  Moody's will continue to
monitor the progress of the sale.


CUTTING EDGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cutting Edge Enterprises, Inc.
        aka Cutting Edge Tobacco, Inc.
        4140 Clemmons Road
        P.O. Box 297
        Clemmons, NC 27012

Bankruptcy Case No.: 07-50585

Chapter 11 Petition Date: April 16, 2007

Court: Middle District of North Carolina (Winston-Salem)

Judge: William L. Stocks

Debtor's Counsel: R. Bradford Leggett, Esq.
                  Allman Spry Leggett & Crumpler, P.A.
                  P.O. Box 5129, Suite 700
                  380 Knollwood St.
                  Winston-Salem, NC 27113-5129
                  Tel: (336) 722-2300
                  Fax: (336) 722-8720

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Alternative Brands, Inc.                 $6,636,366
321 Farmington Road
Mocksville, NC 27028

State of California                      $1,761,426
c/o Edmund G. Brown, Jr.,
Attorney General
1300 I Street, Suite 1740
Sacramento, CA 95814

State of New York                        $1,761,160
c/o Andrew Cuomo, Attorney General
Department of Law
The Capitol, 2nd Floor
Albany, NY 12224

Commonwealth of Pennsylvania               $793,067
c/o Tom Corbett, Attorney General
1600 Strawberry Square
Harrisburg, PA 17120

State of Ohio                              $695,176
c/o Marc Dann, Attorney General
State Office Tower
30 East Broad Street
Columbus, OH 43266-0410

State of Illinois                          $642,286
c/o Lisa Madigan, Attorney General
cames R. Thompson Center
100 West Randolph Street
Chicago, IL 60601

State of Michigan                          $600,569
c/o Mike Cox, Attorney General
P.O. Box 30212
525 West Ottawa Street
Lansing, MI 48909-0212

State of Massachusetts                     $557,379
c/o Martha Coakley, Attorney General
1 Ashburton Place
Boston, MA 02108-1698

State of New Jersey                        $533,845
c/o Richard J. Hughes, Attorney General
Justice Complex
25 Market Street - CN 080
Trenton, NJ 08625

N.C. Department of Revenue                 $421,684
Tobacco Products Unit
P.O. Box 25000
Raleigh, NC 27640

State of Maryland                          $311,943
c/o Douglas F. Gansler, Attorney General
200 St. Paul Place
Baltimore, MD 21202-2202

State of Louisiana                         $311,239
c/o Charles Foti, Attorney General
P.O. Box 94095
Baton Rouge, LA 70804-4095

State of Georgia                           $338,715
c/o Thurbert E. Baker, Attorney General
40 Capitol Square, Southwest
Atlanta, GA 30334-1300

State of Tennessee                         $336,843
c/o Robert E. Cooper, Jr.
Attorney General
500 Charlotte Avenue
Nashville, TN 37243

State of North Carolina                    $321,855
c/o Roy Cooper, Attorney General
Department of Justice
P.O. Box 629
Raleigh, NC 27602-0629

State of Missouri                          $313,895
c/o Jeremiah W. Nixon, Attorney General
Supreme Court Building
207 West High Street
Jefferson City, MO 65101

State of Indiana                           $281,493
c/o Steve Carter, Attorney General
Indiana Government Center
South, 5th Floor
402 West Washington Street
Indianapolis, IN 46204

State of Connecticut                       $256,202
c/o Richard Blumenthal, Attorney General
55 Elm Street
Hartford, CT 06141-0120

Commonwealth of Kentucky                   $243,040
c/o Greg Stumbo, Attorney General
State Capitol
Room 116
Frankfort, KY 40601

State of Alabama                           $223,026
c/o Troy King, Attorney General
State House, 11 South Union Street
Montgomery, AL 36130


CVS CORP: Gets Sued for Exposing Hundreds of Customer Records
-------------------------------------------------------------
Texas Attorney General Greg Abbott took legal action Tuesday
against CVS Pharmacy for exposing its customers to identity theft.

According to court documents filed by the Attorney General, CVS
violated a 2005 law requiring businesses to protect any customer
records that contain sensitive customer information, including
credit and debit card numbers.

Investigators with the Office of the Attorney General discovered
that a CVS store in Liberty, near Houston, exposed hundreds of its
customers to identity theft by failing to properly dispose of
records that contained sensitive information.  The investigation
was launched after reports indicated that bulk customer records
were tossed in a dumpster behind the store.  Investigators also
found several medical prescription forms that included each
customer's name, address, date of birth, issuing physician and the
types of medication prescribed.  The documents obtained by OAG
investigators also contained hundreds of active debit and credit
card numbers, complete with expiration dates.

"Identity theft is one of the fastest growing crimes in the United
States," Attorney General Abbott said.  "Texas law protects
sensitive personal information in order to prevent this widespread
crime. Texans can rest assured that we will continue aggressively
cracking down on vendors who jeopardize the confidentiality of
their clients' sensitive information."

CVS is accused of violating the 2005 Identity Theft Enforcement
and Protection Act, which requires businesses to protect and
properly dispose of documents that include clients' sensitive
personal information.  Under the law, the OAG has the authority to
seek penalties of up to $50,000 per violation.

The Attorney General also charged CVS with violating Chapter 35 of
the Business and Commerce Code, which requires businesses to
develop retention and disposal procedures for their clients'
personal information.  The law provides for civil penalties of up
to $500 for each abandoned record.

Attorney General investigators are also working to determine if
any exposed data has been used illegally.

           Caremark Shareholders Approve Merger Proposal

Last month, Caremark Rx Inc. shareholders voted approving a merger
proposal from CVS.

Caremark provides comprehensive prescription benefit management
services to over 2,000 health plans, including corporations,
managed care organizations, insurance companies, unions and
government entities.  

"The vote reinforces the compelling logic underpinning the merger
of the nation's largest pharmacy chain with the leading pharmacy
services company and speaks to the tremendous opportunity we have
before us," Tom Ryan, Chairman, President and Chief Executive
Officer of CVS Corporation said.  "We have said from the beginning
that this combination will transform the way pharmacy services are
delivered, enabling consumers to benefit from enhanced healthcare
services and improved outcomes, and for payors to benefit from
more effective cost management tools.  Now that we have obtained
approval from both CVS and Caremark shareholders, we can begin
delivering on this opportunity."

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is a retail
pharmacy in the U.S. and operates approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service confirmed the Ba1 rating of CVS Corp.'s
$125 million Series A-2 lease obligations.


DILLARD INC: Debt Reduction Prompts Fitch's Ratings Upgrade
-----------------------------------------------------------
Fitch Ratings has upgraded Dillard's, Inc. ratings, as:

    -- Issuer Default Rating to 'BB' from 'BB-';
    -- Senior Notes to 'BB' from 'BB-';
    -- Capital Securities to 'B' from 'B-'.

In addition, Fitch has affirmed its 'BB+' rating on Dillard's
$1.2 billion secured credit facility, which is backed by a pledge
of inventory.  Dillard's had $1.3 billion of debt and hybrid
capital securities outstanding as of Feb. 3, 2007. The Outlook is
Stable.

The upgrades reflect the company's improved credit measures driven
primarily by ongoing debt repayment, and the expectation for
additional debt reduction over the near term.  They also reflect
Dillard's solid liquidity and extensive real estate holdings
balanced against ongoing softness in the company's sales and the
challenging nature of the department store sector.

Dillard's has been in a deleveraging mode for the past four years,
and repaid $206 million of debt in 2006.  Debt repayment combined
with higher operating profit, with EBIT margin increasing to 4.2%
in 2006 from 3.9% in 2005 due primarily to good inventory control,
has resulted in strengthened credit metrics.  In 2006, adjusted
debt/EBITDAR strengthened to 2.3 times (x) from 2.7x in 2005 and
EBITDAR/interest plus rents improved to 4.1 times from 3.9x over
the same period.

This improvement is despite weak sales trends in Dillard's
business.  While Dillard's has been employing a strategy of
attracting younger and more affluent customers with upscale and
contemporary fashions, this strategy has not evolved to the point
that it is driving meaningful incremental floor traffic, and
comparable store sales were down 1% in 2006 following a flat 2005.

Over the near term, Fitch expects Dillard's will continue to repay
debt maturities, including $101 million that comes due in 2007,
with operating cash flow and existing liquidity ($194 million of
cash on hand as of Feb. 3, 2007).  This debt repayment combined
with steady operating results should lead to a modest further
reduction in leverage in 2007.


DUANE READE: Planned Acquisition Prompts Moody's to Hold Ratings
----------------------------------------------------------------
Moody's affirmed all ratings of Duane Reade, Inc. including the
corporate family rating at Caa1, the second-lien senior notes at
B3, and the senior subordinated notes at Caa3.

The rating action follows the announcement that Duane Reade will
acquire 8 stores in Manhattan from Gristede's and that Oak Hill
and the other owners have agreed to fund the transaction plus
other 2007 capital expenditures with a preferred stock investment
of $39.4 million.  So far $13 million of the preferred stock has
been placed.  The rating outlook continues to be stable.

These ratings are affirmed:

    - Corporate Family Rating at Caa1;

    - Probability of Default Rating at Caa1;

    - $210 million floating rate secured senior notes (2010) at B3
      (LGD 3, 37%);

    - $195 million 9.75% senior subordinated notes (2011) at Caa3
      (LGD 6, 90%).

Moody's does not rate the $225 million asset-based credit
facility.

Constraining the ratings are Duane Reade's record of flat revenue
and operating losses when other rated drug stores have grown sales
and profits, weak credit metrics such as high leverage and low
fixed charge coverage, and Moody's expectation that free cash flow
will remain modestly negative for at least the next four quarters.  
However, Moody's believes that Duane Reade has adequate liquidity
over the short-term given that operating performance has started
to modestly recover and free cash flow deficits have narrowed
since the second quarter of 2006.  For the company to become self-
sustaining over the longer term, and eventually to be upgraded to
a B-level rating, operating performance must soon improve enough
for free cash flow to become positive.  In accordance with Moody's
hybrid securities methodology, the new preferred stock falls in
basket B (75% debt / 25% equity).  Given that the incremental debt
is minute relative to the total capital structure, it does not
meaningfully impact the credit metrics.

The stable outlook reflects Moody's opinion that Duane Reade has
sufficient liquidity to fund its likely short-term free cash flow
deficit, assuming that operating performance continues to improve.  
Moody's anticipates that revolver borrowings and increased
inventory efficiency will continue to fund the high fixed charge
burden over the next four quarters.  Pressure on the ratings
and/or outlook would occur if operating performance does not
continue improving, the company's adequate liquidity position
deteriorates, or credit metrics decline from current weak levels.  
Improvement of the rating and/or outlook would require sustained
growth in sales and operating performance, improvement of free
cash flow until incremental revolver borrowings are not needed,
and a sustained improvement in weak credit metrics such that
leverage falls below 7 times and EBIT covers interest expense by 1
time.

Duane Reade Inc, headquartered in New York City, operates 248 drug
stores principally in Manhattan and the outer boroughs of New York
City. Revenue for the twelve months ending December 30, 2006
equaled $1.6 billion.


EDDIE BAUER: BDO Seidman Removes Going Concern Doubt Opinion
------------------------------------------------------------
Eddie Bauer Holdings, Inc. disclosed that, after the refinancing
completion of its outstanding debt on April 4, 2007, BDO Seidman
LLP, its independent auditor, removed the explanatory paragraph
with respect to the company's ability to continue as a going
concern from its audit opinion on the company's Financial
Statements for fiscal year ended Dec. 30, 2006.

Amended Financial Statements for the fiscal year ended
Dec. 30, 2006 along with this revised opinion thereon were filed
with the Securities and Exchange Commission on a Form 8-K on
April 17, 2007.

As reported in the Troubled Company Reporter on April 5, 2007,
BDO Seidman raised substantial doubt about Eddie Bauer
Holdings 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 ability to refinance its term loan to avoid an event of
default related to the failure of the company in meeting its
financial covenants in one or more future interim periods.

The successor company had a net loss of $211.4 million on total
revenues of $1 billion for the year ended Dec. 31, 2006.  For the
six month-period ended Dec. 31, 2005, the successor company had a
net loss of $22.8 million on total revenues of $593.7 million.  
The predecessor company had a net income of $60.9 million on total
revenues of $465.7 million for the six month-period ended
July 2, 2005.

The company listed total assets of $855.9 million and total
liabilities of $509.3 million, resulting to total stockholders'
equity of $346.6 million as of Dec. 31, 2006.

                         About Eddie Bauer

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty    
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at approximately 380 stores
throughout the United States and Canada, through catalog sales and
online at http://www.eddiebaueroutlet.com/  The company also    
participates in joint venture partnerships in Japan and Germany
and has licensing agreements across a variety of product
categories.  Eddie Bauer employs 10,000 part-time and full-time  
associates in the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Standard & Poor's Rating Services lowered the ratings on Eddie
Bauer Holdings Inc., to 'B-' from 'B'.

At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications, where it was placed on
Nov. 13, 2006.  The outlook is negative.


EDUCATE SERVICES: Moody's Rates $185 Million Loans at (P)Ba2
------------------------------------------------------------
Moody's Investors Service assigned (P)Ba2 and (P)B3 ratings
respectively to the proposed first and second lien senior secured
credit facilities of Educate Services, Inc., a newly formed wholly
owned subsidiary of Educate, Inc.

Concurrently, Moody's assigned a (P)B1 Corporate Family Rating to
Educate Services.

The $170 million first lien term loan due 2012, along with the
$105 million second lien term loan due 2013 and about $240 million
of sponsor equity will be used to purchase the equity of the
company, refinance existing debt and pay fees and expenses
associated the transaction.  The sponsors include members of
management, Sterling Capital Partners and Citigroup Private
Equity.  The transaction is expected to close in the second
quarter subject to shareholder and regulatory approvals.  
Concurrently with the acquisition, the company-owned learning
centers, products, Progressus and online businesses will be
separately sold to the sponsors.  The company-owned learning
centers will be sold in exchange for a $50 million unsecured note.

The ratings are supported by the proposed divestiture of the
company-owned centers, the financial incentives inherent in a
franchise model and the resulting focus and inherent stability in
Educate Services' retained businesses.  The ratings are further
supported by good interest coverage for the rating category.  The
ratings also reflect the geographical diversity and stability of
the company's franchise revenues, strong market share, brand
value, as well as high operating margins and low maintenance
capital expenditures.  On the Catapult Learning side, the company
benefits from long-term contractual relationships with school
districts and individual schools and the potential for further
growth as public and non-public schools continue to outsource
certain activities.  The ratings are constrained by the company's
relatively high initial leverage, the company's relatively small
size, and the competitiveness of the pre-kindergarten through
12th-grade tutoring business, both from corporate providers and
individual teachers, which places constraints on pricing and
system-wide revenues.

The Ba2-ratings on the first lien credit facilities, which consist
of a $15 million revolver and $170 million first lien term loan B
reflect Moody's expectation of loss-given-default greater or equal
to 10% but less than 30% (LGD 2).  The borrower is Educate
Services, Inc. and the facilities are guaranteed by the parent and
all material domestic subsidiaries.

The B3-rating on the $105 million second lien term loan reflects
Moody's expectation of loss-given-default greater or equal to 70%
but less than 90% (LGD 5).  As for the first lien facilities, the
borrower is Educate Services, Inc., with parent and domestic
subsidiary guarantees.

Moody's took these rating actions:

Educate Services, Inc.:

    * Assigned (P)B1 Corporate Family Rating.

    * Assigned (P)Ba2 (LGD2, 28%) to $15 million senior secured
      revolving credit facility due 2012;

    * Assigned (P)Ba2 (LGD2, 28%) to $170 million first lien term
      loan B due 2013;

    * Assigned (P)B3 (LGD5, 80%) to $105 million second lien term
      loan due 2014.

The outlook for the ratings is stable.  Definitive ratings will be
assigned following completion of the transaction.

The existing ratings of Educate continue to be under review,
subject to confirmation and withdrawal following the repayment of
the debt.  If the transaction is not completed, existing ratings
will likely be downgraded.

Educate, Inc.:

    * The B1 rated Corporate Family Rating.

Educate Operating Company, LLC:

    * The Ba3 (LGD2, 24%) $30 million senior secured revolving
      credit facility due 2009;

    * The Ba3 (LGD2, 24%) $159 million senior secured term loan B
      due 2012.

Educate Operating Company, LLC, is the operating subsidiary of
Educate Inc.  The company, headquartered in Baltimore, Maryland,
is a leading education services company for students ranging from
pre-kindergarten through high school.  Its portfolio of brands
includes Sylvan Learning Centers, which provides customized
supplemental, remedial and enrichment programs in reading, writing
and mathematics; Hooked on Phonics, which delivers early reading,
math and study skills programs; and Catapult Learning, a leading  
provider of educational services to public and non-public schools.
Educate had revenues of about $355 million and operating income of
about $6 million in fiscal 2006.

In January 2007, Educate entered into an agreement to be acquired
by a group of investors including members of management, Sterling
Capital Partners and Citigroup Private Equity.  Net of the
financial results of National Learning Centers, Educate Products,
Progressus and Educate Online, the retained businesses had
revenues of about $168 million and operating income (after
corporate allocations) of about $48 million in fiscal 2006.


EMBARCADERO AIRCRAFT: S&P Puts Two Notes Ratings' on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-2 notes issued by Embarcadero Aircraft Securitization Trust on
CreditWatch with positive implications.  At the same time, the
rating on the class A-1 notes was placed on CreditWatch with
negative implications.  Both ratings formerly had negative
outlooks.
     
The CreditWatch actions reflect recent asset sales, which have
resulted in increased amortization to the class A-2 notes while
reducing the future lease stream available to pay the class A-1
notes.
     
EAST is backed by a pool of 32 aircraft operating leases
originated by Lehman Bros. Inc. and GATX Capital Corp. in 2000.  
Since 2002, lessee defaults, reductions in aircraft lease rates,
and increases in aircraft-related expenses have stressed available
collections.  In January 2007, servicing on the leases was
transferred from EAST to Macquarie Aircraft Leasing Ltd.
     
Standard & Poor's will complete a detailed review of the credit
performance of the transaction in order to determine whether any
rating actions are warranted.
   
               Rating Placed on Creditwatch Positive
    
              Embarcadero Aircraft Securitization Trust
   
                                 Rating
                                 ------
                 Class    To                From
                 -----    --                ----
                  A-2     BB/Watch Pos      BB/Negative

                Rating Placed on Creditwatch Negative
    
              Embarcadero Aircraft Securitization Trust
    
                                Rating
                                ------
                 Class    To                From
                 -----    --                ----
                 A-1     BB/Watch Neg      BB/Negative


FERTINITRO FINANCE: Moody's Holds B3 Rating on $250 Million Notes
-----------------------------------------------------------------
Moody's Investors Service confirmed the B3 senior secured rating
of FertiNitro Finance Inc.'s $250 million 8.29% senior secured
notes due 2020.  The confirmation concludes the review for
downgrade that was initiated on November 15, 2006.  The rating
outlook is stable.  The review was prompted by concerns over the
potential for future operational disruptions at the complex which
were highlighted in late 2006 by the project's independent
engineers and the potential impact on the project's liquidity
should extended downtime be required.

In confirming the rating Moody's recognizes FertiNitro's continued
stable operating performance since the review was initiated and
the project operator's future plans to address any operational
issues at the facility.  Plans to replace certain equipment at the
ammonia operations, as highlighted by the independent engineer,
are going ahead; although required lead-times will delay any
immediate action.  Moody's believes the project operators should
be able to manage any corrective action while maintaining adequate
liquidity to support its ongoing operations and debt service
requirements.  Supporting this improved profile is the current
attractive market for nitrogen products which have resulted in
demand and pricing that compare favorably to what was forecast in
the original offering circular in 1998. In addition, we note that
ammonia and urea production year-to-date is greater than 100% of
budget and the plant is currently operating at approximately 97%
of its nameplate capacity for urea production.  Stability in the
current price environment for ammonia and urea combined with the
absence of any material operating difficulties should support the
stable outlook going forward.

FertiNitro Finance, Inc. is a Cayman Islands special purpose
financing vehicle for the $1.0 billion ammonia/urea project
located in Venezuela.  The project is designed to produce ammonia
and urea, primarily from domestically sourced methane gas feed-
stocks.  Primary sponsors/off-takers are Koch Oil (35%) and
Pequiven (35%), a petrochemical subsidiary of Venezuelan
government owned, PDVSA.


FIRST CONSUMERS: Moody's Withdraws B2 Rating on Class C Notes
-------------------------------------------------------------
Moody's withdrew the rating on First Consumers Credit Card Master
Trust, Series 2001-A, Class C notes pursuant to noteholders'
request.  The Class C notes were rated B2 prior to the withdrawal.
This rating withdrawal precedes several amendments to various
trust documents, dated April 16, 2007.

The complete rating action is:

Issuer: First Consumers Credit Card Master Note Trust

    * $36,000,000 Class C Asset-Backed Notes, Series 2001-A,
      rating withdrawn from B2


FOAMEX INT'L: John Johnson Returns as Chief Executive Officer
-------------------------------------------------------------
Foamex International Inc.'s board of directors has named John G.
Johnson, Jr., as chief executive officer and a member of the
board, effective immediately.  Ray Mabus has resigned from his
position as ceo and chairman of the board of directors in order to
return to his home in Mississippi.

The company also appointed Eugene I. Davis as non-executive
chairman of the board of directors, effective immediately.  

"On behalf of the Board, I would like to welcome Jack back to
Foamex," Mr. Davis said.  "Jack is a proven leader who brings to
Foamex an ideal combination of skills and experience, having led
the company at a time when it enjoyed then historic levels of
profitability and growth.  The company is confident that Foamex
will greatly benefit from his intimate knowledge of the company
and industry experience as the company continues to focus on
driving shareholder value through growth and de-leveraging."

"Foamex is an established leader in the polyurethane foam
manufacturing industry, and I am very pleased to be returning to
the company," Mr. Johnson said.  "I look forward to leading Foamex
through its next phase of growth and implementing its strategic
vision of being a market-focused provider of polyurethane foam-
based solutions and specialty comfort products.  I am excited by
this opportunity and look forward to working with the entire
Foamex team to realize the enormous potential that exists at
Foamex."

