TCR_Public/070419.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 19, 2007, Vol. 11, No. 92

                             Headlines

ALLIED HOLDINGS: Delays Filing of 2006 Annual Report
ALLIED HOLDINGS: Equity Holders Appeal $15MM Oil Rig Financing
ALLIED HOLDINGS: Gets Interim Nod on Goldman Sachs Exit Financing
AMC ENTERTAINMENT: Posts $6.5 Mil. Net Loss in Qtr. Ended Dec. 28
APW ENCLOSURE: Has Until April 30 to Decide on Warehouse Lease

AURIGA LABORATORIES: Net Loss Drops to $976,410 in First Quarter
AVISTA CORP: Asset Sale Cues S&P's Positive Outlook
BALL CORP: Fitch Holds BB Issuer Default Rating
BALLY TOTAL: Interest Non-Payment Cues Moody's to Cut All Ratings
BANK OF AMERICA: Fitch Lifts Rating on Class K Loans to BB+

BAYOU GROUP: Exclusive Plan-Filing Period Extended to August 28
BROOKSTONE INC: Improved Leverage Cues S&P's Stable Outlook
BROWN SHOE: Earns $65.7 Million in Year Ended December 31
BSML INC: Stonefield Josephson Raises Going Concern Doubt
C&A FLOORCOVERINGS: Inks Credited Agreement with Wachovia & BofA

C&A FLOORCOVERINGS: S&P Rates Proposed $245 Mil. Term Loan at B+
CABLE & CO: Posts $79,300 Net Loss in Quarter Ended December 31
CAPITAL AUTO: Moody's Rates $9.4 Million Class D notes at (P)Ba1
CAVITAT MEDICAL: Wants To Hire Carlos Negrete as Counsel
CIMAREX ENERGY: Sells $350 Million of 7.13% Senior Notes

CLEAR CHANNEL: Amends Merger Deal, Resets Shareholders' Meeting
CREDIT SUISSE: S&P Rates Class Q Certificates at B-
CREST 2000-1: Fitch Holds B- Rating on $21 Million Class D Notes
CREST 2002-IG: Fitch Holds BB+ Rating on $14 Million Class D Notes
CUSTOM FOOD: Organizational Meeting Scheduled for April 24

DAIMLERCHRYSLER AG: Chrysler's Revenues Plummet Amid Sale Talks
DAIMLERCHRYSLER: Boosts Michigan Economy with $1.78BB Investment
DAIMLERCHRYSLER: 2nd-Round Offers Expected for Chrysler, WSJ Says
DELTA PETROLEUM: Commences Common Stock & Senior Notes Offering
DIVERSIFIED ASSET: Fitch Junks Rating on $37 Mil. Class B-1 Notes

DOUBLECLICK INC: Google Buy Offer Cues S&P's Positive Watch
EMAGIN CORP: Recurring Losses Cue Eisner's Going Concern Doubt
ENER1 INC: Malone & Bailey Expresses Going Concern Doubt
FABCO OF BATON ROUGE: Case Summary & Largest Unsecured Creditor
FINANCIAL MEDIA: Feb. 28 Balance Sheet Upside-Down by $3.5 Million

FIRST CONSUMERS: Fitch Withdraws B- Rating on Class C Notes
GENESCO INC: Earns $67.6 Million in Year Ended February 3
GENTEK INC: Reduced Debt Prompts Moody's to Upgrade Ratings
GEORGE PERSON: Voluntary Chapter 11 Case Summary
GRANITE BROADCASTING: Has Until July 9 to Decided on Leases

GRANITE BROADCASTING: Examiner Hires King & Spalding as Counsel
HANCOCK FABRICS: Retains Keen Realty to Sell 123 Retail Leaseholds
IMPSAT FIBER: Deloitte & Touche Raises Going Concern Doubt
INNOPHOS HOLDINGS: Completes Sale of $66 Million of Senior Notes
JOAN FABRICS: Organizational Meeting Scheduled Tomorrow

JOAN FABRICS: Employs Carl Marks as Financial Advisor
LAS VEGAS SANDS: Seeks $5 Billion Senior Credit Facility
LAS VEGAS SANDS: Moody's Rates New $5 Billion Sr. Facility at Ba3
LAS VEGAS SANDS: S&P Rates Proposed $5 Billion Sr. Facility at BB-
LB-UBS COMEMRCIAL: Fitch Lifts Rating on Class N Certs. to BB+

NELLSON NUTRACEUTICAL: Wants Johnson as Compensation Advisor
NEW CENTURY: Wants to Walk Away from 153 Real Property Leases
NEW CENTURY: Wants Until July 31 to File Schedules & Statement
NEW CENTURY: U.S. Trustee Seeks Appointment of Chapter 11 Trustee
NO WIRE: Case Summary & Six Largest Unsecured Creditors

NORTH AMERICAN: Wants Hartford's Objections to Plan Stricken
OMEGA HEALTHCARE: Board Declares Common Stock Dividend Due May 15
ORCHESTRA THERAPEUTICS: LevitZacks Expresses Going Concern Doubt
OSI RESTAURANT: S&P Rates Planned $1.33 Bil. Bank Facility at BB-
PRADO CDO: Moody's Junks Rating on $76 Million Class D Notes

PURADYN FILTER: Webb and Company Raises Going Concern Doubt
QUEST DIAGNOSTICS: Increased Leverage Cues S&P's Negative Outlook
REMINGTON ARMS: Cerberus Offer Prompts Moody's Developing Outlook
REMY INT'L: Interest Non-Payment Cues S&P's D Ratings
ROGERS COMMS: Strong Performance Prompts S&P to Lift Ratings