"The company would like to thank Ray for his significant
contributions to Foamex over the past seven years," Mr. Davis
said.  "Most recently, stepping in as chief executive to lead
Foamex through the successful completion of its financial
restructuring.  The proof of his efforts is evident in the results
with Foamex emerging from bankruptcy having paid creditors in full
and preserving value for equityholders.  The company recognizes
that commuting from Mississippi imposed substantial sacrifices on
Ray and his family and understands his desire to return home now
that Foamex has emerged so successfully from chapter 11.  On
behalf of the entire Board, we wish him well."

Most recently, Mr. Johnson has been running his own management
consulting business specializing in turnaround initiatives.
Mr. Johnson currently serves as the non-executive chairman of
GenTek Inc.  He has been the lead director of Thermadyne Holdings
for the last three years, but will be relinquishing this post to
devote his time and efforts to Foamex.  Mr. Johnson served as
president and ceo of Foamex in from 1999 to 2001.  Prior to
joining Foamex, Johnson was president and chief executive officer
of Safety-Kleen Corp., an environmental services company, from
1995 to 1997.  Mr. Johnson also served as president, chief
operating officer and director of Safety-Kleen Corp. from 1993 to
1995.  From 1982 to 1992, Mr. Johnson held several executive
positions with the ARCO Chemical Company, including senior vice
president and director of ARCO Chemical Company and president of
ARCO Chemical Americas beginning in 1987.  Mr. Johnson began his
career with the Atlantic Richfield Company in 1958.

Eugene I. Davis, 52, has been a director of the company since
February 2007.  Mr. Davis has been chairman and chief executive
officer of PIRINATE Consulting Group, LLC, a privately-held
consulting firm specializing in turn-around management, merger and
acquisition consulting, hostile and friendly takeovers, proxy
contests and strategic planning advisory services for domestic and
international public and private business entities, since 1997.
Prior to forming PIRINATE in 1997, Mr. Davis served as president,
vice-chairman and director of Emerson Radio Corp, and chief
executive officer and vice-chairman of Sport Supply Group, Inc.
Mr. Davis began his career as an attorney and international
negotiator with Exxon Corporation and Standard Oil Company and as
a partner in two Texas-based law firms where he specialized in
corporate/securities law, international transactions and
restructuring advisory.  Mr. Davis is a director of Knology, Inc.,
PRG-Schultz International, Inc., Silicon Graphics, Inc. and
American Commercial Lines Inc. Mr. Davis is also chairman of the
board of directors of Atlas Air Worldwide Holdings, Inc.

                    About Foamex International

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

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.  
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.  
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein
Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP,
represent the Official Committee of Unsecured Creditors.  As of
July 3, 2005, the Debtors reported $620,826,000 in total assets
and $744,757,000 in total debts.  On Feb. 2, 2007, the Court
confirmed the Debtors' Second Amended Joint Plan of
Reorganization.  The Plan of Reorganization of Foamex
International Inc. has become effective and the company has
successfully emerged from chapter 11 bankruptcy protection on
Feb. 12, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Foamex International Inc.'s balance sheet as of Dec. 31, 2006,
showed $396.4 million total stockholders' deficit, resulting from
$564.6 million total assets and $961 million total liabilities.  
The company's accumulated deficit as of Dec. 31, 2006, stood at
$432.7 million.

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Linwood, Penn.-based Foamex L.P. to 'B' from 'D',
following the company's emergence from bankruptcy on Feb. 12,
2007.  S&P affirmed all other ratings.  The outlook is stable.


GATEHOUSE MEDIA: Inks Bridge Credit Agreement with Wachovia
------------------------------------------------------------
GateHouse Media Inc. entered into a Bridge Credit Agreement with a
syndicate of financial institutions with Wachovia Investment
Holdings, LLC, as administrative agent.

The Bridge Agreement provides for a $300 million term loan
facility due April 11, 2015.  The company can use the proceeds
of the loan facility to:

   a. partly finance the acquisitions of (i) the assets of the
      following Gannett properties: The Rockford Register-Star,
      the Observer-Dispatch and The Norwich Bulletin, and (ii) the
      capital stock and assets of Copley Midwest, and

   b. pay fees and expenses incurred in connection with the
      Acquisitions and the Bridge Loan.

The Bridge Loan will be available until May 31, 2007, in up to
two draws.  The Bridge Agreement is secured by a first priority
security interest in all present and future capital stock of
GateHouse Media Holdco Inc. owned by the company.

As of April 13, 2007, $157 million was outstanding under the
Bridge Loan.  Borrowings under the Bridge Agreement bear interest,
at the borrower's option, at a floating rate equal to the LIBOR
Rate for a LIBOR Rate Loan, plus an applicable margin.

During the first year of the facility, until April 11, 2008, the
applicable margin for LIBOR Rate term loans and Base Rate term
loans, is 1.50% and 0.50%, respectively.

On the Pricing Step-Up Date and quarterly thereafter until the
maturity date, the applicable margin for LIBOR Rate term loans and
Base Rate term loans will be determined by reference to a pricing
grid which is based on:

   i. the Total Leverage Ratio of the company, and

  ii. the ratings provided by Moody's Investors Service Inc.
      and by Standard & Poor's Ratings Services for the Bridge
      Loan for the corporate family of GHS.

If the ratings for the Bridge Loan by Moody's is at least B3 and
by S&P is at least B-, the applicable margin for LIBOR Rate term
loans and Base Rate term loans will range from 3.50% to 4.25% and
2.50% to 3.25%, respectively; otherwise the applicable margin for
LIBOR Rate term loans and Base Rate term loans will range from
4.00% to 4.75% and 3% to 3.75%, respectively.  The company also is
required to pay a quarterly commitment fee on the unused portion
of the Bridge Loan, from the closing date of the Bridge Agreement
until May 31, 2007, equal to 0.50%.

No principal payments are due on the Bridge Loan until the
maturity date.  The company is required to prepay borrowings under
the Bridge Agreement with:

   a. 100% of the net cash proceeds from the issuance or
      incurrence of debt by GHS and its restricted subsidiaries,

   b. 100% of the net cash proceeds from any issuances of equity
      by GHS or any of its restricted subsidiaries, and

   c. 100% of the net cash proceeds of assets sales and
      dispositions by the company and its subsidiaries, except,
      in the case of each of clause (a), (b) and (c), to the
      extent such proceeds are required to be applied to prepay
      indebtedness incurred under or are permitted to be
      reinvested under the terms of the Amended and Restated
      Credit Agreement, dated as of February 27, 2007, among
      GateHouse Media Holdco, Inc., GateHouse Media Operating,
      Inc. and certain of their subsidiaries, the lenders parties
      thereto and Wachovia Bank, National Association, as
      administrative agent.  The company can voluntarily prepay
      the Bridge Loan at any time.

If the company prepays the Bridge Loan before April 11, 2008, the
company will not be required to pay a prepayment premium.  With
respect to voluntary or mandatory prepayments in the next two
years, the company will be required to pay a premium equal to:

   a. 102% of the principal amount being prepaid if such
      prepayment is made after April 11, 2008 but on or before
      April 11, 2009, and

   b. 101% of the principal amount being prepaid if such
      prepayment is made after April 11, 2009 but on or prior
      to April 11, 2010.

No prepayment premium will be assessed thereafter.

                       About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media, Inc. (NYSE:
GHS), is a publisher of locally based print and online media in
the U.S.  It currently owns over 445 community publications,
including 7 white and yellow page directory publications located
in 18 states across the country, and more than 235 related
websites reaching about 9 million people on a weekly basis.

                           *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's placed ratings of GateHouse Media Operating, Inc. under
review for possible downgrade, following the company's
announcement that it has signed a definitive stock and asset
purchase agreement to acquire 9 publications from The Copley
Press, Inc. for a net purchase price, including working capital
adjustments, of $380 million.  The ratings placed under review
include the company's $40 million senior secured first lien
revolving credit facility, due 2014 -- B1; $670 million senior
secured term loan B, due 2014 -- B1; $250 million senior secured
delayed draw term loan, due 2014 -- B1; Corporate Family rating --
B1; and Probability of Default rating -- B2.


GE COMMERCIAL: S&P Rates $15 Million Class Q Certificates at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GE Commercial Mortgage Corp. Series 2007-C1 Trust's
$4.230 billion commercial mortgage pass-through certificates
series 2007-C1.
     
The preliminary ratings are based on information as of April 16,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
AB, A-4FX, A-1A, X-P, X-W, A-MFX, A-JFX, B, C, and D are currently
being offered publicly.  The remaining classes will be offered
privately.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.09x, a beginning LTV of 120.6%, and an ending LTV of 116.9%.
         
    
                 Preliminary Ratings Assigned

        GE Commercial Mortgage Corp. Series 2007-C1 Trust
    
                                    Preliminary    Recommended        
Class                Rating          amount      credit support
-----                ------        -----------   --------------
  A-1                  AAA           $68,000,000      30.000%
  A-2                  AAA          $491,000,000      30.000%
  A-3                  AAA          $187,000,000      30.000%
  A-AB                 AAA           $52,730,000      30.000%
  A-4FX                AAA          $853,200,000      30.000%
  A-1A                 AAA        $1,309,678,000      30.000%
  X-P*                 AAA                   TBD         N/A
  X-W*                 AAA                   TBD         N/A
  A-MFX                AAA          $423,086,000      20.000%
  A-JFX                AAA          $317,316,000      12.500%
  B                    AA+           $37,020,000      11.625%
  C                    AA            $52,886,000      10.375%
  D                    AA-           $42,308,000       9.375%
  A-4FL**              AAA                   TBD      30.000%
  X-C*                 AAA                   TBD         N/A
  A-MFL**              AAA                   TBD         TBD
  A-JFL**              AAA                   TBD         TBD
  E                    A+            $31,732,000       8.625%
  F                    A             $31,731,000       7.875%
  G                    A-            $42,309,000       6.875%
  H                    BBB+          $52,886,000       5.625%
  J                    BBB           $42,309,000       4.625%
  K                    BBB-          $58,174,000       3.250%
  L                    BB+           $15,866,000       2.875%
  M                    BB            $15,865,000       2.500%
  N                    BB-           $10,578,000       2.250%
  O                    B+            $10,577,000       2.000%
  P                    B             $10,577,000       1.750%
  Q                    B-            $15,866,000       1.375%
  T                    NR            $58,174,687       0.000%
  
    * Interest-only class with a notional amount.
           
   ** Floating-rate class. Ongoing ratings of floating-rate
     classes will be partially dependent upon the rating of
     the swap counterparty.

                         NR -- Not rated.

                       N/A -- Not applicable.

                     TBD -- To be determined.


GENERAL MOTORS: Q1 Sales Up in Latin America, Africa & Middle East
------------------------------------------------------------------
General Motors Latin America, Africa & Middle East region set a
new first quarter sales record in 2007, selling over 269,000
vehicles, up approximately 39,000 units over the same period last
year.  Plus, GM's quarterly market share in the region increased
0.2% to 16.3%.

Ten markets in the GM LAAM region posted Q1 sales volume gains
year-over-year, with all-time quarterly records set by Argentina
and Colombia.  In addition, Brazil, Chile, Venezuela, South
Africa, Egypt and the Middle East set Q1 sales records.

Maureen Kempston Darkes, President of GM LAAM said, "LAAM's Q1
results illustrate that we are serious about growth -- LAAM sales
now account for almost 12 percent of GM's global sales."

Kempston Darkes added, "We are continuing to focus on aggressive
product launches, which are the drivers of our growth. In Q1 2007,
we launched the Chevrolet Captiva across the region, GMC Acadia in
the Middle East and the Cadillac BLS and SRX in South Africa."

LAAM also set a new monthly sales record of 102,258 vehicles in
March 2007, up approximately 18,500 over last March.

GM LAAM is one of GM's four regional business units.  It employs
approximately 33,000 people throughout the region.  GM LAAM
markets vehicles under the Buick, Cadillac, Chevrolet, GMC,
Hummer, Isuzu, Opel, Saab and Suzuki brands.

                            U.S. Sales

GM disclosed in an April 3, 2007 press statement that its first
quarter retail sales was up 0.5% while its sales for March 2007
was down 7.7%.

For the first quarter of 2007, GM delivered 909,094 vehicles, a
decline of 5.6%, driven by reductions of almost 60,000 daily
rental vehicle sales.  For the first quarter of 2007, GM retail
sales were up 0.5%.  The reductions in fleet sales have resulted
in a significant improvement in the retail/fleet mix.

GM dealers in the United States delivered 349,867 vehicles in
March, a reduction of 7.7% on a sales day-adjusted basis (down
4.2% non-adjusted), compared with 365,375 total sales a year ago.  
Fleet sales were down 11.8% due to continuing reductions in daily
rental sales.  GM's March retail sales were down 6.2% compared
with year-ago levels on a sales day-adjusted basis (down 2.8% non-
adjusted).

"As we continue to build upon our strategy of focusing on value,
lowering daily rental sales and increasing residual values, we
were able to grow retail sales for the quarter, posting year-over-
year increases in 19 vehicle lines.  That's very good news.  In
March, we saw continued strength and stability in our retail
business led by gains in mid-cars, crossovers, economy cars and
luxury SUVs," said Mark LaNeve, vice president, GM North American
Sales, Service and Marketing.  

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the  
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet, GMC,
GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GENESIS TECH: Posts $675,282 Net Loss in Quarter Ended December 31
------------------------------------------------------------------
Genesis Technology Group Inc. reported a net loss of $675,282 for
the first quarter ended Dec. 31, 2006.  This compares with a net
loss of $223,123 for the first quarter ended Dec. 31, 2005.  The
first quarter ended Dec. 31, 2006, included a one-time settlement
income of $157,500 related to the settlement of a lawsuit with a
former director and employee.

For the first quarter Dec. 31, 2006, the company had zero revenues
compared to $5,000 for the first quarter a year ago.

Operating expenses increased $576,982, or 213%, to $848,224 during
the first quarter of fiscal 2006 compared to $271,242 for the
first quarter of fiscal 2005, primarily attributable to salaries
and stock-based compensation expense which increased $422,820 to
$616,982 during the current quarter, from $194,162 for the prior
period quarter, and selling, general and administrative expenses
which increased $102,432 to $179,512 during the first quarter of
fiscal 2006 from $77,080 during the first quarter of fiscal 2005.

On Nov. 21, 2006, in connection with the settlement of a lawsuit
with a former director and employee, the company entered into a
Settlement and Release Agreement whereby the former director and
employee returned 1,575,000 shares of the company's common stock
owned by him.  In connection with the return of the 1,575,000
shares of common stock, the company recorded settlement income of
$157,500 based on the fair market value of the common stock on the
date of settlement.

At Dec. 31, 2006, the company's balance sheet showed $5,310,607 in
total assets, $352,509 in total liabilities, $18,379 in minority
interest and $4,939,719 in total shareholders' equity.  
Additionally, accumulated deficit stood at $17,243,901.

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?1d43

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Sherb & Co. LLC in Boca Raton, Fla., expressed substantial
doubt about Genesis Technology Group 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
auditing firm cited that the company has an accumulated deficit of
$16,568,619 and has cash used in operations of $914,353 for the
year ended Sept. 30, 2006.

Genesis Technology Group Inc. (OTC BB: GTEC.OB) --
http://www.genesis-technology.net/-- is a business development   
and marketing firm that specializes in advising and providing a
turn key solution for Chinese small and mid-sized companies
entering Western markets.


GOLF TRUST: Inks $1.2 Million Non-Revolving Loan with Patriot Bank
------------------------------------------------------------------
Golf Trust of America Inc., GTA-IB Golf Resort LLC and its wholly
owned subsidiaries, GTA-IB LLC and GTA-IB Condominium LLC, entered
into a Business Loan Agreement, effective as of April 10, 2007,
with Patriot Bank, a community banking facility with respect to a
non-revolving loan in an amount up to the principal amount of
$1.2 million.

The Loan is secured by a first priority mortgage on three wholly
owned condominium units located at the Innisbrook Resort and Golf
Club, pursuant to a Commercial Security Agreement, Promissory Note
and Mortgage entered into by the Loan Parties on the Closing Date
in connection with the Loan Agreement.

On the Closing Date, the company borrowed pursuant to the Loan
Agreement $20,279 to pay the closing costs related to the Loan.
Subject to compliance with the Loan Agreement by the Borrowers,
the company has the right to draw down the remainder of the
principal amount available under the Loan Agreement over time to
finance renovations of the company's restaurants, information
technology infrastructure upgrades at the Resort, other property
improvements at the Resort and short-term working capital
shortfalls of the company or the Resort.

The Loan bears interest at the floating Wall Street Journal Prime
rate, which is currently at 8.25% and provides for interest only
payments through Dec. 31, 2007.  Beginning with the monthly
payment due on Jan. 31, 2008, the Loan Agreement requires
principal and interest payments based on a twenty-year
amortization schedule.  There is no prepayment penalty for early
repayment.  Any balance of the Loan, unpaid on April 10, 2010,
must be repaid in full on that date.

                         About Golf Trust

Headquartered in Charleston, South Carolina, Golf Trust of America
Inc. (AMEX:GTA) -- http://www.golftrust.com/-- was formerly a   
real estate investment trust but is now engaged in the liquidation
of its interests in golf courses in the United States pursuant to
a plan of liquidation approved by its stockholders.  The company
currently owns two properties (6 eighteen-hole equivalent golf
courses).  

As of Sept. 30, 2006, the company had $12,493,000 net assets in
liquidation.


GRANITE BROADCASTING: Files Modified Amended Chapter 11 Plan
------------------------------------------------------------
Granite Broadcasting Corp. and its subsidiaries delivered a
Modified First Amended Plan of Reorganization to the U.S.
Bankruptcy Court for the Southern District of New York on
April 13, 2007.

Granite's First Amended Plan clarifies that the Silver Point
Finance, LLC entities and any other holder of a secured claim
are specifically exculpated by the Debtors and any holder of
any Claim or interest from any liability arising from their
participation in any capacity in the Debtors' reorganization
cases.

However, nothing will exculpate the Silver Point entities and
Secured Claim Holders from willful misconduct, gross negligence,
intentional fraud, or criminal conduct.

As reported in the Troubled Company Reporter on March 8, 2007,
The Court, on March 2, 2007, entered its formal order approving
the Debtors' Disclosure Statement citing that it contained
adequate information within the meaning of Section 1125 of the
Bankruptcy Code; all objections to the Disclosure Statement that
have not been otherwise resolved, are overruled.

                      Overview of the Plan

The Amended Plan provides, among other things, a revised
classification and treatment of claims and interests, provisions
for the assumption and rejection of executory contracts and
unexpired leases, and the deletion of the provision for minimum
distribution.

The Amended Plan also incorporates:

   i. the appointment of Andrew Hruska, Esq., at King & Spalding
      LLC, on Feb. 23, 2007, as Examiner;

  ii. the stipulations resolving claims filed by Stuart Beck and
      Twentieth Television and Twentieth Century Fox Film
      Corporation; and

iii. biographical information regarding the management of the
      Reorganized Debtors.

                 Reorganization Considerations

The Amended Plan provides for certain conditions that must be
satisfied or waived prior to confirmation of the Plan including
that (i) the total amount of Cash required to pay Allowed Claims
in Classes 4A, 5, 6, 7, 8, and 9 will not exceed $11,000,000, and
(ii) the occurrence of the Plan Effective Date.

According to the valuation analysis prepared by the Debtors'
financial advisor, Houlihan Lokey Howard & Zukin Capital, Inc.,
the value of the collateral securing the Secured Claims is less
than the amount of the Claims, and, therefore, holders of (i)
Claims in Classes 4A, 5, 6, 7, 8, and 9 and (ii) Interests in
Classes 10, 11, and 12 are not entitled to receive a distribution
under the Plan or the Bankruptcy Code's distribution priority
scheme.

The Debtors' note that there is no assurance that the Court will
adopt their position on this matter, and therefore, holders of
interests in Classes 10, 11 and 12 should not assume that they
will necessarily receive the projected distributions unless and
until the Court enters the confirmation order.  

Because the distributions to Classes 10, 11 and 12 are not
mandatory under the Bankruptcy Code, under certain circumstances,
the Debtors could modify the Plan to increase, reduce, or
eliminate the distributions to holders of interests in Classes 10,
11, and 12 without providing any notice regarding the
modifications to the parties.  Holders of interests in Classes 10,
11, and 12 are advised to monitor closely the process leading to
Plan confirmation.

             Classification of Claims and Interests

The First Amended Plan classifies claims and interests into 14
classes:

   Class  Description       Recovery           Amount
   -----  -----------       --------           ------
    N/A   DIP Claims             100%    Undetermined

    N/A   Administrative         100%      $2,530,105
          Expenses      

    N/A   Compensation and       100%       6,460,000
          Reimbursement
          Claims of
          Professionals

    N/A   Priority Tax           100%               0
          Claims

   1A-IF  Secured Claims        90.9%     496,172,870

     2    Secured Tax            100%               0
          Claims     

     3    Priority Non-Tax       100%               0
          Claims          

    4A    Granite General        100%       2,086,899
          Unsecured Claims

    4B    Malara Guaranty          0%        up to
          Claims                           29,281,000

     5    KBWB General           100%       8,056,750
          Unsecured Claims

     6    KBWB License           100%               0
          General
          Unsecured Claims

     7    WEEK-TV                100%               0
          License General
          Unsecured Claims

     8    WXON General           100%         129,817
          Unsecured Claims

     9    WXON License           100%               0
          General
          Unsecured Claims

    10    Preferred                0%             N/A
          Interests

    11    Class A                  0%             N/A
          Interests

    12    Class B                  0%             N/A
          Interests

    13    Securities               0%               0
          Claims

    14    Subordinated             0%               0
          Claims

Holders of claims in Classes 1A-1F, 4A, 5, 6, 7, 8, and 9, as of
March 2, 2007, are entitled to vote on the Plan.  Classes 2 and 3
are conclusively presumed to accept the Plan and are not entitled
to vote.  Holders of claims in Classes 4B, 10, 11, 12, 13, and 14
are deemed to reject the Plan and are not entitled to vote.

Classes 1A-1F, 4A, 4B, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 are
impaired.  Classes 2 and 3 are unimpaired.

The First Amended Plan provides a full recovery to unsecured
creditors and a partial recovery to Granite's preferred and common
stockholders.  In the aggregate, approximately 90% of the holders
of the Secured Claims have agreed to, or indicated that they
intend to, support the Plan.  Holders of Secured Claims will
transfer a portion of their recoveries to holders of General
Unsecured Claims, Preferred Interests, Class A Interests, and
Class B Interests.  Holders of the Term Loan A Claims and Term
Loan B Claims have also agreed to forego payment in Cash by the
Debtors of postpetition interest subject to the Plan being
confirmed and consummated.

Holders of an additional approximate 17% of the principal amount
of the Debtors' Secured Notes have indicated that they intend to
vote to support the Plan, subject to definitive documentation of a
shareholders' agreement and related documentation, the principal
terms of which have been negotiated and a copy of which
will be included in a Plan Supplement.  

The Debtors disclose that Plan Supplements will be filed with the
Court prior to April 6, 2007.  No later than March 30, documents
to be included in the Plan Supplements will be available at
http://www.nysb.uscourts.gov/as they become available.  

For each month beyond Mar. 31, 2007, until the actual effective
date of the Plan, the valuation level required to provide a
distribution to holders of Preferred Interests increases by
approximately $4,500,000 due to the accrual of postpetition
interest on the Secured Claims at the default rate.

                       Examiner's Report

The Debtors do not believe that the Examiner's Investigation will
uncover any claims held by the Debtors against the holders of
Secured Claims because they contend that the allegations are
wholly without merit.

Silver Point Finance, LLC, concurs in the Debtors' belief, and
additionally believes that the Debtors may hold claims against
Harbinger Capital Partners Master Fund I, Ltd. and GoldenTree High
Yield Master Fund II, Ltd.

In addition, the Debtors believe that their board of directors
fulfilled their fiduciary duties in consummating the Prepetition
Credit Agreement, the Restructuring Support Agreement, and
otherwise.

Harbinger Capital, GoldenTree and MFC Global Investment
Management (U.S.), LLC -- the Preferred Equity Shareholders --
however, believe the matters to be investigated have merit and
could result in damages being recovered by the Debtors resulting
in additional value available to be distributed to holders of
Claims and Interests and, thus, could affect the distributions
contemplated by the Plan.

Although the Debtors do not believe there is any merit to the
allegations that any of their lenders could be deemed an "insider"
of the Debtors or that any avoidable transfers were made to these
lenders, a contrary determination by the Court could have these
consequences:

   (a) the period during which payments made by the Debtors to an
       entity found to be an insider, may be avoided as
       preferential payments may be extended from 90 days before    
       the Petition Date to one year before the Petition Date;
       and

   (b) any ballots cast by an entity found to be an insider may
       not be counted for purposes of determining whether the
       Plan satisfies the requirement for confirmation set forth
       in Section 1129(a)(10).

The Examiner' Report, due on April 2, 2007, will be posted on the
Voting Agent's Web site at http://www.trumbullgroup.com/and will   
be available upon written request to the Voting Agent.

A full-text copy of Granite's First Amended Plan of Reorganization
is available at no charge at:

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

A full-text copy of Granite's Disclosure Statement explaining the
First Amended Plan is available at no charge at:

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

                  About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides      
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).  
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.


GRANITE BROADCASTING: Equity Holders Offer to Infuse $200 Million
-----------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., GoldenTree Master
Fund II, Ltd. and MFC Global Investment Management (U.S.) have
offered to infuse $200,000,000 in cash in Reorganized Granite
Broadcasting Corporation pursuant to a plan of reorganization
term sheet presented by the Preferred Equity Holders to the
Debtors.

The funds, the Preferred Equity Holders propose, will be used to:

   * repay and extinguish the Silver Point Credit Facility of
     $70,000,000, including any accrued but unpaid interest;

   * repay prepetition accrued and unpaid interest of $20,900,000
     under senior notes;

   * establish an interest reserve for the benefit of reinstated
     Senior Notes or the New Senior Notes, as the case may be,
     for $59,200,000, through December 2008;

   * satisfy allowed administrative claims;

   * satisfy allowed unsecured debt;

   * facilitate cash option for holders of Preferred Equity; and

   * provide the post-emergence operating cash balance.

The willingness of the Preferred Equity Holders to invest
$200,000,000 in new cash in Reorganized Granite, behind the
secured debt, demonstrates what the Preferred Equity Holders have
been saying since these cases were filed -- that there is
substantial equity value in Granite's estates -- Mark I. Bane,
Esq., at Ropes & Gray, LLP, in New York, tells the Court.

Bloomberg News says the Preferred Equity Holders would recover 9%
of their investment in Granite under their rival plan.  Under
Granite's Plan, preferred shareholders would share, pro rata, on
2% of the Reorganized company's common stock, Tiffany Kary at
Bloomberg relates.

The Term Sheet implies a valuation of Granite of approximately
$634,000,000, well in excess of the assumed value of roughly
$493,000,000 on which the Debtors' Proposed Plan is premised.

                   Proposed Rights Offering

Mr. Bane informs the Court that the Term Sheet contemplates a
rights offering whereby substantially all holders of allowed
Preferred Equity will be entitled to purchase a pro rata share of
100% of the new class A common stock of the Reorganized Debtors
in exchange for a total cash contribution of approximately
$126,000,000.

The Preferred Equity Holders will fully backstop the Rights
Offering.  In addition, they will infuse an additional
$74,000,000 to repay the Silver Point credit facility in
consideration of 100% of the new class B common stock of the
reorganized Debtors.

Moreover, the Preferred Equity Holders will provide a $25,000,000
revolving liquidity facility to the Reorganized Debtors, states
Mr. Bane.  The Exit Facility will be subordinated to the Senior
Notes.

The Preferred Equity Holders will have the option to (i)
reinstate the outstanding principal balance of Senior Notes or
(ii) provide the holders of the Senior Notes with new notes
having an economic value equal to the Senior Notes.

               Implementation of the Term Sheet

Mr. Bane discloses that to facilitate the implementation of the
Term Sheet, if needed, the Preferred Equity Holders are prepared
to provide a replacement DIP facility in the same amount and
under the same terms as the existing DIP facility, subject to
these exceptions:

   (a) Certain deadlines in the existing DIP facility will be
       extended to allow for adequate time to propose and
       consummate the Preferred Equity Holders' Plan; and

   (b) The replacement DIP facility, and any fees payable to
       the lenders, will be subordinate to the Senior Notes and
       the Silver Point Credit Facility.

          Minority Noteholders Oppose Alternative Plan

Blackport Capital Fund Ltd., Man Mac 3 Limited, Regiment Capital
Ltd., Southpaw Credit Opportunity Master Fund LP and Strategic
Value Credit Opportunities Master Fund, L.P. -- the Minority
Secured Noteholders -- do not believe that the Preferred Equity
Holders' alternative proposal is a viable alternative to
Granite's Plan as it does not provide the basic framework for a
confirmable plan and would leave the Reorganized Debtors in the
same position that led them to file for Chapter 11 protection --
with an extremely over-leveraged balance sheet.

J. Gregory St. Clair, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, states that the carrying costs and
potential refinancing costs associated with the secured debt
contained in the Alternative Proposal fails to provide the
Debtors with the "fresh start" that is the very foundation of the
Chapter 11 process.

The overleveraged balance sheet that would result from the
Alternative Proposal is simply untenable and would almost
certainly result in the Debtors finding themselves forced to
file a subsequent bankruptcy proceeding.

In its simplest terms, the Debtors have not and will not have the
debt capacity to service the $405,000,000 of secured debt that
the Alternative Proposal contemplates, asserts Mr. St. Claire.

The Alternative Proposal assumes a plan confirmation deadline of
June 30, 2007, which is improbable, if not impossible, given the
fact that the Preferred Equity Holders have not yet commenced the
process of obtaining the necessary regulatory approvals, Mr. St.
Claire says.

More importantly, the timeline contemplated by the Alternative
Proposal does not take into account the vigorous opposition an
alternative transaction will face at the hands of the holders of
the secured debt, including the Minority Secured Noteholders, Mr.
St. Claire contends.

Mr. St. Clare notes that the attendant delays and costs caused by
the Alternative Plan will result in increased administrative
expenses and greatly hinder the Debtors' efforts for a successful
reorganization.

Mr. St. Claire states that the proposed treatment of the secured
notes violates the Bankruptcy Code because:

   * the Debtors would not be able to reinstate the Secured Notes
     because the reinstatement would run afoul of various
     covenants contained in a secured notes indenture, which,
     among other things, restrict the Debtors' ability to incur
     new indebtedness.  The Alternative Proposal, however,
     specifically contemplates the incurrence of new debt in the
     form of a $25,000,000 exit facility; and

   * The use of cram-up notes contemplated by the Alternative
     Proposal would require the Debtors to obtain the acceptance
     of a plan containing the notes from a class of creditors
     other than the holders of Secured Notes, but as the holders
     of the Secured Notes are the only creditors of certain of
     the Debtors and given the significant over-leveraging of the
     Debtors that would result from that treatment, the chances
     of the Debtors obtaining the acceptance is effectively nil.

                 About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides      
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).  
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.

The Debtors' exclusive period to file a plan expires on April 10,
2007.


HALCYON LOAN: S&P $15.5 Million Rates Class D Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Halcyon Loan Investors CLO II Ltd./Halcyon Loan
Investors CLO II Inc.'s $379.5 million floating-rate notes due
2021.
     
The preliminary ratings are based on information as of April 16,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:
     
     -- The expected commensurate level of credit support in the    
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the
        bankruptcy remoteness of the issuer.
     
               Preliminary Ratings Assigned

           Halcyon Loan Investors CLO II Ltd./
           Halcyon Loan Investors CLO II Inc.
   
       Class                 Rating           Amount
       -----                 ------        ------------
       A-1-S                 AAA           $270,500,000
       A-1-J                 AAA            $30,250,000
       A-2                   AA             $23,000,000
       B                     A              $18,500,000
       C                     BBB            $21,750,000
       D                     BB             $15,500,000
       Subordinated notes    NR             $31,500,000
   
                       *NR - Not rated.


HANCOCK FABRICS: Hires Morris Nichols as Bankruptcy Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the application of Hancock Fabrics and its debtor-
affiliates to employ Morris, Nichols, Arsht & Tunnell LLP, as
their bankruptcy counsel, nunc pro tunc to March 21, 2007.

The Debtors selected Morris Nichols because of the firm's  
extensive experience and knowledge in the fields of, among other  
things, debtor's and creditors' rights, business reorganizations  
under Chapter 11, and general corporate law, Larry D. Flair,  
secretary of Debtor Hancock Fabrics Inc., told the Court.

In addition, Morris Nichols is familiar with the Debtors'  
business and affairs as the firm has served as the Debtors'  
corporate counsel before the Petition Date, Mr. Flair added.

As the Debtors' bankruptcy counsel, Morris Nichols is expected to:

   (a) advise, represent and prepare necessary documents for and
       on the Debtors' behalf in the areas of DIP financing,
       corporate law, real estate, employee benefits, business
       and commercial litigation, tax, debt restructuring,
       bankruptcy and asset dispositions;

   (b) prosecute any actions commenced by the Debtors, defend any
       actions commenced against the Debtors, negotiate
       litigations where the Debtors are involved and object to
       claims filed against the Debtors' estates;

   (c) prepare or coordinate preparation of motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the bankruptcy
       cases; and

   (d) advise the Debtors with regard to their rights and
       obligations as debtors-in-possession.

The Debtors will pay Morris Nichols according to the firm's  
current hourly rates:

      Professional                 Hourly Rates
      ------------                 ------------
      Partners                     $425 - $625
      Associates                   $220 - $400
      Paraprofessionals               $175
      Case Clerks                     $100

The Debtors will also reimburse Morris Nichols for necessary  
expenses the firm incurred or will incur, including travel,  
photocopying, delivery service, postage, and vendor charges.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,  
in Wilmington, Delaware, assured the Court that his firm does not  
represent any interest adverse to the Debtors and their estates,  
and is a "disinterested person" as the term is defined in Section  
101(14) of the Bankruptcy Code.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty    
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 5,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Court Approves Donlin Recano as Claims Agent
-------------------------------------------------------------
The Hon. Judge Brendan Linehan Shannon of the United States
Bankruptcy Court for the District of Delaware has given final
authority to Hancock Fabrics Inc. and its debtor-affiliates to
hire Donlin, Recano & Company Inc., as their claims, noticing and
balloting agent, effective March 21, 2007, on the terms and
conditions set forth in the parties' employment agreement, as
modified.

All objections to the Debtors' request are deemed withdrawn.

Under the Modified DRCI Agreement, the provision on limitation of
liability is deleted in its entirety.  The Limitation of
Liability provision stated that the Debtors agreed not to hold
Donlin Recano liable for:

   -- any expense of any kind or for any lost profits or damages
      of any kind; and

   -- any loss of business of other consequential damages even if
      Donlin has been advised of the possibility of those
      damages.

As reported in the Troubled Company Reporter on April 2, 2007,
Judge Shannon granted permission to Debtors to employ, on an
interim basis, Donlin, Recano & Company Inc., as claims, noticing
and balloting agent.

As the Debtors' claims, noticing and balloting agent, Donlin  
Recano is expected to:

   (a) prepare and serve required notices in the Debtors' Chapter
       11 cases, including, without limitation, notice under
       Section 341(a) of the Bankruptcy Code, Bar Date Notice,
       notice of hearings on disclosure statements and           
       confirmation of a plan of reorganization, and other
       miscellaneous notices;

   (b) file with the Bankruptcy Court Clerk a declaration of
       service that includes a copy of the notice involved, an
       alphabetical list of persons to whom the notice was served
       and the date and manner of service;

   (c) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (d) promptly comply with other further conditions and
       requirements as the Clerk may at any time prescribe;

   (e) provide claims recordation services and maintain the
       official claims register;

   (f) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis;

   (g) provide other noticing and related administrative services
       as may be required from time to time by the Debtors; and

   (h) assist with, among other things, certain data processing
       and ministerial administrative functions, including, but
       not limited to, functions related to the Debtors'
       schedules of assets and liabilities, statements of
       financial affairs and master creditor lists; and the
       processing and reconciliation of claims.

The Debtors will pay Donlin Recano for the firm's services  
pursuant to a fee schedule.  

The Debtors will also reimburse Donlin Recano for any necessary  
out-of-pocket expenses.

The Debtors will not indemnify Donlin Recano or provide  
contribution or reimbursement related to indemnification.

Louise A. Recano, a principal at Donlin Recano, assured the Court  
that his firm does not represent any interest adverse to the  
Debtors and their estates and is a "disinterested person" as the  
term is defined under Section 101(14) of the Bankruptcy Code.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty   
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 5,
http://bankrupt.com/newsstand/or 215/945-7000).                   


HIGHGATE LTC: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Highgate L.T.C. Management, L.L.C.
        dba Northwoods Rehabilitation and Extend
            Care Facility at Troy
        dba Northwoods Rehabilitation and Extend
            Care Facility at Cortland
        dba Northwoods Rehabilitation and Extend
            Care Facility at Hilltop
        dba Northwoods Rehabilitation and Extend
            Care Facility at Rosewood Gardens
        1805 Providence Avenue
        Niskayuna, NY 12309

Bankruptcy Case No.: 07-11068

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Highgate Manor Group, LLC                  07-11069

Type of Business: The Debtors operates nursing homes.

Chapter 11 Petition Date: April 16, 2007

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: J. Ted Donovan, Esq.
                  Finkel Goldstein Rosenbloom & Nash, L.L.P.
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929

Estimated Assets: Less than $10,000

Estimated Debts: $1 Million to $100 Million

A. Highgate L.T.C. Management, LLC's 20 Largest Unsecured
   Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
G.E. Capital Corp.                                   $4,000,000
2 Bethesda Metro Center,
Suite 600
Bethesda, MD 20814

Long Term Care Risk                                    $795,779
Management
726 Exchange Street,
Suite 900
Buffalo, NY 14210

Nyack Manor Nursing Home                               $700,000
476 Christian Hearld Road
Valley Cottage, NY 10989

National Grid                                          $407,679
300 Erie Boulevard West
Syracuse, NY 13202

Medline Industries, Inc.                               $341,395
P.O. Box 92301
Chicago, IL 60675-2301

Atlas Health Care Linen                                $289,931
Service
414 West Taylor Street
Syracuse, NY 13202

St. Clare's Hospital                                   $234,460

McMillan & Associates, L.L.C.                          $144,897

Quandt's Foodservice                                   $129,377
Distribution

Liberty Mutual                                         $128,199

McKeeson Medical-Surgical                              $125,868

A.M.C.H.-Division of                                   $115,000
Critical Care

Northeast Ventilator                                   $111,370
Rentals, Inc.

Sufco, Inc.                                             $96,671

Cadwalader, Wickersham & Taft                           $95,113

Colonial Insurance                                      $88,120
Agency, L.L.C.

Northeast Nursing Staff                                 $64,560
Services, L.L.C.

Assoc. Geriatric Info                                   $60,175
Network, Inc.

N.Y.S.H.F.A.                                            $51,312

Stevens & Lee                                           $48,749

B. Highgate Manor Group, LLC's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
Long Gill Alliance Company                                   $0
680 Long Hill Avenue
Shelton, CT 06484-4803


IMPERIAL PETROLEUM: Completes New $15.4 Million Credit Facility
---------------------------------------------------------------
Imperial Petroleum Inc. has closed a new credit facility in the
amount of $15.4 million.  The proceeds of the new facility will be
used to:
  
   1) re-finance the company's existing debt;

   2) post a new plugging bond in the State of Louisiana for its
      Coquille Bay operations;

   3) close the acquisition of 31 oil wells in Texas;

   4) fund the company's ongoing development program; and

   5) for general corporate purposes.

The company drew down $9.6 million of the $15 million revolving
credit facility at closing.

"With the completion of the company's new financing, the company
can again focus its attention on growth opportunities and
exploitation of its existing projects," Jeffrey T. Wilson,
president of Imperial, said.  "The company closed the purchase of
31 oil wells in Texas as a part of this new financing and expect
to begin operations to improve production on those wells very
quickly."

                     About Imperial Petroleum

Headquartered in Evansville, Indiana, Imperial Petroleum, Inc.,
(OTCBB:IPMN) -- http://www.iptm.net/-- is an oil and natural gas   
exploration and production company.

The company's balance sheet showed total assets of $4,762,063 and
total liabilities of $10,619,001, resulting to total stockholders'
deficit of $5,856,938 as of Jan. 31, 2007.  


INNOPHOS HOLDINGS: Moody's Rates New $66 Million Sr. Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Innophos Holdings, Inc. and a B3 rating to the company's new
$66 million senior unsecured notes due 2012.

The new notes are being issued by Innophos Holdings, Inc. to
refinance $61 million of debt of its subsidiary, Innophos
Investments Holdings, Inc.  The corporate family rating assignment
is being made to transfer the corporate family rating to Innophos
Holdings, Inc. from Innophos Investments Holdings, Inc.  An SGL-2
speculative grade liquidity rating and a stable rating outlook
were also assigned to Innophos.

Innophos Holdings, Inc.

Ratings assigned:

    * Corporate family rating -- B1

    * Probability of default rating -- B1

    * Speculative grade liquidity rating -- SGL-2

    * $66 million senior unsecured notes due 2012 -- B3, LGD6, 93%

Innophos, Inc.

Ratings affirmed:

    * $50 million guaranteed senior secured revolver due 2009
      -- Ba1, LGD2, 18%

    * $220 million guaranteed senior secured term loan B due 2010
    * -- Ba1, LGD2, 18%

    * $190 million 8.875% guaranteed senior subordinated notes due
      2014 -- B2, LGD5, 71%

Innophos' B1 corporate family rating reflects Moody's concerns
about the company's high (albeit reduced) leverage and modest
size; which are partially offset by high and stable EBITDA margins
and strong cash flow for its rating category. T he rating also
incorporates the potential for Mexican tax liabilities.  However,
we are somewhat comforted by the fact that the Mexican Tax Audit
and Assessment Unit of the National Waters Commission has not
requested payment or security in connection with the revoked Salt
Water Claims resolutions in August 2005, and the recent favorable
New York court ruling affirming a partial summary judgment granted
in 2005 to Innophos against Rhodia, S.A. and affiliates regarding
Innophos' assertion it was entitled to be fully indemnified for
claims asserted by the CNA and that Rhodia is responsible for
required security.

The stable outlook reflects Moody's expectation that the company
will continue to modestly grow its sales and apply free cash flow
towards debt reduction.  Currently, there is little upside to the
ratings given the firm's modest size, significant leverage and
ongoing litigation related to Mexican tax claims.  The ratings
could come under pressure if the company were unable to continue
to generate meaningful operating cash flow (in excess of $35-$40
million p.a.) or if developments in the Mexican tax claims case
(and related litigation against Rhodia) resulted in Innophos being
responsible for meaningful cash payments.

The speculative grade liquidity rating of SGL-2 reflects the
likelihood that Innophos will maintain adequate cash balances,
albeit below recent historical levels prior to the repayment of
debt and that the company will continue to generate positive free
cash flow, have access to its unused (except for letters of
credit) revolving credit facility and have good flexibility under
its financial covenants.

Innophos Holdings, Inc. is the parent holding company of Innophos
Investments Holdings, Inc., which is also a holding company that
owns 100% of Innophos, Inc. Innophos, Inc. (including its
subsidiaries) is the largest North American manufacturer of
specialty phosphate salts, acids and related products serving a
diverse range of customers across multiple applications,
geographies and channels.  Innophos offers a broad suite of
products used in a wide variety of food and beverage, consumer
products, pharmaceutical and industrial applications.
Headquartered in Cranbury, New Jersey, Innophos has plant
operations in the US, Canada and Mexico.  Its revenues for the 12
months ended Dec. 31, 2006 were roughly $542 million.  Innophos
publicly listed its shares in November 2006.


ISAAC BIRMINGHAM: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Isaac Henry Birmingham
        14406 Woodmore Oaks Court
        Bowie, MD 20721

Bankruptcy Case No.: 07-13511

Type of Business: The Debtor filed for Chapter 11 protection on
                  January 30, 2007 (Bankr. D. Md. Case No.
                  07-10942).

Chapter 11 Petition Date: April 17, 2007

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Edward V. Hanlon, Esq.
                  5510 Cherrywood Lane, Suite G
                  Greenbelt, MD 20770
                  Tel: (301) 345-8008
                  Fax: (301) 345-7708

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


JACOBS FINANCIAL: Feb. 28 Balance Sheet Upside-Down by $7 Million
-----------------------------------------------------------------
Jacobs Financial Group Inc. reported a net loss of $240,285 on
total revenues of $207,236 for the third quarter ended
Feb. 28. 2007, compared with a net loss of $485,916 on total
revenues of $91,451 for the same period ended Feb. 28, 2006.  

The net loss in the third quarter ended Feb. 28, 2007, included a
gain on extinguishment of debt of $42,445 related to the waiver of
accrued interest on professional fees incurred in the company's
2002 fiscal year in connection with litigation resulting from a
failed business combination transaction.

Quarterly revenues from the company's investment management
segment were $63,748 and $53,026 for the three-month periods ended
Feb. 28, 2007, and 2006, respectively.  Quarterly revenues from
the company's surety insurance segment increased to $143,488 in
the current quarter from $37,803 in the corresponding period ended
Feb. 28, 2006.

Net Loss from operations decreased to $257,585 in the current
quarter, from $319,800 in the prior period quarter, mainly
resulting from the increase in revenues.

Interest expense for the three-month period ended Feb. 28, 2007,
decreased to $25,183 from interest expense of $166,116 for the
corresponding period ended Feb. 28, 2006, mainly attributable to
the conversion of previous indebtedness of the company, incurred
to fund ongoing operations, to Series B preferred stock.

At Feb. 28, 2007, the company's balance sheet showed $4,314,927 in
total assets, $1,879,117 in total liabilities, and
$9,504,713 in total mandatorily redeemable preferred stock,
resulting in a $7,068,903 total stockholders' deficit.

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?1d51

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Malin, Bergquist & Company LLP expressed substantial doubt about
Jacobs Financial Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended May 31, 2006.  The auditing firm
pointed to the company's significant net working capital deficit
and operating losses.

Headquartered in Charleston, W.Va., Jacobs Financial Group Inc.
(OTC BB: JFGI.OB) -- through its subsidiaries, provides investment
advising, investment management, surety business, security
brokerage, and related services.  Subsidiaries include Jacobs &
Co., which provides investment advisory services; FS Investments,
a holding company organized to develop surety business through the
formation and acquisition of companies engaged in the issuance of
surety bonds, and FS Investment's wholly-owned subsidiary Triangle
Surety Agency, which places surety bonds with insurance companies.  
Subsidiary Crystal Mountain Water holds mineral property in
Arkansas.


JONG LEE: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtors: Jong Yun Lee
         Eun Soo Lee
         13036 Red Admiral Place
         Fairfax, VA 22033

Bankruptcy Case No.: 07-10943

Chapter 11 Petition Date: April 17, 2007

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: John L. Lilly, Jr., Esq.
                  10195 Main Street, Suite I
                  Fairfax, VA 22031
                  Tel: (571) 432-0300
                  Fax: (571) 432-0301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 13 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Nelnet Lns                                  $19,491
P.O. Box 1649
Denver, CO 80201

Tim Jeon                                    $10,000
7617 Little River Turnpike, Suite 520
Annandale, VA 22003

Capital One Bank                             $7,974
11013 West Broad Street
Glen Allen, VA 23060

Caf                                          $5,256

Discover Financial                           $5,050

Beneficial/Household Finance                 $4,610

Droper & Kramer                              $4,147

Branch B & T                                 $4,913

Capital One Bank                             $5,794

U.S. Bank/na Nd                              $5,504

Briarwood Condo Association                    $880

Lillian Court Condo Association                $307

First USA, N.A.                                $244


LIFECARE HOLDINGS: Posts $40.8 Mil. Net Loss in Full Year 2006
--------------------------------------------------------------
LifeCare Holdings Inc. reported a net loss of $40.8 million, as
compared with a net loss of $82.7 million for the year ended
Dec. 31, 2005.  The net loss for the year ended Dec. 31, 2006,
was primarily the result of goodwill impairment charges of
$43.6 million.  For the year ended Dec. 31, 2005, the reported
net loss of $82.7 million was primarily the result of stock
compensation expense of $54.5 million recorded in connection
with the Transactions and impairment charges of $74.2 million
associated with goodwill and identifiable intangible and long-
lived assets.

For the year ended Dec. 31, 2006, the company had net patient
service revenues during the year ended Dec. 31, 2006, of
$325.9 million, as compared with $346.3 million for the same
period in 2005, for a decrease of $20.4 million.  Net patient
service revenue from the company's three New Orleans hospitals
prior to their closure during the year ended Dec. 31, 2005, was
$29.5 million.  Patient days in 2006 were 226,863, as compared
with 242,101 for 2005, for a decrease of 15,238.  The company's
New Orleans hospitals had 20,861 patient days during 2005.  

Total expenses decreased by $72.7 million to $363 million for
the year ended Dec. 31, 2006, as compared with $435.7 million for
the same period in 2005.  In 2006, the company recorded income
tax expense of $3.7 million, which represented an annual effective
rate of about 57.2%, excluding the impact of the $43.6 million
impairment charge, as compared with an income tax benefit of
$6.8 million for 2005, which represented an effective rate of
44.3%, excluding the impact of the $74.2 million impairment
charges.

The company's balance sheet as of Dec. 31, 2006, showed total
assets valued at $536.4 million and total liabilities of
$485.9 million, resulting to total stockholders' equity of
$50.5 million.

                      Overview of Year 2006

During July 2006, the company closed a 40-bed hospital within a
hospital in Edinburgh, Texas.  It opened a 24-bed satellite
hospital within a hospital in Shreveport, Louisiana during August
2006 and a 41-bed satellite hospital within a hospital in
Pittsburgh, Pennsylvania during September 2006.  The company
expanded an existing hospital in Shreveport, Louisiana by seven
beds in November 2006, and opened a satellite 32-bed freestanding
hospital in McAllen, Texas during December 2006.  The licensed
beds at the Shreveport locations were transferred internally
among total licensed beds in the Shreveport market; therefore,
there was no change in total beds in Shreveport.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d42

                     About LifeCare Holdings

LifeCare Holdings Inc. -- http://www.lifecare-hospitals.com/--  
develops and acquires hospitals that operate as long-term acute
care hospitals in the U.S.  As of Dec. 31, 2006, the company
operated 20 hospitals located in nine states, consisting of
12 "hospital within a hospital" long-term acute care facilities
and eight freestanding facilities.  The company has a total of
926 licensed beds and employs about 2,700 full-time and part-time
people.  LifeCare is wholly owned by LCI Holdco LLC, which is a
wholly owned subsidiary of LCI Holding Company Inc., both of which
are privately owned.  There is no public trading market for
LifeCare's equity securities.

                           *     *     *

LifeCare Holdings Inc. carries Moody's Investors Service's B3
corporate family rating and B1 senior secured credit facilities
rating.  The ratings outlook is negative.  LifeCare's senior
subordinated notes have Moody's Caa2 rating.


MAJESTIC STAR: Dec. 31 Balance Sheet Upside-Down by 139.6 Million
-----------------------------------------------------------------
Majestic Star Casino LLC's balance sheet as of Dec. 31, 2006,
showed total members' deficit of $139.6 million, resulting
from total assets of $506.4 million and total liabilities of
$646 million.  The company's December 31 balance sheet also
showed working capital deficit with total current assets of
$40.1 million and total current liabilities of $49 million.

For the year ended Dec. 31, 2006, the company posted a net
loss of $14.3 million on gross revenues of $409.3 million, as
compared with a net loss of $5.3 million on gross revenues of
$307.6 million for the year ended Dec. 31, 2005.

The Majestic Properties contributed $102.8 million of the
increase, with all of the increase resulting from the Trump
Indiana Acquisition. Fitzgeralds Tunica added $1.1 million to
gross revenues, which was offset by a decrease of $2.2 million
at Fitzgeralds Black Hawk.

In the year ended Dec. 31, 2006, as compared with last year,
operating expenses increased $75.9 million, with $77.9 million
of this increase attributable to the Majestic Properties and
specifically the Trump Indiana Acquisition.  Offsetting the
increased operating expenses from the Majestic Properties were
lower expenses at Fitzgeralds Black Hawk and within our corporate
group, as one-time charges occurred in 2005.

The company did not pay any cash dividends during the past three
years, and has no current plan to pay any cash dividends in the
near term.  It is restricted in its ability to pay dividends under
various covenants of its debt agreements.  If the company were to
elect to take these distributions, the company would be required
to pay $4.5 million, in addition to what would be allowable for
distribution in 2007 under the Manager Agreement.

                         Outstanding Debt

The company has significant debt outstanding, including
$45.7 million drawn on its Senior Secured Credit Facility,
$300 million of Senior Secured Notes, $200 million of Senior Notes
and $200,000 of capital leases and other debt.  Including the
$63.5 million of Discount Notes, net of original issue discount,
the company and its parent, Majestic Holdco, issued $303.5 million
of notes in conjunction with the Trump Indiana Acquisition.  The
annual cash interest expense on the debt used to acquire Trump
Indiana is $23.3 million.

                         Budget for 2007

In 2007, in addition to servicing the Company's significant debt
obligations, the company is budgeting to spend $39.8 million on
property improvements, including completing the remodel of the
remaining Fitzgeralds Tunica hotel rooms and remodeling the
Fitzgeralds Tunica casino floor, adding a high limit pit and poker
room, and purchasing equipment, which primarily consists of slot
machines.  The company is also engaged in the Fitzgeralds Black
Hawk expansion and re-building the Rohling Inn, which is
anticipated to cost $16.7 million in 2007 and $30.9 million in
total.  

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d44

                       About Majestic Star

Majestic Star Casino LLC -- http://www.majesticstar.com/--  
directly and indirectly owns and operates riverboat casinos in
Gary, Indiana, Tunica, Mississippi, and Black Hawk, Colorado.  
Majestic Star Holdco LLC, owns 100% of Majestic Star Casino LLC.  
Mr. Barden indirectly holds 100% of the company's membership
interests.


MATRITECH: Postpones Notes Principal & Interest Payments to May 13
------------------------------------------------------------------
Matritech agreed with the holders of more than 90% of the
outstanding principal value of its Series A 15% Secured
Convertible Promissory Notes to defer these holders' receipt of
principal and interest payments scheduled for April 13, 2007 to
May 13, 2007.

Matritech expects to make the payments on May 13, 2007 in shares
of its common stock, consistent with its past practice.

Matritech Inc. (AMEX: MZT) is a biotechnology company that
develops, manufactures, markets, distributes and licenses cancer
diagnostic technologies and products.  It is focused primarily on
the early detection of various types of cancer because treatment
options may be greater and/or more successful and treatment costs
may be lower when tumors are detected in their early stages.  The
company's revenues are derived primarily from product sales.

As of Dec. 31, 2006, the company listed total assets of
$5.5 million, total liabilities of $8.3 million, and commitments
and contingencies of $208,624, resulting to total stockholders'
deficit $2.9 million.

                           Going Concern

PricewaterhouseCoopers LLP raised substantial doubt about
Matritech Inc.'s ability to continue as a going concern citing
recurring losses and negative cash flows from operations after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.


MEDWAVE INC: Posts $1.2 Million Net Loss in Quarter Ended Dec. 31
-----------------------------------------------------------------
Medwave Inc. reported a net loss of $1,235,768 on net sales of
$212,684 for the first quarter ended Dec. 31, 2006, compared with
a net loss of $998,708 on net sales of $247,586 for the first
quarter ended Dec. 31, 2005.

The decrease in revenue was due to the discontinuance of the
Vasotrac(R) monitoring system, due to obsolete parts and aging
technologies.  The Vasotrac(R) will be replaced by FusionTM.

Total operating expenses increased to $1,491,505, compared to
$1,040,276 during the prior period quarter, mainly attributable to
increases in cost of sales and production, sales and marketing
expenses, and general and administrative expenses, partly offset
by a decrease in research and development expenses.

Cost of sales and production increased to $297,346 in the current
quarter compared to $166,471 in the quarter ended Dec. 31, 2005.  
The majority of the 2006 increase reflects an increase in
depreciation expense due to tooling purchases and production scrap
expenses from the discontinuation of the Vasotrax product line.  
In addition, $70,000 in other obsolete inventory was written off
during the quarter.

Sales and marketing expenses increased $33,679.  The increase
primarily relates to an increase in advertising services due to
the hiring of an outside marketing firm and increased expenses for
trade shows during the quarter.                      
     
General and Administrative increased $89,797, mainly resulting
from to severance payments due to the closing of the Danvers,
Mass. office and associated moving expenses.

Interest income was $43,053 and $41,568 for the quarters ended
Dec. 31, 2006 and 2005, respectively.  

At Dec. 31, 2006, the company's balance sheet showed $4,423,452 in
total assets, $872,781 in total liabilities, and $3,550,671 in
total stockholders' equity.  Additionally, accumulated deficit
stood at $35,569,985.

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?1d52

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Carlin, Charron & Rosen LLP, in Westborough, Mass., expressed
substantial doubt about Medwave Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring net losses and accumulated
deficit of approximately $34,000,000 at Sept. 30, 2006.

Headquartered in Arden Hills, Minn., Medwave,Inc. (Nasdaq: MDWV)  
-- http://www.mdwv.com/-- develops, manufacturers and distributes  
sensor-based non-invasive blood pressure solutions.


ML-CFC COMMERCIAL: Moody's Puts Low-B Ratings on Six Certificates
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by ML-CFC Commercial Mortgage Loan Trust 2007-6,
a fixed rate commercial loan pool securitization.  The provisional
ratings issued on March 30, 2007 have been replaced with these
definitive ratings:

Issuer: ML-CFC Commercial Mortgage Trust 2007-6

    - Class A-1, $27,682,000, rated Aaa
    - Class A-2, $170,430,000, rated Aaa
    - Class A-3, $60,689,000, rated Aaa
    - Class A-4, $728,987,000, rated Aaa
    - Class A-1A, $364,360,000, rated Aaa
    - Class A-M, $214,593,000, rated Aaa
    - Class AJ, $107,403,000, rated Aaa
    - Class AJ-FL, $75,000,000, rated Aaa
    - Class A-2FL, $150,000,000, rated Aaa
    - Class B, $42,919,000, rated Aa2
    - Class C, $16,094,000, rated Aa3
    - Class D, $34,872,000, rated A2
    - Class X, $2,145,926,359*, rated Aaa
    - Class E, $18,776,000, rated A3
    - Class F, $24,142,000, rated Baa1
    - Class G, $24,142,000, rated Baa2
    - Class H, $26,824,000, rated Baa3
    - Class J, $5,365,000, rated Ba1
    - Class K, $5,365,000, rated Ba2
    - Class L, $5,364,000, rated Ba3
    - Class M, $5,365,000, rated B1
    - Class N, $5,365,000, rated B2
    - Class P, $5,365,000, rated B3

* Approximate notional amount

Moody's has withdrawn the provisional ratings of these class of
certificates:

    - Class AM-FL, $0, WR
    - Class A-4FL, $0, WR
    - Class Y, $0, WR
    - Class Z, $0, WR


MODAVOX INC: Earns $216,699 in Third Quarter Ended November 30
--------------------------------------------------------------
Modavox Inc. reported net income of $216,699 for the third quarter
ended Nov. 30, 2006, compared with a net loss of $185,614 for the
same period ended Nov. 30, 2005.

For the quarter ending Nov. 30, 2006, revenues increased to  
$868,406 compared to revenues of $509,923 for the quarter ending
Nov. 30, 2005.  Revenues for the quarter ended Nov. 30, 2006,
included $314,919 from the Interactive Media Division
and $553,487 from the Broadcast Media Division while all revenues
in the November 2005 quarter were generated though the Broadcast
Media Division.

At Nov. 30, 2006, the company's balance sheet showed $3,835,140 in
total assets, $716,570 in total liabilities, and $3,118,570 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?1d40

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 20, 2006,
Epstein Weber & Conover P.L.C. in Scottsdale, Ariz., raised
substantial doubt about Modavox Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Feb. 28, 2006.  The auditor pointed
to the company's recurring losses from operations, and working
capital deficit.

                        About Modavox Inc

Modavox Inc. (OTC BB: MDVX.OB) -- http://www.modavox.com/--   
a pioneer in Internet broadcasting, producing and syndicating
online audio and video, offers innovative, effective and
comprehensive online tools for reaching targeted niche communities
worldwide.  Through patented Modavox technology, Modavox delivers
content straight to desktops and Internet-enabled devices.  
Modavox provides managed access for live and on-demand Internet
Radio Broadcasting, E-learning and Rich Media Advertising.


MUZAK HOLDINGS: Plans to Merge with DMX
---------------------------------------
Muzak LLC and DMX Inc. are contemplating a future consolidation.
This combination would be contingent on a sale of the combined
entity to a third party buyer after clearance by federal
regulators.

Accordingly, the companies have submitted a Hart-Scott-Rodino
filing seeking clearance for the transaction.  In the interim,
Muzak and DMX will remain independent companies.

                          About Muzak

Muzak LLC -- http://www.muzak.com/-- creates and designs custom  
sound systems.


MUZAK HOLDINGS: DMX Merger Cues S&P's Positive CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Muzak Holdings LLC and its subsidiary, Muzak LLC, including the
'CCC+' corporate credit ratings, on CreditWatch with positive
implications.  The companies are analyzed on a consolidated basis.
     
"The positive CreditWatch listing follows the company's
announcement that it is contemplating a combination with
competitor DMX Inc.," said Standard & Poor's credit analyst Tulip
Lim.
     
The merger is subject to clearance by the U.S. Department of
Justice.  The combination of the two companies would be contingent
on a sale of the combined entity to an unidentified third-party
buyer.
     
The positive CreditWatch listing indicates the possibility of
upward rating movement if Muzak and DMX are able to sell the
combined entity, operate more efficiently, and maintain adequate
liquidity than on a stand-alone basis.
     
The Fort Mill, South Carolina-based provider of business music
services had about $464 million in consolidated debt and $227.8
million in debt-like preferred stock at Dec. 31, 2006.
     
The CreditWatch listing will be resolved pending a review of the
combined entity.  Termination or delays in completing the
transaction could result in an affirmation of the rating.


NETWORK SOLUTIONS: S&P Revises Recovery Rating on Upsized Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovering rating
on the first-lien credit facilities of Network Solutions LLC
(B/Stable/--).  The bank loan rating is still 'B', at the same
level as the corporate credit rating on the company, but the
recovery rating has been revised to '3' from '2'.  The '3'
recovery rating indicates expectation of meaningful (50%-80%)
recovery of principal in the event of a payment default.
     
Network Solutions upsized its first-lien term loan, to $383
million from $340 million, reducing the recovery prospects for all
first-lien debtholders.  The first-lien credit facilities now
consist of a $25 million revolving credit facility due 2013 and a
$383 million term loan due 2014.
      
Ratings List

Network Solutions LLC
Corporate Credit Rating              B/Stable/--

Rating Lowered

Network Solutions LLC

                                      To                 From
                                      --                 ----
Senior Secured
  First-Lien Credit Facilities        B                  B
   Recovery Rating                    3                  2


NEW CENTURY: Taps O'Melveny & Myers as General Bankruptcy Counsel
-----------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ O'Melveny & Myers as their general bankruptcy
counsel effective as of their bankruptcy filing.

The Debtors need bankruptcy lawyers to prosecute their Chapter 11
cases.  Monika L. McCarthy, New Century's senior vice president
and assistant general counsel, tells the Honorable Kevin J. Carey
that O'Melveny & Myers LLP is well qualified to represent the
Debtors.  For several years, O'Melveny & Myers, Ms. McCarthy
relates, has represented the Debtors as their general outside
corporate counsel, including securities and mergers and
acquisition work as well as employee benefits, outsourcing and
other transactional matters.

Prior to their bankruptcy filing, O'Melveny & Myers commenced
assisting and representing the Debtors in connection with
restructuring matters and their potential bankruptcy filing.  As a
result, Ms. McCarthy says, O'Melveny & Myers has been actively
engaged in representing the Debtors in considering various
possible strategic transactions and ultimately preparing for the
Chapter 11 cases.  The firm is also representing the Debtors in
the pending government investigations.  

Through its representation of the Debtors, O'Melveny & Myers has
acquired detailed knowledge of the Debtors' businesses, financial
affairs and capital structure, as well as the legal issues that
are likely to arise in the Chapter 11 cases, Ms. McCarthy says.

In addition to restructuring, reorganization and bankruptcy
expertise, attorneys at O'Melveny & Myers provide legal services
in virtually every major practice area, including corporate and
securities, litigation, intellectual property, banking, tax,
employee benefits, real estate, government regulation and
international trade.  O'Melveny & Myers has served as counsel to
debtors and creditors in various large and complex bankruptcy
cases, including prior experience representing Wherehouse
Entertainment, Inc., M T S, Inc. dba Tower Records, At Home
Corporation, SeraCare Life Sciences, Inc., and Advanced Marketing
Services, Inc.

As lead counsel, O'Melveny & Myers will:

   (a) advise the Debtors regarding matters of bankruptcy law in
       connection with their Chapter 11 cases;

   (b) advise the Debtors of the requirements of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure,
       applicable local bankruptcy rules pertaining to the
       administration of their cases and U.S. Trustee Guidelines
       related to the daily operation of their business and the
       administration of the estates;

   (c) prepare motions, applications, answers, proposed orders,
       reports and papers in connection with the administration
       of the estates;

   (d) negotiate with creditors, prepare and seek confirmation of
       a Chapter 11 plan and related documents, and assist the
       Debtors with implementation of the plan;

   (e) assist the Debtors in the analysis, negotiation and
       disposition of certain estate assets for the benefit of
       the estates and their creditors;

   (f) advise the Debtors regarding bankruptcy related litigation
       and employment matters;

   (g) represent the Debtors in connection with their pending
       government investigation;

   (h) serve as the Debtors' general outside corporate counsel
       and assist advise and represent the Debtors in general
       corporate, and securities law matters, Securities and
       Exchange Commission compliance matters, corporate
       governance matters, contract review and preparation of
       corporate documentation, and transactional and corporate
       law assistance with respect to asset dispositions and
       negotiation;

   (i) represent the Debtors in connection with employee benefits
       and outsourcing matters; and

   (j) render other necessary advice and services as the Debtors
       may require in connection with their cases.

The Debtors will pay O'Melveny & Myers for its services in
accordance with the firm's hourly rates, and reimburse the firm
for necessary and reasonable expenses.  The firm's attorneys and
personnel who are expected to be principally responsible for the
Debtors' cases and their hourly rates are:

          Ben Logan            $795
          Suzzanne Uhland      $725
          Victoria Newmark     $555
          Brian Metcalf        $540
          Emily Culler         $480

Prior to their Bankruptcy Filing, the Debtors paid the firm
$2,500,000 for fees and expenses for advice and legal services
rendered in connection with restructuring advice and the
preparation and commencement of the Debtors' cases, as well as to
serve as a retainer, Ms. McCarthy informs the Court.  After
deducting fees and expenses previously billed -- and paid -- for
the prepetition legal services plus estimated unbilled prepetition
amounts, roughly $1,900,000 remains as a retainer, which will be
available to be applied to postpetition services.

1During the 90 days prior to their bankruptcy filing, the Debtors
paid $5,900,000 to the firm, Suzzanne Uhland, Esq., a partner at
O'Melveny & Myers, disclosed.

Ms. Uhland attests that her firm is a disinterested person who
does not hold or represent an interest adverse to the estate.  
Moreover, the firm does not have any connection with the Debtors,
their creditors or any other interested party in the case.

                         About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


NEW CENTURY: Selects Richards Layton as Local Counsel
-----------------------------------------------------
Pursuant to Rule 83.5 of the Local Rules of the United States
District Court for the District of Delaware, New Century Financial
Corporation and its debtor-affiliates are required to retain
Delaware counsel.

In this regard, the Debtors seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards
Layton & Finger, P.A., as their local counsel, nunc pro tunc to
their bankruptcy filing.

The Debtors selected Richards Layton as their co-counsel because
of the firm's extensive experience and knowledge in the field of
debtors' and creditors' rights, business reorganizations and
liquidations under Chapter 11 of the Bankruptcy Code, and because
of its expertise, experience, and knowledge in practicing before
the Delaware bankruptcy court, its proximity to the Court and its
ability to respond quickly to emergency hearings and other
emergency matters in the Court, Monika L. McCarthy, New Century's
senior vice president and assistant general counsel, tells the
Honorable Kevin J. Carey.

Since March 8, 2007, Richards Layton has rendered legal services
and advice to the Debtors, Ms. McCarthy relates.  During the
course of this representation, Richards Layton has acquired
knowledge of the Debtors' business, financial affairs and capital
structure.

As local counsel, Richards Layton will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors'
       estates; and

   (d) perform all other necessary legal services in connection
       with the Chapter 11 cases.

The Debtors will pay Richards Layton for its services in
accordance with the firm's hourly rates, and reimburse the firm
for necessary and reasonable expenses.  The firm's attorneys and
personnel who are expected to be principally responsible for the
Debtors' cases and their hourly rates are:

          Mark D. Collins, Esq.         $520
          Michael J. Merchant, Esq.     $390
          Paul N. Heath, Esq.           $350
          Marcos Ramos, Esq.            $315
          Chun I. Jang, Esq.            $225
          Christopher M. Samis, Esq.    $210
          Aja E. McDowell               $165

Ms. McCarthy relates that prior to their bankruptcy filing, the
Debtors paid Richards Layton a $275,000 retainer in connection
with and in contemplation of the Debtors' Chapter 11 filing.  The
Debtors ask the Court to deem the retainer paid to RL&F and not
expended for prepetition services and disbursements as an
evergreen retainer to be held by the firm as security throughout
the Chapter 11 cases until the firm's fees and expenses are
awarded by final order and paid.

The general security retainer is appropriate, Ms. McCarthy tells
the Court.  These types of retainer agreements reflect normal
business terms in the marketplace, Ms. McCarthy says, citing In
re Insilco Technologies, Inc., 291 B.R. 628, 634 (Bankr. D. Del.
2003).  Moreover, the Debtors and the firm are sophisticated
business entities that have negotiated the retainer at arm's
length.  Although the Debtors' postpetition financing arrangement
provides a carve-out for professional claims, there is no
assurance that the Carve-Out will be sufficient to pay the claims
of all professionals.  The Retainer secures Richards Layton's
fees and expenses for work performed in connection with the
Chapter 11 cases.

Michael J. Merchant, Esq., a director at Richards Layton, assures
the Court that the firm's directors and associates do not have
any connection with or any interest adverse to the Debtors, their
creditors, or any other party-in-interest.

                         About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


NEWCOMM WIRELESS: Exclusive Plan-Filing Period Extended to Aug. 27
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Puerto Rico
further extended NewComm Wireless Services Inc.'s exclusive
periods to:

     a. file a plan of reorganization through and including
        Aug. 27, 2007.

     b. solicit acceptances of that plan through Oct. 26, 2007.

The Debtor tells the Court that it had been previously given
permission to sell its assets to PRWireless, Inc.  Although the
sale was approved pursuant to a Sale Order, it has yet to close.
The Debtor says that it needs to receive authorization from the
Federal Communications Commission to transfer its licenses to PRW.

In addition to devoting substantial resources to the marketing and
sale process, the Debtor discloses that in the weeks after its
bankruptcy filing, it has worked to:

    (i) commence the build-out and enhancement of its network to
        improve service to its subscribers and to introduce new
        services;

   (ii) stabilize its business operations;

  (iii) respond to inquiries from subscribers and creditors
        regarding its chapter 11 filing; and

   (iv) evaluate its many executory contracts.

The Debtor further says that along with its advisers, it has
undertaken to review the myriad claims filed in its case and is in
the process of preparing its first omnibus objection to claims.
Furthermore, the deadline for Governmental Units to file claims in
this case will not pass until after the Current Plan Deadline.

The Debtor discloses that it has recently commenced a litigation
against a group of entities the Debtor has referred to in other
papers in this case as the "Telefonica Group" seeking to, among
other things, subordinate and recharacterize tens of millions of
dollars of claims.  No answer or other response has been received
to date in that case.

The Debtor contends that absent further review and analysis of the
validity, amount and priority of those claims that have been
asserted to date against the Debtor's estate, as well as those
that may be filed, the Debtor believes that it will be difficult
to file a disclosure statement that contains "adequate
information" to satisfy its obligations under Section 1125 of the
Bankruptcy Code.

                     About NewComm Wireless

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto Rico
market.  The company is a joint venture between ClearComm,
L.P. and Telefonica Larga Distancia.  The company filed for
chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case No.
06-04755).  Carmen D. Conde Torres, Esq., at C. Conde & Assoc. and
Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal
LLP represent the Debtor in its restructuring efforts.  Mark J.
Wolfson, Esq. at Foley & Lardner LLP and Sergio A. Ramirez de
Arellano, Esq., at Sergio Ramirez de Arrelano Law Office represent
the Official Committee of Unsecured Creditors.  In its schedules,
the Debtor disclosed total assets of $111,652,190 and total debts
of $190,695,559


NEXTCARD CREDIT: Failure to Pay Balance Cues S&P's 'D' Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D asset-backed notes issued by NextCard Credit Card
Master Note Trust's series 2001-1 to 'D'.
     
The defaults of the notes reflect the transaction's failure to pay
the outstanding principal balance of the class C and D notes in
full on its legal final maturity date of April 16, 2007.  An
elevated and sustained charge-off rate has caused write-downs of
$32,011,011 and $24,500,000 on the class C and class D notes,
respectively, which were not reimbursed on the bond's final
maturity date.
     
Based on the transaction's defined finance charge and principal
allocation percentage, these notes are not entitled to receive any
trust collection payments once the invested amounts have been
written down to zero.  Amounts in the spread account are used to
cover monthly interest shortfalls.  Funds in the spread account
can also be used to make any principal payments owed to the
noteholders on the legal final maturity date.  The spread account
draws have been used to cover shortfalls in monthly interest
payments to the noteholders.  The remaining balance of the spread
account, however, is insufficient to fully reimburse the
noteholders' previous written-down principal balances.
   
                        Ratings Lowered
   
            NextCard Credit Card Master Note Trust
               Asset-backed notes series 2001-1
                            Rating
                            ------
                  Class     To         From
                  -----     --         ----
                   C         D          CCC-
                   D         D          CC


NORTH AMERICAN: DIP Financing Maturity Date Extended to January 8
-----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania extended, until
Jan. 8, 2008, the maturity date of the Debtor-In-Possession Credit
Agreement entered into by North America Refractories Company and
its debtor-affiliates, and their DIP lender, JAN 2002 Funding,
LLC.

The Debtors determined, during their bankruptcy filing, that a
$20,000,000 line of credit was necessary in order meet their
operating expenses and continue operating their businesses during
the bankruptcy case, with the ultimate goal of rehabilitating
their business and proposing a plan of reorganization.  NARCO's
predecessor, Honeywell International Inc., agreed to provide the
$20 million loan through its affiliate, the DIP Lender.

The Debtors believe that the extension will provide them with
adequate resources to meet all post-petition obligations as and
when they become due.

                     About North American Refractories

Based in Pittsburgh, Pennsylvania, North American Refractories
Company was engaged in the manufacture and non-retail sale of
refractory bricks and related products.  

The company and its affiliates sought chapter 11 protection on
January 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to products containing asbestos
containing it manufactured.

James J. Restivo, Jr., Esq., David Ziegler, Esq., and Brian T.
Himmel, Esq., at Reed Smith LLP represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed $27,559,000,000 in assets and $18,634,000,000
in debts.

                             Plan Update

On Jan. 27, 2006, the Debtors filed their Combined Disclosure
Statement accompanying the Amended Plan.  On Jan. 30, 2006, the
Court entered an order approving the Combined Disclosure
Statement.  The confirmation hearing on the Amended Plan commenced
on June 5, 2006, was continued to October 26-27, 2006, continued
again to Nov. 17, 2006, and continued again to March 16, 2007.

Classes that are impaired have voted to accept the Amended Plan by
more than 50% in number and 2/3 in amount.  With respect to the
NARCO Asbestos Trust, the Amended Plan has been accepted by 95.88%
of the voters holding 93.15% of the claims.


NORTH AMERICAN: Court Extends Plan Solicitation Period to June 30
-----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania extended, until
June 30, 2007, the solicitation period wherein North America
Refractories Company and its debtor-affiliates can solicit
acceptances of their plan of reorganization.

The Debtors believe that it would be in their best interests to
align the NARCO Solicitation Period with Global Industrial
Technologies, Inc.'s Solicitation Period, which is on
June 30, 2007, pending an approval.  GIT and its debtor-affiliates
are refractory manufacturers operating under the names Harbison-
Walker and A.P. Green (Bankr. W.D. Pa. Case No. 02-021626).

The Debtors claim that their cases are related to GIT's Chapter 11
proceedings.  The Debtors want to align their respective schedules
with GIT so as to permit a single coordinated effort to obtain
confirmation of the plans in each case, and as a "precautionary
measure" in order to protect their reorganization.

                          About NARCO

Based in Pittsburgh, Pennsylvania, North American
Refractories Company was engaged in the manufacture and non-
retail sale of refractory bricks and related products.  

The company and its affiliates sought chapter 11 protection on
January 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to products containing asbestos
containing it manufactured.

James J. Restivo, Jr., Esq., David Ziegler, Esq., and Brian T.
Himmel, Esq., at Reed Smith LLP represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed $27,559,000,000 in assets and $18,634,000,000
in debts.

                             Plan Update

On Jan. 27, 2006, the Debtors filed their Combined Disclosure
Statement accompanying the Amended Plan.  On Jan. 30, 2006, the
Court entered an order approving the Combined Disclosure
Statement.  The confirmation hearing on the Amended Plan commenced
on June 5, 2006, was continued to October 26-27, 2006, continued
again to Nov. 17, 2006, and continued again to March 16, 2007.

Classes that are impaired have voted to accept the Amended Plan by
more than 50% in number and 2/3 in amount.  With respect to the
NARCO Asbestos Trust, the Amended Plan has been accepted by 95.88%
of the voters holding 93.15% of the claims.


PACIFIC LUMBER: Section 341(a) Meeting Scheduled on May 2
---------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 3, will
convene a meeting of creditors of Scotia Development LLC and its
debtor subsidiaries on May 2, 2007, at 10:00 a.m., at 606 N.
Carancahua, Suite 1107, in Corpus Christi, Texas.  This is the
first meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

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

                       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: Daniel Kelly Resigns as Finance VP and CFO
------------------------------------------------------
The Pantry Inc. reported that Daniel J. Kelly, its Vice President,
Finance, Chief Financial Officer and Secretary, notified the Board
of Directors of the company that he intends to resign from his
positions.

"It was a difficult decision, but for personal and health reasons
and a desire to spend more time with my family, I decided to
reduce my professional commitments," " Mr. Kelly stated.  

Commenting on Mr. Kelly's resignation, Peter J. Sodini, Chairman
and Chief Executive Officer, stated:  "We appreciate Dan's
financial leadership during his tenure with us and I have enjoyed
working with him.  We now undertake a search for a new CFO, and
Dan has indicated he will be available until Nov. 30, 2007, to
help effect a smooth transition and to provide financial advice
after the appointment of a new CFO.  We thank him for his service
and look forward to continuing to work with him in this process."

                       About The Pantry Inc.

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/--operates convenience    
store chains in the southeastern United States.  As of
Jan. 18, 2007, the company operated 1,524 stores in eleven states
under select banners including Kangaroo Express(SM), its primary
operating banner.

                          *     *     *

Moody's Investors Service upgraded Pantry Inc.'s B1 rating n
$250 million first lien senior secured revolving credit facility
to Ba3.  The rating outlook is negative.


PENINSULA GAMING: Dec. 31 Balance Sheet Upside-Down by $56.5 Mil.
-----------------------------------------------------------------
Peninsula Gaming LLC reported members' deficit of $56.5 million,
which resulted from total assets of $353.8 million, and total
liabilities of $410.3 million as of Dec. 31, 2006.  The company
decreased its accumulated deficit to $65.5 million in 2006 from
$79.6 million in 2005.

For the year ended Dec. 31, 2006, the company generated total net
revenues of $234.4 million and a net income of $6.3 million, as
compared with total net revenues of $169.1 million and a net loss
of $3.4 million for the year ended Dec. 31, 2005.

Increase in revenues was primarily related to an increase in
casino revenues at DJW of $49.4 million.  Also contributing to the
increase is an increase in OED's casino revenues of $11.3 million
to $106.6 million in 2006 from $95.3 million in 2005.

The company's cash balance increased $44.1 million to
$56.9 million at Dec. 31, 2006, from $12.8 million at Dec. 31,
2005.

Cash flows from operating activities were $41.8 million in 2006,
an increase of $20.3 million when compared to $21.5 million in
2005.  The increase is primarily due to an increase in net income
of $21.8 million and a decrease in operating assets and
liabilities changes of $2.2 million primarily related to an
increase in long-term assets at DJL related to the DRA agreement.  
Cash flows used in investing activities during 2006 were
$32 million and cash flows from financing activities during 2006
of $34.3 million.

As of Dec. 31, 2006, the company had no outstanding balances under
the revolver portion and $4.7 million outstanding under the term
loan portion of the PGL Credit Facility or Peninsula Gaming LLC
Credit Facility, and outstanding letters of credit of about
$900,000.  In addition, as of Dec. 31, 2006, DJW or Diamond Jo
Worth LLC had no outstanding balances under the DJW Credit
Facility and outstanding letters of credit of about $300,000.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d4c

                      About Peninsula Gaming

Headquartered in Dubuque, Iowa, Peninsula Gaming LLC owns and
operates the Evangeline Downs pari-mutuel horse racetrack and
casino in Opelousas, Louisiana, and the Diamond Jo riverboat
casino in Dubuque, Iowa.  Through a wholly owned unrestricted
subsidiary, the company is in the process of constructing a new
casino property in Worth County, Iowa.

                          *     *     *

Peninsula Gaming LLC's $22 million senior secured notes due 2012
carry Standard & Poor's Ratings Services affirmed its 'B' rating.  
The notes are add-on to the company's existing $233 million senior
secured notes due 2012.


PLEASANT CARE: Wants Court Approval on Joseph Tutera as COO
-----------------------------------------------------------
Pleasant Care Corporation and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the Central District of
California to employ Joseph C. Tutera as President and Chief
Operating Officer and Carol Van Horst as Chief Clinical Officer

The Debtors also want LTC Services LLC to provide support on an as
needed basis.

Mr. Tutera, as President and COO, will:

   a) have complete control over the Debtors' business operations;        

   b) have exclusive control and decision making power to the
      Debtors' day-to-day business; and

   c) ensure that LTC Services will provide the Debtors' with
      the required additional staffing to enable Mr. Tutera
      perform his services as President and COO.  

Mr. Tutera may not be terminated as President and COO, nor the
scope of his duties diminished without prior approval of the
Court.

Ms. Van Horst will assume control of the Debtors' clinical
matters.

The Debtor tells the court that:

   a) Ms. Van Horst will be compensated a monthly flat rate of
      $25,000;

   b) Mr. Tutera and LTC services will collectively receive a
      monthly flat rate of 125,000.

Mr. Tutera, LTC Services and Ms. Van Horst will receive a timely
reimbursement for their out-of-pocket expenses.

Additionally, Mr. Tutera will receive an amount of $10,000 as
reimbursement for his legal fees and expenses incurred with
Michael Flanagan LLC, Tutera's Counsel, in connection with
securing, negotiating and documenting this transaction.  

Mr. Tutera and Ms. Van Horst assure the Court that their Firms are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Based in La Canada, California, Pleasant Care Corporation and its
affiliates -- http://www.pleasantcare.com/-- provide nursing home
care.  The company and four of its affiliates filed for chapter 11
protection on March 22, 2007 (Bankr. C.D. Calif. Lead Case No.
07-12312).  Ron Bender, Esq., Monica Y. Kim, Esq., and Jacqueline
L. Rodriguez, Esq., at Levene, Neale, Bender, Rankin & Brill LLP,
represent the Debtors.  Samuel R. Maizel, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million and $100 million.


PORTOLA PACKAGING: Feb. 28 Balance Sheet Upside-Down by $91.4 Mil.
------------------------------------------------------------------
Portola Packaging Inc. reported a net loss of $3.3 million for the
second quarter ended Feb. 28, 2007.  This compares with a net loss
of $3.9 million for the second quarter of fiscal year 2006.  
Portola reported sales of $63.7 million for the second quarter of
fiscal year 2007 compared to sales of $63.4 million for the second
quarter of fiscal year 2006, an increase of 0.5%.

Portola reported operating income of $2.4 million for the second
quarter of fiscal year 2007, compared to operating income of
$1.2 million for the second quarter of fiscal year 2006, an
increase of 100.0%.  

Improvements in operating income of $1.2 million for the second
quarter of fiscal 2007 versus the second quarter of fiscal 2006
were mainly the result of lower selling, general and
administration spending in 2007 and the non-recurring patent
litigation settlement costs of $1.5 million recorded in fiscal
year 2006.  These cost reduction activities were offset in part by
the gain on sale of fixed assets of $632,000 recorded last year.

EBITDA decreased $200,000 or 3.5% to $5.5 million in the second
quarter of fiscal year 2007 compared to $5.7 million in the second
quarter of fiscal year 2006.  

Adjusted EBITDA, which excludes the effect of restructuring
charges, gains or losses on the sale of assets and costs relating
to the dissolution of the company's Management Deferred
Compensation Plan, decreased $1.1 million or 16.4% to $5.6 million
in the second quarter of fiscal year 2007 compared to $6.7 million
in the second quarter of fiscal year 2006.  

The $1.1 million decrease in Adjusted EBITDA was driven primarily
by a change of $1 million in foreign exchange versus the same
quarter last year. The company reported a foreign exchange loss of
$300,000 for the second quarter of fiscal year 2007 as compared to
a $700,000 gain reported in the second quarter of fiscal 2006.

Additionally, Adjusted EBITDA was negatively affected by increases
over the prior year of $300,000 in expense for the second quarter
of fiscal 2007 related to customer conversions for newly acquired
business.  These conversion costs are a one time expense of
equipment installed in customer facilities to allow them to
transition their closure business to Portola.

                 Liquidity and Capital Resources

At Feb. 28, 2007, the company had cash and cash equivalents,
including restricted cash, of $3.3 million, an increase of
$700,000 from Aug. 31, 2006.
     
Cash provided by operations decreased $900,000 to $2.8 million for
the six months ended Feb. 28, 2007, from cash provided by
operations of $3.7 million for the six months ended Feb. 28, 2006.
The decrease in cash provided by operations is due to a reduction
in legal and general accruals and a decrease in cash provided by
accounts receivable as compared to the previous period.  
Offsetting these reductions was slower growth in inventory
compared to the prior period and improved financial performance
related to employee cost reductions programs, productivity
enhancements and other cost reduction activities.

Cash used in investing activities increased to $8.3 million for
the six months ended Feb. 28, 2007, compared to cash provided by  
investing activities of $10,000 for the six months ended
Feb. 28, 2006, primarily due to additions to property, plant and
equipment.

At Feb. 28, 2007, the company had total indebtedness of
$211.3 million, $180 million of which was attributable to the
Senior Notes that mature on Feb. 1, 2012.  The remaining
indebtedness of $31.3 million was attributable to the five year
senior revolving credit facility of up to $60 million, maturing of
Jan. 23, 2009.

At Feb. 28, 2007, the company's balance sheet showed
$154.5 million in total assets and $245.9 million in total
liabilities, resulting in a $91.4 million total stockholders'
deficit.

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?1d3e

                     About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,  
manufactures and markets tamper-evident plastic closures used in
the dairy, fruit juice, bottled water, sports drinks,
institutional food products and other non-carbonated beverage
products.  The company also produces a wide variety of plastic
bottles for use in the dairy, water and juice industries,
including various high density bottles, as well as five-gallon
polycarbonate water bottles.  In addition, the company designs,
manufactures and markets capping equipment for use in high speed
bottling, filling and packaging production lines.  The company is
also engaged in the manufacture and sale of tooling and molds used
in the blow molding markets.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's Investors Service affirmed its B1 rating for the company's
$60 million Guaranteed Senior Secured Revolver and its Caa2 rating
for the company's $180 million Guaranteed Senior Unsecured Notes
due 2012.  At the same time, Moody's revised the ratings outlook
to Stable from Negative.


POWER EFFICIENCY: Sobel & Co. Expresses Going Concern Doubt
-----------------------------------------------------------
Sobel & Co., LLC expressed substantial doubt on Power Efficiency
Corp.'s ability to continue as a going concern after auditing the
company's financial statement for the year ended Dec. 31, 2006.  
The auditing firm pointed to the company's recurring losses from
operations, deficiency of cash from operations and lack of
sufficient liquidity to continue its operations.

For the year ended Dec. 31, 2006, the company recorded a net loss
of $5 million, up from a net loss for the year ended Dec. 31,
2005, of $2.6 million.  The company generated revenues totaling
$188,811 for the year 2006, as compared with revenues of $276,405
for the year 2005.  The revenue decrease of $87,594 was mainly
attributable to changes in sales personnel and the resulting
disruptions to sales efforts in 2006.

The balance sheet of the company as of Dec. 31, 2006, showed total
assets valued at $4 million, total liabilities at $2 million,
resulting to total stockholders' equity at $2 million.  

Accumulated deficit as of Dec. 31, 2006, stood at $22.9 million.

                 Financial Condition and Liquidity

Since inception, the company has financed its operations primarily
through the sale of its securities.  In 2006, the company received
about $3.2 million in gross proceeds from a private placement of
its common stock and warrants to purchase common stock.  As of
Dec. 31, 2006, the company has received a total of about
$12.6 million from public and private offerings of its equity
securities, received $300,000 from a bridge note with a
shareholder received about $445,386 under a bank line of credit,
and received $1 million under a line of credit with a shareholder.  

Net cash used for operating activities for the twelve months ended
Dec. 31, 2006, was $2.8 million.  Net cash used for operating
activities for the 2005 was $2.1 million.  Net cash used in
investing activities for fiscal year 2006 was $90,567, as compared
with $4,613 in fiscal year 2005.  

The company expects to increase its operating expenses,
particularly in research and development and selling, general and
administrative expenses, for the foreseeable future in order to
execute its business strategy. As a result, the company
anticipates that operating expenses will constitute a material use
of any cash resources.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d4f

                      About Power Efficiency

Power Efficiency Corp. in Las Vegas, Nevada (OTC BB: PEFF) --
http://www.powerefficiencycorp.com/-- designs, develops, markets  
and sells proprietary solid-state electrical components to reduce
energy consumption in alternating current induction motors.


PTS INC: Lynda Keeton Expresses Going Concern Doubt
---------------------------------------------------
Lynda R. Keeton CPA, LLC raised substantial doubt about the
ability of PTS Inc. to continue as a going concern after auditing
the company's financial statements for the years ended Dec. 31,
2006, and 2005.  Ms. Keeton pointed to the company's limited
operations and continued net losses.

The company obtained revenues of $781,886 for the year ended
Dec. 31, 2006, versus revenues of $52,755 for the prior year-
period.  It incurred a net loss of $1.7 million for 2006 and
$1.6 million for 2005, an increase of $70,000.  The increase in
revenues results from the inclusion of revenue from DAC.  DAC was
acquired in late 2005 with its revenue included in the financial
statements only for the 45-day period from the date of
acquisition.  The previously reported 2005 net sales that were
generated from the operations of Global Links Card Services Inc.,
acquired in December 2004, are now included in discontinued
operations.  Net loss in 2006 was partially offset by non-cash
charges of $89,894 of depreciation and amortization, $716,177 in
stock based expense, $163,294 in financing expense, and $117,864
of impairment expense, increased by a net change in operating
assets and liabilities of $579,039.

As of Dec. 31, 2006, the company listed total assets of
$1.3 million and total liabilities of $1 million, resulting to
total stockholders' equity of $330,394.  The company also listed
an accumulated deficit of $17.9 million as of Dec. 31, 2006.

Cash used by operations was $1.2 million during the year ended
Dec. 31, 2006.  Net cash used by investing activities totaled
$66,413 for the year ended Dec. 31, 2006.  Cash provided by
financing activities for the year ended Dec. 31, 2006, was
$1.3 million.  Cash proceeds from stock sold were $727,604.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d46

                           About PTS Inc.

PTS Inc. (OTC BB: PTSH) -- http://www.ptspi.com/-- manufactures  
and distributes paraplegic and quadriplegic apparatus known in the
market as Glove Box(TM).  The company also offers consulting
services for marketing production design through third party
contractors.  Also, through its subsidiaries, engages primarily in
the sale of plastic stored value cards.   The company also
provides accessibility compliance consulting services.

                           *     *     *

As reported in Troubled Company Reporter on March 22, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Somerset, New Jersey-based PTS.  The rating
outlook is stable.


PW LLC: Chapter 11 Trustee Gets Court Nod to Sell Assets
--------------------------------------------------------
Nancy Knupfer, Chapter 11 Trustee for PW LLC, obtained authority
from the U.S. Bankruptcy Court for the Central District Of
California to sell substantially all of the Debtor's assets.

The auction will be held on May 2, 2007, at Courtroom No. 1475,
255 East Temple Street in Los Angeles, California.

To participate in the auction, all competing bids must be received
not later than 5:00 p.m. on April 23, 2007.

                            Stalking Horse

On Feb. 23, 2007, DB Burbank LLC, the stalking horse bidder,
pursuant to a Binding Term Agreement, proposed to buy all of the
Debtor's assets in exchange for the:

   a) non-filing of reorganization by the Trustee or DB;

   b) non-extension or continuance of the Sale Date;

   c) Trustee's and DB's waiver of any rights to effect
      modification of any of the agreed terms, including the sale
      of the property to DB;
   
   d) waiver of any right to seek to amend order approving the
      Binding Term Sheet or any related Court order;
   
   e) a right of DB to compel the Trustee to sell the property to
      for all the amount owed to DB as of the petition date,
      and to compel the Trustee to execute any and related
      documentation to effectuate the sale.

At the closing of the Sale, the trustee will transfer without
warranty or recourse all of the estate's litigation rights and
claims related to the international church of the foursquare
gospel and the Church Purchase agreement in June 1999, including
any estate causes of action and including all rights and claims to
all deposits paid to the Church.

Headquartered in Santa Monica, California, PW LLC filed for
Chapter 11 protection on November 20, 2006 (Bankr. C.D. Calif.
Case No. 06-16059).  Martin J. Brill, Esq. of Levene, Neale,
Bender, Rankin & Brill LLP represents the Debtor in its
restructuring efforts.  No Official Creditors Committee was
appointed in this case.  In its schedules filed with the Court,
the Debtor disclosed total assets of $55,500,000 and total
liabilities of $49,197,639.  On Dec. 27, 2006, Nancy Knupfer was
appointed as the Debtor's chapter 11 trustee.  John N. Tedford,
Esq., at Danning, Gill, Diamond & Kollitz, represents the chapter
11 trustee.


PW LLC: Court Sets June 29 as General Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set June 29, 2007, as the deadline for all creditors owed money by
PW LLC on account of claims arising prior to Nov. 20, 2006, to
file their proofs of claim.

Proofs of claims must be mailed or delivered by hand on or before
the June 29 Bar Date to the Debtors' Counsel at:

   Martin J. Brill, Esq.
   Levene, Neale, Bender, Rankin & Brill LLP
   Suite 1700
   10250 Constellation Boulevard
   Los Angeles, CA 90067

Headquartered in Santa Monica, California, PW LLC filed for
Chapter 11 protection on November 20, 2006 (Bankr. C.D. Calif.
Case No. 06-16059).  Martin J. Brill, Esq. of Levene, Neale,
Bender, Rankin & Brill LLP represents the Debtor in its
restructuring efforts.  No Official Creditors Committee was
appointed in this case.  In its schedules filed with the Court,
the Debtor disclosed total assets of $55,500,000 and total
liabilities of $49,197,639.  On Dec. 27, 2006, Nancy Knupfer was
appointed as the Debtor's chapter 11 trustee.  John N. Tedford,
Esq., at Danning, Gill, Diamond & Kollitz, represents the chapter
11 trustee.


QUEST DIAGNOSTICS: AmeriPath Purchase Cues Moody's Ratings Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Quest Diagnostics
Incorporated under review for possible downgrade (Baa2 senior
unsecured debt rating).  This rating action follows the recent
announcement that Quest has signed a definitive agreement to
acquire AmeriPath in an all cash transaction valued at
approximately $2 billion, including the assumption of
approximately $770 million in AmeriPath debt (B2 Corporate Family
Rating).

Concurrently, Moody's placed the ratings of AmeriPath under review
for possible upgrade.  Moody's expects the deal to close by the
end of the second quarter of 2007 and is subject to shareholder
and regulatory approval.

Moody's estimates that Quest is paying over two times projected
2008 annual revenue and over 10 times projected 2008 annual
EBITDA, including synergies, for AmeriPath.  Moody's assumes that
Quest will issue a new $1 billion bridge loan in addition to a new
five-year $1.5 billion term loan.  The proceeds will be used to
finance the cash payment being made to AmeriPath's shareholders
and to refinance the debt incurred with Quest's acquisition of
HemoCue, completed in February 2007.  Moody's understands that
Quest will also refinance AmeriPath's outstanding debt with the
transaction expected to close in the second quarter of 2007.

Moody's believes that Quest's ratings could be downgraded, if at
all, by as much as two notches.  The major factor in determining
the outcome of the rating review will be an assessment of Quest's
ability and willingness to repay debt and reduce leverage in the
next two years.

Moody's will also assess:

    (1) the degree and extent that the company curtails the use of
        its free cash flow to purchase its shares;

    (2) the structure and terms of both existing and proposed
        debt, including potential guarantees and security features
        to assess whether there will be any notching difference
        between the different tranches of debt; and

    (3) the effect of greater pricing pressure and contract
        turnover with several key managed care contracts,
        including the United Health contract, which had accounted
        for about 7% of Quest's 2006 revenues.

Despite the high valuation and increase in leverage, Moody's
anticipates that the acquisition will provide several benefits.

First, the combined company will establish a leading position in
cancer diagnostics with a focus on dermapathology, anatomic
pathology and molecular diagnostics, three of the fastest growing
areas in diagnostics testing.

Second, Ameripath's Specialty Laboratories segment will strengthen
the hospital and esoteric testing business of Quest.

Third, the acquisition will accelerate Quest's revenue and
earnings growth, beginning in 2008.

Lastly, Moody's anticipates that Quest will seek to improve the
profitability and internal growth rate of AmeriPath through cost
synergies, leveraging Quest's sales resources, distribution and
infrastructure and the benefits of an expanded testing portfolio.

Ratings placed on review for possible downgrade:

Quest Diagnostics Incorporated:

  * Senior Unsecured Notes, rated Baa2
  * Senior Credit Facility, rated Baa2
  * Senior Unsecured Shelf rating, (P) Baa2
  * Subordinate Shelf rating, (P) Baa3
  * Preferred Shelf rating, (P) Bal

Ratings placed on review for possible upgrade:

Ameripath, Inc:.

  * Senior Secured Revolving Credit Facility, rated Ba2, LGD2, 13%
  * Senior Secured Term Loan B, rated Ba2, LGD2, 13%
  * Corporate Family Rating, B2
  * Probability of Default Rating, B2
  * Senior Subordinated Notes, rated B3, LGD4, 62%

AmeriPath Intermediate Holdings, Inc.:

  * Floating Rate PIK Toggle Notes, rated Caa1, LGD5, 88%

Since the exact terms and structure of the planned debt financing
have not yet been finalized, Moody's notes that the individual
debt ratings will be determined at the conclusion of this review
and will depend on securities and guarantees in determining how
each tranche of debt will be rated.  If AmeriPath's debt is paid
at or about the time of the closing of the acquisition, Moody's
anticipates confirming its ratings and withdrawing them.

Quest Diagnostics Incorporated, headquartered in Teterboro, New
Jersey, is the largest clinical laboratory testing business in the
United States, providing a broad range of routine and esoteric
services to the medical profession.  Revenues were just under
$6.3 billion in 2006.

AmeriPath is a leading national provider of physician based
anatomic pathology, dermapathology and molecular diagnostics
services to physicians, hospitals, national clinical laboratories
and surgery centers.  For 2006, AmeriPath reported revenues of
$752 million.


REMY INT'L: Interest Non-Payment Cues Moody's to Junk Ratings
-------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Remy
International, Inc.:

    * Corporate Family Rating to Ca from Caa3,
    * Probability of Default Rating to Ca from Caa2,
    * guaranteed senior unsecured notes to Ca from Caa3, and
    * senior subordinated notes to C from Ca.

The ratings remain under review for possible further downgrade.

The downgrade reflects Remy's announcement that it has not made
approximately $7 million of interest payments on its 9.325% senior
subordinated notes and has entered into forbearance agreements
with almost 90% of its unsecured noteholders.  There is a thirty-
day interest payment grace period in the interest payment for the
senior subordinated notes.  The forbearance agreements are
expected to facilitate recently announced ongoing discussions with
representatives of a majority of the holders of its outstanding
notes regarding a recapitalization plan to delever the Company's
balance sheet.  According to the company, it continues to have
access to its revolving credit facility, providing liquidity for
the company to continue with the negotiations with its
noteholders.  Remy has made current interest payments on its
second priority floating rate notes, and the rating for this
instrument is unchanged at Caa3, but is included in the review for
downgrade.  While the second-priority senior secured noteholders
have not provided waivers, the fact that their interest was paid
may induce them to forebear from accelerating in order to support
further negotiations.

The review for downgrade reflects the uncertainty associated with
the successful completion of a refinancing initiative combined
with the ongoing challenges in the automotive parts supply sector.  
Remy recently announced that it maintained $25MM of unrestricted
cash and cash equivalents and $48MM of availability under the
revolving credit facility.  Additionally, there is $50 million of
cash from recent asset sales in escrow for the benefit of the
senior secured lenders.  As part of the amendment for Remy to sell
its diesel remanufacturing business, the asset based revolving
credit agreement commitment has been reduced by $40 million.  Remy
also has notified the SEC that it is no longer required to file
reports.

Ratings lowered:

    * Corporate Family Rating, to Ca from Caa3;

    * Probability of Default Rating to Ca from Caa2;

    * $145 million of 8.625% guaranteed senior unsecured notes to
      Ca (LGD4, 69%) from Caa3 (LGD5, 71%);

    * $150 million of 9.375% guaranteed senior subordinated notes,
      to C (LGD6, 91%) from Ca (LGD6 92%);

    * $165 million of 11% guaranteed senior subordinated notes, to
      C (LGD6, 91%) from Ca (LGD6 92%);

Ratings not affected:

    * Caa3 rating for the $125 million of guaranteed second-
      priority senior secured floating rate notes with the LGD
      Assessment changed to (LGD3, 49%) from Caa3 (LGD4, 53%);

The last rating action was on Dec. 13, 2006 when the ratings were
lowered.

The $80 million senior secured term loan and the senior secured
asset based revolving credit facility are not rated by Moody's.

Remy International, Inc., is headquartered in Anderson, Indiana.  
The company is a leading global manufacturer and remanufacturer of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy duty trucks and other heavy duty
vehicles.  Remy International is privately owned in the following
approximate percentages by affiliates of Citicorp Venture Capital
(70%); Berkshire Hathaway (20%); and management/miscellaneous
other investors (10%).  Annual revenues over the last twelve
months approximated $1.4 billion.


ROO GROUP: Moore Stephens Raises Going Concern Doubt
----------------------------------------------------
Moore Stephens PC expressed substantial doubt on the ability of
ROO Group Inc. 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 recurring losses and
negative cash flows from operations.

The company recorded a net loss applicable to common shareholders
of $14.6 million for the year ended Dec. 31, 2006, versus
$9 million for the same period a year earlier.  Revenues were
$9.8 million for the year ended Dec. 31, 2006, versus $6.6 million
for the year ended Dec. 31, 2005.  Operating expenses increased by
$4 million from $4.5 million for the year ended Dec.31, 2005 to
$8.5 million for the year Dec. 31, 2006.

As of Dec. 31, 2006, the company had $20.6 million in total
assets, $4.9 million in total liabilities, and $89,000 in minority
interests, resulting to $15.8 million in total stockholders'
equity.

As of Dec. 31, 2006, the company had working capital of about
$11.8 million with a cash balance of $11.9 million.  Management
believes that there will be an increase in overall expenses to
expand the company's operations on a global basis during 2007.  

Net cash used in operating activities was $12.4 million for the
year ended Dec.31, 2006, as compared with $4.9 million for the
year ended Dec. 31, 2005, an increase of $7.5 million.  The
increase in net cash used in operating activities is primarily the
result of our net loss.  Net cash used in investing activities was
$822,000 for the year 2006, as compared with net cash used in
investing activities for the year 2005 of $714,000, an increase of
$108,000.  Net cash provided by financing activities was
$19.9 million for the year ended 2006, as compared with net cash
provided by financing activities of $10.6 million for the year-ago
period, an increase in net cash provided by financing activities
of $9.3 million.

                      August 2006 Financing

On Aug. 18, 2006, the company entered into a Common Stock Purchase
Agreement pursuant and sold an aggregate of 4,420,000 of shares of
common stock and 2,210,000 warrants to purchase shares of common
stock to 28 accredited investors.  The shares of common stock were
sold at a price of $1.25 per share or an aggregate of about
$5.5 million.  The warrants have an exercise price of $2 per share
and a term of five years.  The company failed to fulfill its
obligations to timely file the Registration Statement and owes
about $166,000 in liquidated damages to the investors.  The
Registration Statement was declared effective on Dec. 27, 2006.

                      November 2006 Financing

On Nov. 14, 2006, the company entered into a Securities Purchase
Agreement pursuant to which we sold an aggregate of 8,378,377
shares of common stock and warrants to purchase 2,513,513 shares
of common stock to 20 accredited investors.  The offering closed
on Nov. 16, 2006.  The shares of common stock were sold at a price
of $1.85 per share or an aggregate of $15.5 million.  Each
investor was issued warrants to purchase a number of shares of
common stock equal to 30% of the number of shares of common stock
purchased.  The warrants have an exercise price of $3 per share
and a term of five years.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d50

                         About ROO Group

ROO Group Inc. (OTC BB: RGRP) -- http://www.roo.com/-- provides  
digital media solutions and technology that enables the
activation, marketing and distribution of digital media video
content over the Internet and emerging broadcasting platforms such
as set top boxes and wireless.  ROO offers turnkey video solutions
for businesses seeking to improve their web presence with video
broadcasts or broadcast their own latest video clips.


SAMARITAN ALLIANCE: Case Summary & 43 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Samaritan Alliance, L.L.C.
             dba Samaritan Hospital
             fdba James Noble Rural Health Care Clinic
             310 South Limestone
             Lexington, KY 40508

Bankruptcy Case No.: 07-50735

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Associated Physicians Services of          07-50736
        Lexington, L.L.C.

      Associated Healthcare Systems of           07-50737
        Lexington, L.L.C.

      Integrated Health Plus, L.L.C.             07-50738

      Kentucky Internal Medicine Group,          07-50739
        P.L.L.C.

Type of Business: The Debtors provide a range of health and
                  wellness services in Lexington, Kentucky.
                  See http://www.samaritanhospital.com/

Chapter 11 Petition Date: April 16, 2007

Court: Eastern District of Kentucky (Lexington)

Judge: William S. Howard

Debtors' Counsel: W. Thomas Bunch, II, Esq.
                  Thomas Bunch, Sr., Esq.
                  Bunch & Brock, Attorneys-at-Law
                  271 West Short Street, Suite 805
                  P.O. Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522

Total Assets: $21,054,795

Total Debts:  $25,645,512

A. Samaritan Alliance, LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sodexho Marriot Management,                          $1,053,846
Inc.
P.O. Box 70060
Chicago, IL 60673

G.E. Healthcare Technologies     lease arrearages      $680,080
P.O. Box 96483
Chicago, IL 60693

Depuy Spine-J&J H.C.S.                                 $593,660
P.O. Box 406663
Atlanta, GA 30384-6663

Biomet, Inc.                                           $566,936
56 East Bell Drive
P.O. Box 587
Warsaw, IN 46581-0587

Pain Care of Kentucky                                  $482,379
P.O. Box 635102
Cincinnati, OH 45263-5102

Citadel Outsource Group,                               $307,516
L.L.C.
162 Imperial Boulevard
Hendersonville, TN 37075

Boston Scientific Meditech                             $295,630
P.O. Box 951653
Dallas, TX 75395-1653

W.L. Gore Assoc., Inc.                                 $294,768
P.O. Box 2400
Flagstaff, AZ 86003-2400

Marshall Emergency Serv.                               $264,000
Assoc.
3205 Summit Square Place,
Suite 100
Lexington, KY 40509

Energy U.S.A.-T.P.C Corp.                              $242,833

Enducare                                               $213,565

Rossa Rossa Assoc.                                     $191,958

Dialysis Clinic                                        $189,450

Wright Medical Technology                              $166,219

Farris Matthew Branan &                                $164,875
Bobango

Ameripath KY, Inc.                                     $160,049

Hill Rom                                               $153,892

Gess Mattingly Atch.                                   $138,310

C.C.M. Management &                                    $132,092
Clearbrook & H.D.C.

Healtcare Management                                    $91,482
Systems

B. Associated Physicians Services of Lexington, LLC's Largest
   Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kentucky Medical Services        value of           $11,956,064
Foundation                       security:
138 Leader Avenue                $43,936
Lexington, KY 40508

C. Associated Healthcare Systems of Lexington, LLC's Two Largest
   Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kentucky Medical Services        value of           $12,000,000
Foundation                       security:
138 Leader Avenue                $292,000
Lexington, KY 40508

Fifth Third Bank                                       $292,000
250 West Main Street,
Suite 100
Lexington, KY 40507

D. Integrated Health Plus, LLC's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kentucky Medical Services        value of           $11,995,206
Foundation                       security:
138 Leader Avenue                $4,794
Lexington, KY 40508

First State Financial, Inc.                            $436,872
3620 Walden Drive, Suite 100
Lexington, KY 40507

Chris Bowe                                              $32,000
92 Summertree Drive
Nicholasville, KY 40356

E. Kentucky Internal Medicine Group, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Commonwealth Physicians                                  $8,606
Billing Service
870 Corporate Drive, Suite 400
Lexington, KY 40503

Lexington Heart Specialists                              $5,000
1760 Nicholasville Road,
Building C, Suite 402
Lexington, KY 40503

L.F.U.C.G.-Division of Revenue   taxes                   $4,455
200 East Main Street
Lexington, KY 40507

Henry Schein/Caligor                                     $3,588

BB&T Bankcard Corporation                                $2,789

Psimer & Associates, Inc.                                $2,350

Snelling Staffing Services                               $1,524

Fifth Third Bank                                         $1,260

Fayette County Public                                      $832
Schools

St. Joseph East                                            $772

Telcove Operations                                         $668

Lexington Medical Society                                  $630

Idearc Media Corp.                                         $463

Windstream Yellow Pages                                    $392

U.K. News                                                  $270

Vax Serve (medical                                         $266
injectibles)

Medical Office Manager                                     $257

Telenet Communications                                     $210

Windstream                                                 $168

Tristate Mailing                                           $100
Systems, Inc.


SANDY ENGINEERING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sandy Engineering, Inc.
        3868 Bengert Street
        Orlando, FL 32808

Bankruptcy Case No.: 07-01452

Type of Business: Founded by Sandy Schneider in 1995, the Debtor
                  is a woman-owned business that started out
                  strictly as a precision laser cutting operation
                  but has expanded to a metal fabrication
                  facility.  See http://sandyengineering.com

Chapter 11 Petition Date: April 16, 2007

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Kevin E. Mangum, Esq.
                  Mangum & Associates, P.A.
                  5100 Highway 17-92, Suite 200
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

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


SASKATCHEWAN WHEAT: Revised Agricore Bid Cues S&P's Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' long-term corporate credit rating, on Saskatchewan Wheat
Pool on CreditWatch with positive implications, following its
revised bid for Agricore United.  At the same time, Standard &
Poor's revised its CreditWatch placement on AU to developing from
positive.
     
The offer from SWP, which AU's board has determined to be a
"superior proposal" to its acquisition agreement with James
Richardson International Ltd., consists of CDN$20 per share in
cash, about 2.2 SWP common shares, or any combination thereof.  
The funds from SWP's four separate subscription receipts offerings
will be used to fully finance the Pool's final offer for the
shares of Agricore United, with the maximum amount of cash SWP
would pay being C$842.6 million.
     
"The proposed combination of SWP and AU would be positive in terms
of market share, synergies, and pricing power," said Standard &
Poor's credit analyst Don Povilaitis.  "The new company would have
a strengthened business risk profile, while the financial profile
will not reflect any incremental debt to finance the purchase,"
Mr. Povilaitis added. On March 28, 2007, SWP received clearance
from the Canadian competition bureau to merge with AU, subject to
certain asset dispositions.
     
JRI has until April 20, 2007, to match SWP's "superior bid."  If
JRI elects not to proceed with a new bid, a CDN$24 million
termination fee would be payable to JRI.  The ratings on SWP and
AU will remain on CreditWatch even if no competing bids emerge
before April 20, after which we will assess the impact of the
merger on the credit profile of the new entity.


SEA CONTAINERS: Services' Panel Hires Kroll as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services Ltd. cases obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to retain Kroll Ltd. as its
financial advisor, nunc pro tunc to Oct. 26, 2006.

Kroll has acted to protect and advance the interests of the
Official Services Committee in the Debtors' bankruptcy cases
since its formation on Oct. 26, 2006.  Kroll's services have
materially benefited the unsecured creditors of Sea Containers
Services, and have served to protect their rights until Kroll's
formal retention.  As a result of its services, Kroll has become
directly familiar with the facts and circumstances surrounding Sea
Containers Services and the issues that the Official Services
Committee will face during the bankruptcy cases.  Kroll and its
professionals are uniquely qualified to advise the Official
Services Committee.

Kroll is expected to:

    a. evaluate the assets and liabilities of the Debtors and
       their affiliates;

    b. analyze and review the financial and operating statements
       of the Debtors and their affiliates;

    c. analyze the business plans and forecasts of the Debtors
       and their affiliates;

    d. provide specific valuation or other financial analysis as
       the Official Services Committee may require;

    e. help with the claim resolution process and related
       distributions;
    
    f. provide consideration of and advice on financial and
       commercial aspects of any plan of reorganization proposed
       as part of the Debtors' bankruptcy cases, including
       preparation, analysis and explanation of the plan to the
       Official Services Committee;

    g. attend meetings of the Official Services Committee and
       their advisors;

    h. assist as required with negotiations among the various
       creditors and stakeholders in the bankruptcy cases;

    i. coordinate Kroll's work with that of other professional
       advisors and assist the Official Services Committee in the
       understanding and interpretation of the work;

    j. coordinate regular communications among the Official
       Services Committee, its professionals, and other parties
       as required, to discuss ongoing matters;

    k. provide accounting advice and expertise to the Official
       Services Committee as required; and

    1. any other matters for which the Official Services
       Committee seeks the financial advisory services of Kroll
       and for which Kroll agrees to provide.

Kroll will be paid for its services based on its standard hourly
rates:

      Designation                    Hourly Rate
      -----------                    -----------
      Partner                           $550
      Director                          $425
      Senior Associate                  $400
      Other Senior Professional      $200 - $295
      Other Staff                     $75 - $150

Gary Squires, Esq., a partner in the corporate advisory and
restructuring group at Kroll, assures the Court that his firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight    
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on June 12, 2007.  (Sea
Containers Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Services' Panel Hires Willkie Farr as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers
Services, Ltd. and its debtor-affiliates' Chapter 11 case obtained
authority from the Honorable Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to employ Willkie Farr &
Gallagher LLP as its counsel, nunc pro tunc to Jan. 22, 2007.

The Official Services Committee represents the interests of Sea
Containers 1983 Pension Scheme and Sea Containers 1990 Pension
Scheme in the Debtors' bankruptcy cases.

The Official Services Committee engaged WF&G as its counsel on
Jan. 22, 2007, and has since acted to protect and advance the
interests of the Committee.  The firm's attorneys have conducted,
and continue to conduct, due diligence in conjunction with its
engagement.  WF&G's services have materially benefited the
Official Services Committee and have served to protect its rights.

WF&G is expected to:

    a. provide legal advice with respect to the Official Services
       Committee's rights, powers, claims, and duties in the
       bankruptcy cases;

    b. represent the Services Committee at all negotiations,
       hearings, and other proceedings;

    c. advise and assist the Services Committee in discussions
       with the Debtors and other parties-in-interest, as well as
       professionals retained by any of the parties, regarding
       the overall administration of the Chapter 11 cases;

    d. assist with the Services Committee's investigation of the
       assets, liabilities, and financial condition of the
       Debtor, and of the operations of the Debtors' businesses;

    e. assist and advise the Services Committee with respect to
       its communications with other creditors;

    f. review and analyze on behalf of the Services Committee all
       pleadings, orders, statements of operations, schedules,
       and other legal documents;

    g. prepare on behalf of the Services Committee all pleadings,
       motions, orders, reports, and other papers in furtherance
       of its interests and objectives; and

    h. perform all other legal services for the Services
       Committee that may be necessary and proper.

The firm will be paid for its services based on its standard
hourly rates, plus reimbursement of actual and necessary expenses
incurred by WF&G.

      Designation                Hourly Rate
      -----------                -----------
      Attorneys                  $265 - $885
      Paralegals                 $150 - $235

The current hourly rates of the professionals that are likely to
be engaged in the Debtors' Chapter 11 cases are:

      Professionals              Designation    Hourly Rate
      -------------              -----------    -----------
      Marc Abrams, Esq.          Partner           $885
      Michael J. Kelly, Esq.     Partner           $725
      Casey Boyle, Esq.          Associate         $460
      Seth Kleinman, Esq.        Law Clerk         $260

Marc Abrams, Esq., a member of WF&G, assures the Court that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  The members and
associates of WF&G do not represent or hold an interest adverse
to the Debtors, their creditors, or any other party-in-interest
in the matters regarding WF&G's engagement, Mr. Abrams adds.

Mr. Abrams can be contacted at:

      Marc Abrams, Esq.
      Willkie Farr & Gallagher LLP
      787 Seventh Avenue
      New York, NY 10019-6099
      Tel: (212) 728-8000
      Fax: (212) 728-8111
      http://www.willkie.com/

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight    
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on June 12, 2007.  (Sea
Containers Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SITESTAR CORP: Bagell Josephs Reports Going Concern Doubt
---------------------------------------------------------
Bagell, Josephs, Levine & Company, LLC raised substantial doubt
about SiteStar Corporation's ability to continue as a going
concern following its audit of the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative net working capital of
$1.1 million.  Bagell Josephs also added that unless the company
is successful in generating new sources of revenue, or obtaining
debt or equity financing, or restructuring its business, the
company is likely to deplete its working capital during 2007.

The company earned $992,385 for the year ended Dec. 31, 2006, as
compared with a net income of $640,114 a year earlier.  Total
revenues for 2006 were $5.6 million, consisting of $5.5 million
Internet service revenue and $87,006 retail revenue.  Total
revenues for 2005 were $3.7 million, consisting of $3.5 million
Internet service revenue and $152,834 retail revenue.

As of Dec. 31, 2006, the company had total assets of $4 million
and total liabilities of $2.3 million, resulting to total
stockholders' equity of $1.7 million.  The company's December 31
balance sheet also showed strained liquidity with total current
assets of $323,755 available to pay total current liabilities of
$1.4 million.  The company recorded an accumulated deficit of
$11.7 million as of Dec. 31, 2006.

Cash and cash equivalents totaled $129,453 and $36,047 at Dec. 31,
2006, and 2005, respectively.  The company had a working capital
deficiency of $1.1 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?1d53

                        About Sitestar Corp.

Headquartered in Lynchburg, Virginia, Sitestar Corporation --
http://www.sitestar.com/-- is an Internet access and computer  
solutions provider that offers narrow and broadband Internet
access, Web hosting and design and other value-added services to
residential and commercial customers.  The company's customers
include residential and commercial accounts throughout the U.S.
and Canada.  

Sitestar's wholly owned subsidiaries include Sitestar.net,
netROVER Inc., Prolynx, SurfWithUs.Net, Lynchburg.net, Advanced
Internet Services, Computers by Design, and CBD Toner Recharge.
The company was founded in 1999 and is traded on the over-the-
counter bulletin board exchange under the symbol SYTE.


SONICBLUE INC: Court Okays Dennis Connolly as Chapter 11 Trustee
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
California issued an order approving the appointment of Dennis J.
Connolly as Chapter 11 trustee in SONICblue Incorporated's case,
Bankruptcy Data said on its Web site Tuesday.

According to the report, the Court order further approves and
directs the immediate posting of a $625,000 bond, $500,000 of
which will be bonded and under the Chapter 11 trustee's immediate
control.  The remaining funds of the estates will be deposited
into a restricted account, the source said.

                   About SONICblue Incorporated

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems Inc., ReplayTV Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  When the
Debtors filed for protection from their creditors, they listed
assets totaling $342,871,000 and debts totaling $335,473,000.


SPECTRUM BRANDS: 8-1/2% Senior Notes Exchange Offer Expires
-----------------------------------------------------------
Spectrum Brands, Inc. disclosed the:

   (i) the expiration, as of 12:00 Midnight, New York City
       time, on April 13, 2007, of the exchange offer for all of  
       the company's outstanding 8-1/2% Senior Subordinated Notes
       due 2013; and

  (ii) the acceptance of the Existing Notes that were validly
       tendered prior to the expiration of the Exchange Offer.

As of 12:00 Midnight, New York City time, on April 13, 2007, a
total of $347,127,000 in principal amount of the Existing Notes,
representing 99.18% of the aggregate outstanding principal amount
of Existing Notes were tendered in the Exchange Offer.  

Approximately $2,296,000 in additional principal amount of the
Existing Notes, representing approximately 0.66% of the aggregate
outstanding principal amount of Existing Notes, were validly
tendered in the Exchange Offer following the expiration of the
consent solicitation on March 29, 2007.  Holders tendering after
March 29, 2007, whose Existing Notes have been accepted by the
company, will promptly receive $950 in principal amount of
Variable Rate Toggle Senior Subordinated Notes due 2013.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC) --
http://www.spectrumbrands.com/-- is a consumer products company  
and a supplier of batteries and portable lighting, lawn and garden
care products, specialty pet supplies, shaving and grooming and
personal care products, and household insecticides.  Spectrum
Brands' products are sold by the world's top 25 retailers and are
available in more than one million stores in 120 countries around
the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Moody's Investors Service lowered Spectrum Brands Inc. corporate
family rating to Caa1 from B3.

Moody's also assigned a B2 rating to Spectrum's proposed new
senior secured term loan and a Caa3 rating to its $350 million
variable rate toggle senior subordinated notes due 2013, which the
company is offering in exchange for the $350 million 8.5% senior
subordinated notes due 2013.  Moody's also lowered the rating of
the company's $700 million 7.375% senior subordinated notes due
2015 and for the original notes to Caa3 from Caa2.

Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Spectrum Brands Inc.'s planned $1.6 billion senior
secured bank financing, which includes a $1.55 billion first-lien
term loan B and a $50 million first-lien letter of credit facility
both maturing in 2013.  A portion of the term loan can be
denominated in Euros and Canadian dollars.  The facilities are
rated 'CCC+' with a recovery rating of '2', indicating the
expectation of substantial recovery of principal in the event of a
payment default.   

Standard & Poor's also assigned a 'CCC-' rating to Spectrum
Brands' planned $350 million variable rate toggle senior
subordinated notes due 2013.


TELESOURCE INT'L: Dec. 31 Balance Sheet Upside-Down by $5.8 Mil.
----------------------------------------------------------------
Telesource International Inc., the construction company, posted
total stockholders' deficit amounting to $5.8 million, a result
of total assets of $11.1 million and total liabilities of
$16.9 million in its balance sheet as of Dec. 31, 2006.

The company's Dec. 31, 2006, balance sheet also showed an
accumulated deficit of $62.9 million, up from an accumulated
deficit of $59.4 million a year earlier.

For the year ended Dec. 31, 2006, the company reported gross
revenues of $5.5 million and a net loss of $3.5 million, as
compared with gross revenues of $5.9 million and a net loss of
$5.4 million for the year ended Dec. 31, 2005.  The company
incurred operating losses of $2.1 million and $4.7 million for
the years ended Dec. 31, 2006, and 2005, respectively.

                        Liquidity

As of Dec. 31, 2006, the company's total liabilities exceeded
total assets by $5.8 million, a $2.4 million improvement over
2005.  The company continues to rely on equity sales to SHBC and
bank financing to support its operations.  Its ability to
refinance its existing bank debt is critical to provide funding to
satisfy the company's obligations as they mature.  As of Dec. 31,
2006, the company had total outstanding debt of $14.6 million of
which $2.5 million is due in 2007.

Cash used in operating activities was $1.3 million and
$3.5 million for the years ended Dec. 31, 2006, and 2005,
respectively.  Funds provided through financing activities
representing either debt or common stock issuance amounted to
$3 million and $2 million for the years ended Dec. 31, 2006, and
2005, respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d54

                  About Telesource International

Telesource International, Inc. (Pink Sheeet: TSCI) --
http://www.telesource.org/-- has three main operating segments,  
power generation, construction of power plants and construction
services, and brokerage of goods and services.  Sayed Hamid
Behbehani & Sons Co. W.L.L., a Kuwait-based civil, electrical and
mechanical construction company, currently controls over 85% of
the company's shares.

The Company conducts its operations through the parent company and
its three subsidiaries located in four geographic locations.  
Telesource International in Lombard, Illinois, U.S.A., the
company's headquarters, that operates a small service for the
procurement, export and shipping of U.S. fabricated products for
use by the company's subsidiaries or for resale to customers
outside of the mainland.  Telesource Fiji Ltd. on island of Fiji
where it maintains and operates diesel fired electric power
generation plants.  Telesource CNMI Inc., on the island of Tinian,
an island in the Commonwealth of Mariana Islands (U.S. Territory),
where it operates a diesel fired electric power generation plant.  
In Saipan, the company maintains offices for coordinating
marketing and development activities in the region.


TEXAS WYOMING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Texas Wyoming Drilling, Inc.
        1421 F.M. 1189, Suite 7
        Weatherford, TX 76087

Bankruptcy Case No.: 07-41650

Type of Business: The Debtor is a drilling contractor and
                  service company operating in Wyoming.
                  See http://www.texaswyoming.com

Chapter 11 Petition Date: April 16, 2007

Court: Northern District of Texas (Fort Worth)

Debtor's Counsel: Jeffery D. Carruth, Esq.
                  Mark A. Castillo, Esq.
                  Stephanie Diane Curtis, Esq.
                  The Curtis Law Firm, P.C.
                  Bank of America Plaza
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
James Proctor                                          $150,000
c/o David Purcell, Esq.
Wells Purcell Kraatz & Brookman
1619 Pennsylvania Avenue
Fort Worth, TX 76104

Allied North America Corp. of Texas                    $141,702
12770 Coit Road, Suite 750
Dallas, TX 75251

Reedy Manufacturing & Repair Service, Inc.             $140,000
P.O. Box 2413
8711 Andrews Highway
Odessa, TX 79760

Farmers Cooperative Association                         $86,442

Humana Insurance Co.                                    $76,230

Inland Machine & Welding Co.                            $39,797

Midsouthern Pipe & Supply, Inc.                         $39,060

Federal Express                                         $37,638

Oil Works, Inc.                                         $35,219

Advanced Pressure, Inc.                                 $34,228

A.I.C.C.O., Inc.                                        $34,228

Lake & Gardenier, L.L.P.                                $26,545

Total Credit Recovery                                   $26,000

Alvarado Bit Service                                    $24,628

Kelly Wire Rope, Inc.                                   $19,553

National Oilwell                                        $17,747

Howard-Turner Manufacturing Co.                         $16,572

Chickasha Mud Pump Repair                               $14,680

Gambler Trucking                                        $14,487

F.B.M. Trading                                          $12,990


TOWNSEND CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Townsend Construction, Inc.
        6741 Corsair Avenue
        Prescott, AZ 86301
        Tel: (602) 307-0837

Bankruptcy Case No.: 07-01693

Type of Business: The Debtor is a semi-custom, custom home
                  builder.  See
                  http://www.townsendhomes.com/

Chapter 11 Petition Date: April 16, 2007

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, P.C.T. Sr.

Debtor's Counsel: Mark J. Giunta, Esq.
                  845 North Third Avenue
                  Phoenix, AZ 85003-1408
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838

Financial condition as of December 31, 2006:

      Total Assets: $35,144,072

      Total Debts:  $34,484,047

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Arizona Department of Revenue    T.P.T. privilege    $1,061,513
1600 West Monroe
Phoenix, AZ 85007

Tri City Homes                   framing labor         $127,780
P.O. Box 26457
Prescott Valley, AZ 86312

K.C.K.C. Cabinets                cabinet               $116,416
7247 1st Street                  materials and
Prescott Valley, AZ 86314        labor

Wargo Construction               concrete sub.         $112,666

Sears Commercial Sales           appliances             $92,295

Best Pick Disposal               Porta Johns and        $77,062
                                 trash removal

Brees Plumbing                   plumbing               $69,644
                                 materials and
                                 labor

Indian Air                       H.V.A.C. sub.          $58,756

Hughes Western                   flooring               $42,005
                                 materials

Allied Building Products         roofing materials      $36,406

Mountain Marble                  marble                 $36,111
                                 materials and
                                 labor

Central Arizona Plumbing         painting               $34,035
                                 materials and
                                 labor

Trueline Engineering             engineering            $34,000

American Home Furnishings        model furniture        $33,422

Santec Engineering               engineering            $30,774

Beth Ford                        property taxes         $28,917

Bennett Oil Company              gas for work           $27,685
                                 vehicles

Helfenstine and Assoc.           C.P.A.                 $18,930

Neumann High Country             overhead door          $18,771
Doors                            sub.

Ed's Construction                block sub.             $17,174


TREY FARMS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Trey Heigle Farms
        111 Depot Drive, Suite B
        Madison, MS 39110
        Tel: (601) 853-8570

Bankruptcy Case No.: 07-01174

Chapter 11 Petition Date: April 16, 2007

Court: Southern District of Mississippi (Jackson)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  587 Highland Colony, Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

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.


TWIN PINES: Auction Sale of All Assets Scheduled on April 26
------------------------------------------------------------
Robert L. Geltzer, Esq., the trustee overseeing the liquidation of
Twin Pines Fuel Corp., obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to sell substantially
all of Twin Pines' assets in Bronx, New York to Myron and Selina
Siegel FLP, subject to higher and better offers.

The assets will be sold at an auction set for April 26, 2007,
8:30 a.m., Eastern Time, at the offices of Bryan Cave LLP,
No. 1290 Avenue of the Americas in New York.

To participate in the auction, competing bids must accompany:

   a) a $210,000 deposit presented in a form of cashier's
      check or certified funds payable to the Trustee;
   
   b) a purchase price offer of at least $2,100,000.

Bids will be in the increments of $25,000.

For more information on the auction, contact Mr. Geltzer at:

   Suite 505
   1556 Third Avenue
   New York 10128
   Tel: (212) 410-0100


U.S. ENERGY: Nears Chap. 11 Exit as Court Okays Pact with ICC
-------------------------------------------------------------
Bankruptcy Law 360 said on its Web site Tuesday that a U.S.
bankruptcy judge has approved a "critical" agreement between the
Illinois Commerce Commission and U.S. Energy Biogas Corporation,
setting the stage for the renewable energy company's emergence
from Chapter 11 next month.

Earlier, U.S. Energy and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to
extend, until April 30, 2007, the exclusive period wherein they
can exclusively file a plan of reorganization.

The Debtors told the Court they require more time to finalize the
terms of the plan.  The Debtors explained that in addition to
their day-to-day operations, their management and employees have
been heavily involved in substantial, expedited litigation, in
fulfilling reporting requirements imposed by the Bankruptcy Code,
in handling operational issues, in negotiating the resolution of
claims, and in marketing the structure and terms of an exit
financing facility.  

Headquartered in Avon, Conn., U.S. Energy Biogas Corp., a
subsidiary of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects    
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  

The Debtor and 31 of its affiliates filed separate voluntary
chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos.
06-12827 through 06-12857).  Joseph J. Saltarelli, Esq., at Hunton
& Williams represents the Debtors in their restructuring efforts.  
Dion W. Hayes, Esq., Joseph S. Sheerin, Esq., and Patrick L.
Hayden, Esq., at McGuireWoods LLP, represent the Official
Committee of Unsecured Creditors.  The Debtors listed total assets
of $35,472,663 and total debts of $90,250,169 in its schedules.


UTIX GROUP: Posts $1.8 Million Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Utix Group Inc. reported a net loss of $1,876,908 for the first
quarter ended Dec. 31, 2006, compared with a net loss of $803,713
for the same period ended Dec. 31, 2005.

Net revenues decreased $255,967 to $180,645 in the quarter ended
Dec. 31, 2006, from $436,612 for the same period in 2005,
primarily due to a decrease in redeemed and expired tickets in
movie, golf, and spa tickets sold through retail channels,
partially offset by an increase in redeemed and expired ski
tickets.

The company had a gross loss of $70,030 for the three month period
ended Dec. 31, 2006, compared to a gross profit of $220,415 for
the three month period ended Dec. 31, 2005.  The gross profit in
the first quarter of fiscal 2005 was primarily attributable to
breakage recognized on prior year retail sales of golf and spa
tickets which exceeded the company's historical averages, while
the gross loss in the current quarter was attributable to higher
costs on ski tickets redeemed, increased fulfillment costs
relating to outsourcing, and royalty fees for license and
distribution rights.

Total operating expenses increased 105% to $1,574,295 as compared
to $767,708 for the three-month period ended Dec. 31, 2005.

Other expense were $232,583 and $256,420 for the three-month
periods ended Dec. 31, 2006, and 2005, respectively.  

At Dec. 31, 2006, the company's balance sheet showed $4,160,596 in
total assets, $3,540,487 in total liabilities, and $620,109 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?1d4b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Vitale, Caturano & Company Ltd., in Boston, expressed substantial
doubt about Utix Group 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 auditing firm
pointed to the company's recurring losses from operations, net
working capital and stockholders' deficits.

                             About Utix

Headquartered in Burlington, Massachusetts, Utix Group Inc.
(OTC BB: UTIX.OB) -- http://www.utix.com/ -- provides gift   
tickets to retail buyers and corporations that are redeemable at
golf courses, ski resorts, spas, and movie theaters in the United
States.  The company's products consist of recreation products,
such as Utix Golf Tickets, SwingPack, and Utix Ski Tickets; and
leisure products, including Utix Spa Ticket and Movie Ticket.  It
distributes its products through prepaid manual plastic gift
tickets to corporations and other business users, as well as sells
prepaid magnetic strip gift tickets through mass merchandise
retail chains.


VANTAGEMED CORP: Dec. 31 Balance Sheet Upside-Down by $3.5 Million
------------------------------------------------------------------
VantageMed Corporation's balance sheet as of Dec. 31, 2006,
showed $3.5 million in total stockholders' deficit, a result
from $1.9 million in total assets and $5.4 million in total
liabilities.  The company's December 31 balance sheet also showed
strained liquidity with $1.8 million in total current assets
available to pay $5.3 million in total current liabilities.  The
company's accumulated deficit as of Dec. 31, 2006, stood at
$82.2 million, versus $81.2 million a year earlier.

For the year ended Dec. 31, 2006, the company generated total
revenues of $11 million and incurred a net loss of $983,000, as
compared with total revenues of $15.3 million and a net loss of
$4.3 million for the year ended Dec. 31, 2005.

                          Audit Concerns

Farber Hass Hurley & McEwen LLP reported that the company has
signed a definitive agreement to be acquired by Nightingale
Informatix Corporation, pending approval by a majority of the
company's stockholders.  The auditing firm added that if the
agreement is not approved, the several factors, among others,
raise substantial doubt about the company's ability to continue
as a going concern.  The factors pointed by Farber Hass were the
company's sustained recurring losses from operations, working
capital deficit of $3.6 million, and stockholders deficit of
$3.5 million as of Dec. 31, 2006.

On Feb. 16, 2007, the company signed a definitive agreement to be
acquired by Nightingale of Ontario, Canada.  The acquisition,
expected to close in the second quarter of 2007, is conditioned
upon a majority vote of the common stockholders and other
customary conditions.  The definitive agreement with Nightingale
calls for the company's stockholders to receive a fixed cash price
of $0.75 per share.  The company had filed materials related to
the proposed merger with the Securities and Exchange Commission
and mailed the definitive proxy statement for the special
stockholders meeting scheduled to take place on April 18, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d56

                      About VantageMed Corp.

VantageMed Corporation -- http://www.vantagemed.com/-- is a  
provider of healthcare software products and services to more than
18,000 physician, anesthesiologist and behavioral health providers
nationwide.  VantageMed's core products include ChartKeeper
Computerized Medical Records software, RidgeMark, Northern Health
Anesthesia, and Helper family of Practice Management products.
All these products are supported by SecureConnect electronic
transaction services.  Its suite of software products and services
automates administrative, financial, clinical and management
functions for physicians and other healthcare providers as well as
provider organizations.


VASOMEDICAL INC: Posts $510,256 Net Loss in Quarter Ended Feb. 28
-----------------------------------------------------------------
Vasomedical Inc. reported a net loss of $510,256 on total revenues
of $1,381,501 for the third quarter ended Feb. 28, 2007, compared
with a net loss of $671,447 on total revenues of $2,841,821 for
the same period 12 months ago.

Revenue from equipment sales declined approximately 76% to
$432,124 for the three-month period ended Feb. 28, 2007, as
compared to $1,807,625 for the same period for the prior year.  
The decline in equipment sales is due primarily to a 70% decline
in the number of equipment shipments and a 28% decrease in
average sales prices.  

Revenue from equipment rental and services for the three-month
period ended Feb. 28, 2007, decreased to $949,377 from revenue of
$1,034,196 for the same three-month period in the prior year.  The
decrease in total revenue resulted primarily from a 7% decline in
service related revenue, and a 66% decline in rental revenue.  

Gross profit declined to $780,646 for the three-month period ended  
Feb. 28, 2007, compared to $1,613,802 for the three-month period  
ended Feb. 28, 2006, principally due to lower sales volume.

Selling, general and administrative expenses decreased $827,485 to
$1,024,688 for the three-months ended Feb. 28, 2007, mainly as a
result of decreased sales and marketing expenditures reflecting  
lower sales and marketing personnel and travel, plus reduced
market research and advertising costs.

Research and development expenses decreased $159,651 primarily
attributable to lower new product development spending and
reduced spending on clinical trials.

At Feb. 28, 2007, the company's balance sheet showed $5,626,633 in
total assets, $3,868,799 in total liabilities, and $1,757,834 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?1d55

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Miller Ellin & Company LLP, in New York, expressed substantial
doubt about Vasomedical Inc.'s ability to continue as a going
concern after auditing the company's financial statements
for the fiscal year ended May 31, 2006.  The auditing firm pointed
to the company's recurring losses from operations and net capital
deficiency.

                      About Vasomedical Inc.

Vasomedical Inc. (OTC BB: VASO.OB) -- http://www.vasomedical.com/    
-- develops, manufactures and markets EECP(R) therapy systems to
deliver its proprietary form of enhanced external counterpulsation
therapy.  EECP(R) therapy is a noninvasive, outpatient therapy
used in the treatment of ischemic cardiovascular diseases,
currently used to manage chronic stable angina and heart failure.  


VERIDIEN CORP: Malone & Bailey Expresses Going Concern Doubt
------------------------------------------------------------
Malone & Bailey PC in Houston, Texas, expressed substantial doubt
on Veridien Corporation's ability to continue as a going concern
after auditing the company's financial statement for the year
ended Dec. 31, 2006.  The auditing firm stated that the company
has suffered recurring losses from operations, has negative cash
flow from operations, and has an accumulated deficit.

The company incurred a net loss of 2.8 million on revenue of
$1.9 million for the year 2006, as compared with a net loss of
$2 million on revenue of $1 million for the comparable period in
year 2005.

As of Dec. 31, 2006, the company listed total assets of
$2.8 million, total liabilities of $1.7 million, and minority
interest of $100,790, resulting to total stockholders' equity of
$993,533.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $1.4 million available to
pay total current liabilities of $1.6 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d57

                         About Veridien

Headquartered in Pinellas Park, Florida, Veridien Corporation
(OTC BB: VRDE) -- http://www.vrde.com/-- is a life sciences  
company that develops, manufactures, distributes, and sells
disinfectants, antiseptics, and sterilants in the U.S. and Canada.


VI-JON INC: Moody's Rates New $210 Million Senior Loan at B2
------------------------------------------------------------
Moody's Investors Service changed the outlook for Vi-Jon, Inc.'s
(formerly known as VJCS Acquisition, Inc.) long term ratings,
including its B2 corporate family rating, to positive from stable.

This rating action reflects the early integration success that Vi-
Jon has achieved since completing its July 2006 merger with
Cumberland Swan as well as the continued stable operating
performance and market position of the company.

At the same time, Moody's also assigned a B2 rating to the
companies' new $210 million senior secured tranche B term loan
credit facility which is being used to refinance the companies'
$153 million term loan B and $55 million senior subordinated
loans.

Moody's also downgraded the ratings of the company's $30 million
senior secured revolving credit facility to B2 from B1 reflecting
the change in the company's capital structure which result in a
higher proportion of senior secured debt.  In accordance with
Moody's Loss Given Default Methodology, a B2 rating for the senior
secured revolving credit facility is appropriate.

The final maturity of the revolving credit facility has been
extended to April 2013.  Ratings for the existing term loan B and
senior subordinated loans will be withdrawn upon completion of the
proposed refinancing.  Final ratings are subject to Moody's review
of final documentation.

"Vi-Jon's B2 corporate family rating is constrained by the
company's small relative scale, its reliance on a few key
customers for more than 60% of its revenue, and its relatively
short history as a unified company," says Moody's Vice President
Janice Hofferber.  "Nevertheless, the ratings are supported by the
prospect for growth in the private label personal care category
given its long-standing relationships with key retailers, its
strong operational and manufacturing capabilities as well as its
proven management track record."  The positive outlook reflects
the early integration success and stable operating performance the
company has demonstrated since completing its July 2006 merger
with Cumberland Swan.  It also considers Moody's expectation that
the company remains on track to fully achieve it annualized merger
synergies and continue to sustain its strong growth rate and
market share trends.

Ratings affirmed include:

    - Corporate family rating of B2,
    - Probability of default rating of B2

Ratings assigned include:

    - $210 million senior secured tranche B term loan facility due
      April 2014 at B2 (LGD 3, 35%),

Ratings downgraded include:

    - $30 million senior secured revolving credit to
      B2 (LGD3, 35%) from B1 (LGD3, 38%).

Ratings to be withdrawn upon completion of the refinancing
include:

    - $156.2 million senior secured term loan B due 2013 at B1
      (LGD 3, 38%);

    - $55 million senior subordinated loans due 2013 at Caa1
      (LGD5, 88%).

Rating outlook is positive.

The last rating action regarding Vi-Jon was on Sept. 21, 2006,
when Moody's upgraded the company's senior secured bank facilities
to B1 from B2 reflecting the implementation of Moody's new
Probability-of-Default and Loss-Given-Default rating methodology
for the US consumer products sector.

St. Louis-based Vi-Jon, Inc. is a private label manufacturer of
personal care products with more than 300 different formulations
and more than 5,000 products across a wide spectrum of categories.  
Vi-Jon is the combination of the July 2006 merger of two leading
personal care private label manufacturers, Vi-Jon Laboratories,
Inc. and Cumberland Swan Holdings, Inc.  Vi-Jon is the direct
subsidiary of VJCS Holdings, Inc., which in turn is owned by
Berkshire Partners and other co-investors including management.


VIASYSTEMS INC: Earns $202.4 Million in Year Ended December 31
--------------------------------------------------------------
Viasystems Inc. earned $202.4 million on net sales of $735 million
for the year ended Dec. 31, 2006, as compared with a net loss of
$81.2 million on net sales of $652.8 million for the year ended
Dec. 31, 2005.  

Cost of goods sold exclusive of items shown separately in the
consolidated statements of operations for the year ended Dec. 31,
2006, was $601.2 million.  Selling, general and administrative
costs were $56.3 million for the year ended Dec. 31, 2006, and
decreased by $9.7 million, as compared with the year ended
Dec. 31, 2005.  Depreciation expense for the year ended Dec. 31,
2006, was $45.4 million, including $39.2 million related to the
company's Printed Circuit Boards segment and $6.2 million related
to our Assembly segment.  The company reported net restructuring
and impairment income of $4.9 million for the year ended Dec. 31,
2006, as compared with net expenses in 2005 of $27.6 million.  
Interest expense net of interest income for the year ended
Dec.  31, 2006, was $30.7 million, as compared with $40.8 million
in 2005.  Income tax expense of $18.5 million and $3.9 million,
respectively, for the years ended Dec. 31, 2006, and 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $625.9 million and total liabilities of $428 million,
resulting to total stockholders' equity of $197.9 million.

The company cut its accumulated deficit to $2.2 billion as of Dec.
31, 2006, from $2.4 billion as of Dec. 31, 2005.

                      Discontinued Operations

On May 1, 2006, the company sold for gross cash proceeds of
$320 million its wire harness business to Electrical Components
International Holdings Company, a newly formed affiliate of
Francisco Partners LP, a private equity firm.  Net cash proceeds
reported in the accompanying consolidated statement of cash flows
for the year ended Dec. 31, 2006, of $307,927 reflect reductions
of the gross proceeds for:

      i) cash of $2,999 on deposit in bank accounts of the
         disposed business on the date of the transaction;

     ii) a $2,419 contractual purchase price adjustment agreed and
         paid to the acquirer in June 2006; and

    iii) transaction costs of $6,655 paid in 2006 related to the
         disposal.

One further contractual purchase price adjustment, which was
accrued at the time of the disposal, is estimated to be about
$2 million and will be paid to the Electrical Components before
May 1, 2007.  In addition, the company is obligated to indemnify
ECI for certain other contingent liabilities, should they
materialize, pursuant to the purchase and sale agreement between
the company and ECI.  For the year ended Dec. 31, 2006, the
company recognized a net gain on the sale of the company's
discontinued wire harness operations of $211.2 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d58

                       About Viasystems Inc.

Headquartered in St. Louis, Missouri, Viasystems Inc. --
http://www.viasystems.com/-- a subsidiary of Viasystems Group   
Inc., provides electronics manufacturing services to original
equipment manufacturers, primarily in the telecommunications,
networking, automotive, consumer, industrial and computer
industries.

                           *     *     *

Viasystems Inc. $200 million Senior Subordinated Notes carries
Moody's Investors Service's Caa1 rating.  The company's debentures
also carry Moody's B3 Corporate Family Rating and LGD5 rating
suggesting note holders will experience a 78% loss in case of
default.


VOLT INFORMATION: Earns $727,000 in Quarter Ended January 28
------------------------------------------------------------
Volt Information Sciences Inc. reported net income of $727,000 for
the first quarter ended Jan. 28, 2007, compared with a net loss of
$377,000 for the fiscal 2006 first quarter.  Net sales for the
fiscal 2007 quarter decreased slightly to $548.8 million, compared
to $549.5 million in last year's comparable quarter.  

The decrease in the current quarter's net sales resulted from a
decrease in Telecommunications Services of $18.7 million,
partially offset by increases in Staffing Services of
$9.3 million, Computer Systems of $5.2 million and Telephone
Directory of $1.8 million.

The company's operating segments reported an operating profit of
$12.5 million in the current quarter, a decrease of $1.1 million,  
or 8%, from the comparable quarter of fiscal 2006.  The change in
operating profit was due to the decreased operating profits of the
Telecommunications Services segment of $1.5 million, and the  
Telephone Directory segment of $100,000, partially offset by an
increase in the Staffing Services segment of $500,000.

General corporate expenses decreased $1.6 million, or 14%, to
$10.3 million from $11.9 million in the first quarter of fiscal
2006, primarily due to a reduction in costs incurred relating to
compliance with the Sarbanes-Oxley Act.

Income before minority interest and income taxes increased by
$763,000, or 175%, compared to the 2006 comparable quarter.  The
first quarter of fiscal 2006 included a charge for minority
interest of $1 million; such minority interest was repurchased
from Nortel Networks Inc. on Dec. 29, 2005.

Commenting on the results for the first quarter, Mr. Steven A.
Shaw, president and chief executive officer of Volt, stated "Tight
control of general and administrative expenses, including year two
savings on Sarbanes Oxley and related audit costs, enabled the
company to post improved year over year results in what is
traditionally our flat quarter of the year.  This year and last
year we reported marked improvement in controlling our workers'
compensation and general insurance costs.  We believe that
controlling the cost of service delivery will make us more
efficient and more competitive."

Cash and cash equivalents, excluding restricted cash, was
$71.8 million at the end of the quarter.  At Jan. 28, 2007, the
company had sold a participating interest in accounts receivable
of $60 million under its $200 million accounts receivable
securitization program and had the ability to finance an
additional $140 million under the facility.

In addition, the company may borrow under a $40 million revolving
secured credit facility and the company's wholly owned subsidiary,
Volt Delta Resources may borrow under a separate $70 million
revolving secured credit facility.  The $40 million revolving
credit facility terminates in April 2008 and the $70 million
revolving secured credit facility terminates in December 2009,
unless extended.  At Jan. 28, 2007, Volt Delta had borrowed
38.9 million under the $70 million credit facility.

At Jan. 28, 2007, the company's balance sheet showed
$740.3 million in total assets, $414 million in total liabilities,
and $326.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 28, 2007, are available for
free at http://researcharchives.com/t/s?1d3d

                      About Volt Information

Volt Information Sciences Inc. (NYSE: VOL) -- http://www.volt.com/
-- provides national Staffing Services and Telecommunications and
Information Solutions with a Fortune 100 customer base.  Operating
through a network of over 300 Volt Services Group branch offices,
the Staffing Services segment fulfills IT and other technical,
commercial and industrial placement requirements of its customers,
on both a temporary and permanent basis.  The Telecommunications
and Information Solutions businesses, which include the
Telecommunications Services, Computer Systems and Telephone
Directory segments, provide complete telephone directory
production and directory publishing; a full spectrum of
telecommunications construction, installation and engineering
services; and advanced information and operator services systems
for telephone companies.

                           *     *     *

Volt Information Sciences' carries Fitch Ratings 'BB-' Issuer
Default Rating.


* Antitrust Practitioner Charles Rule Joins Cadwalader Wickersham
-----------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP disclosed Monday that noted
antitrust lawyer Charles Rule, Esq., will join the firm as the
head of the firm's antitrust practice.  Mr. Rule will be resident
in Cadwalader's Washington, D.C. office.  Mr. Rule, the former
head of the antitrust practice at Fried, Frank, Harris, Shriver
and Jacobson LLP, has represented a number of the world's largest
corporations in connection with private antitrust litigation,
major transactions and civil and criminal investigations by
antitrust authorities around the world.

Cadwalader Chairman Robert O. Link, Jr. stated, "Issues of
competitive risk come into play whether a company is buying,
selling or merging.  Broadening the foundation from which we can
offer antitrust counseling and compliance and litigation services
is a key component of extending our services to a large segment of
our client base.  We look forward to working with Rick to exploit
synergies, enhance services for our clients and take advantage of
new opportunities."

Mr. Rule noted that, "Cadwalader provides a tremendous platform
for my practice.  The firm's Litigation and Corporate Departments
are outstanding and will complement my practice well.  I look
forward to working with the firm's impressive list of diverse
clients, from prominent financial institutions to leading
corporations.  Together with my new colleagues at Cadwalader, I
believe we can provide uniquely capable, knowledgeable and
experienced service.

"In particular, with the convergence of the U.S. and European
markets and the emergence of Chinese businesses in international
transactions, clients now more than ever need a forward-thinking
legal team to help them navigate the maze of conflicting rules and
regulations.  With Cadwalader offices in each of these key
regions, I look forward to helping clients by providing the cross-
border capacity and global insight they need."

Among Mr. Rule's past representations include: Microsoft
Corporation; US Airways Inc.; Northrop Grumman Corporation;
Goldman, Sachs & Co.; the National Basketball Association; Bacardi
& Company Ltd.; and Goodyear Tire and Rubber Co.  He was a key
member of the team that negotiated on behalf of Microsoft a
conclusion to the historic antitrust lawsuit that the U.S. Justice
Department and a number of states pursued against the company.  He
has also been involved in the antitrust clearance of some of the
highest-profile mergers in recent years, including Exxon
Corporation's merger with Mobil Oil Corporation and MGM Mirage in
its acquisition of Mandalay Bay.  He currently represents Delta &
Pine Land Co. in its acquisition of Monsanto.

Mr. Rule joined Fried, Frank, Harris, Shriver & Jacobson LLP in
2001, following his tenure as a partner at the Washington law firm
of Covington & Burling where he was chairman of the firm's
antitrust and trade regulation practice group.  Prior to private
practice, he held various positions with the Antitrust Division of
the U.S. Justice Department, including serving as William Baxter's
special assistant and as acting head of the Division, before, in
1986, becoming the youngest person ever to be confirmed to the
position of Assistant Attorney General in charge of the Antitrust
Division.

"Rick's rich and varied career at the DOJ and in private practice
has resulted in his national reputation for his technical
excellence, legal insight and business acumen.  His experience
fills a strategic niche in our Litigation Department, adding a
level of capability that allows us to better serve clients with
competition matters," stated Gregory A. Markel, Chairman of the
firm's Litigation Department.

A summa cum laude graduate of Vanderbilt University in 1978, Mr.
Rule received his J.D. from the University of Chicago in 1981.
Following law school, he served as a clerk for Chief Judge Daniel
M. Friedman of the former United States Court of Claims (now the
Court of Appeals for the Federal Circuit).  He is listed among the
world's leading antitrust lawyers by a variety of publications,
including Chambers Global: The World's Leading Lawyers for
Business (2006 edition) and Washington's Legal Times.  He has
written extensively and is a frequent lecturer on antitrust and
regulatory topics.

A former distinguished adjunct professor of law at American
University's Washington College of Law, Mr. Rule is a member of
the Advisory Board of BNA's Antitrust & Trade Regulation Report; a
member of the advisory boards of the Washington Legal Foundation
and the Landmark Legal Foundation; sits on the Board of Directors
of the Children's Law Center; and serves on the Visiting Committee
of the University of Chicago Law School.  He is admitted to the
bar in the District of Columbia.

              About Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwalader
serves a diverse client base, including many of the world's top
financial institutions, undertaking business in more than 50
countries in six continents.  The firm offers legal expertise in
antitrust, banking, business fraud, corporate finance, corporate
governance, environmental, financial restructuring and
reorganizations, healthcare, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, real estate, securities and financial institutions
regulation, securitization, structured finance, and tax.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast: Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Tyson's Corner Marriott, Vienna, Virginia
            Contact: 215-657-5551 or http://www.turnaround.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Operational Turnaround Management
         Renaissance Hotel, Syracuse, New York
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Investigation
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Nuts & Bolts of Buying and Selling
         Distressed Companies
            University Club, Chicago, Illinois
               Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   BEARD AUDIO CONFERENCES
      Hospitals in Crisis: The Insolvency Crisis Plaguing    
         Hospitals Across the U.S.
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, Florida
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, Connecticut
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, Pennsylvania
            Contact: http://www.ali-aba.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Working Effectively with
         the Media to Create Publicity for Your Business
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Washington University, St. Louis, Missouri
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Equity Sponsor Panel Breakfast
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 1, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   Networking Organization of Women Visit King Tut Exhibit
      Franklin Institute, Philadelphia, Pennsylvania
         Contact: 215-657-5551 or www.turnaround.org/

May 2-4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Washington University, Arizona
            Contact: http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, New York
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, New York
               Contact: http://www.abiworld.org/
  
May 14-16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual TMA Regional Conference - Texas
         Hyatt Regency Resort & Spa
            Lost Pines, Texas
               Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/
  
May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/
  
BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

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 ***