SEA CONTAINERS: Wants AlixPartners as Financial Advisor
SECURITY NATIONAL: Moody's Rates Class B-2 Certificates at Ba2
SEW CAL: February 28 Balance Sheet Upside-Down by $1.6 Million
SHARP HOLDINGS: S&P Junks Rating on Planned $175 Mil. Term Loan
SIX FLAGS: Completes Offering of Cash Proceeds from the Asset Sale

SKILLSOFT CORP: Moody's Rates Proposed $225 Million Loan at B2
SOUTHAVEN POWER: Exclusive Plan-Filing Period Extended to June 15
TITAN GLOBAL: Feb. 28 Balance Sheet Upside-Down by $13.7 Million
TREY RESOURCES: Bagell Josephs' Expresses Going Concern Doubt
UNIVERSAL HOSPITAL: Bear Stearns Offer Cues S&P's Negative Watch

VIASYSTEMS INC: Earns $202.4 Million in Year Ended December 31
VILLAGEEDOCS INC: KMJ Corbin Raises Going Concern Doubt
VONAGE HOLDINGS: Posts $338 Million Net Loss in Full Year 2006
WALNUT HILL: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: Fitch Holds Low-B Ratings on Six Certificates

WCI COMMUNITIES: Amends Two Credit Agreements with Lenders
WCI COMMUNITIES: Carl Icahn Urges Shareholders to Elect New Board
WERNER LADDER: Court Moves Exclusive Plan Filing Period to May 17

* Focus Management Expands and Opens New Office in Cleveland

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ALLIED HOLDINGS: Delays Filing of 2006 Annual Report
----------------------------------------------------
Allied Holdings, Inc. informed the U.S. Securities and Exchange
Commission that it would be unable to timely file its annual
report on Form 10-K for 2006.

Thomas H. King, Allied Holding's executive vice president and
chief financial officer, states that his company has been unable
to complete all the work necessary to timely file the Annual
Report due to its Chapter 11 filing, and the additional and
critical demands that the filing has placed on the time and
attention of the senior management.

Allied Holdings expects to file the Form 10-K as soon as
practicable after resolution of the pending items and subject to
the additional and critical demands that the Chapter 11 filing
will continue to place on the time and attention of its senior
management.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  The Debtors' exclusive period to
file a chapter 11 plan expires on April 25, 2007.  (Allied
Holdings Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc. http://bankrupt.com/newsstand/or 215/945-7000)

                          Plan Update

On March 2, 2007, the Debtors, Yucaipa and Teamsters filed a Co-
Sponsored Plan and Disclosure Statement explaining that plan.  On
April 2, 2007, they filed an Amended Plan and on April 6 filed a
Second Amended Plan.  The Court approved the adequacy of the
disclosure statement explaining the 2nd Amended Plan on April 6,
2007.  The Court is set to consider confirming the Co-Sponsored
Plan on May 9, 2007.


ALLIED HOLDINGS: Equity Holders Appeal $15MM Oil Rig Financing
--------------------------------------------------------------
Sopris Capital Advisors, LLC, and Aspen Advisors LLC, equity
holders of Allied Holdings, Inc., notify the Honorable Ray Mullins
of the U.S. Bankruptcy Court for the Northern District of Georgia
that they will take an appeal to the U.S. District Court for the
Northern District of Georgia from Judge Mullins' order authorizing
the Debtors:

   (a) to purchase rigs and related equipment from Yucaipa
       Transportation, LLC; and

   (b) on the interim basis, approving a related $15,000,000
       financing for the payment for the equipment.

As reported in the Troubled Company Reporter on April 17, 2007,
Judge Mullins approved the Purchase Agreement entered into by
Allied Systems, Allied Holdings Inc. and Yucaipa Transportation.
Judge Mullins also authorized Allied Systems, on an interim basis,
to borrow up to $15 million from Yucaipa Transportation.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  The Debtors' exclusive period to
file a chapter 11 plan expires on April 25, 2007.  (Allied
Holdings Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc. http://bankrupt.com/newsstand/or 215/945-7000)

                          Plan Update

On March 2, 2007, the Debtors, Yucaipa and Teamsters filed a Co-
Sponsored Plan and Disclosure Statement explaining that plan.  On
April 2, 2007, they filed an Amended Plan and on April 6 filed a
Second Amended Plan.  The Court approved the adequacy of the
disclosure statement explaining the 2nd Amended Plan on April 6,
2007.  The Court is set to consider confirming the Co-Sponsored
Plan on May 9, 2007.


ALLIED HOLDINGS: Gets Interim Nod on Goldman Sachs Exit Financing
-----------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia gave authority, on an interim basis,
to Allied Holdings, Inc. and its debtor-affiliates to enter into
an Exit Financing Option with Goldman Sachs Credit Partners L.P.

The Court previously authorized the Debtors to borrow up to
$230,000,000 from General Electric Capital Corp., Morgan Stanley
Senior Funding, Inc., and Marathon Structured Finance Fund.  The
Existing DIP Facility includes a $130,000,000 revolving credit
line and $100,000,000 in two term loans.  The Debtors obtained an
additional $30,000,000 through a third term loan pursuant to a
fifth amendment to the Existing DIP Facility.

The revolver portion of the Existing DIP Facility will expire on
March 30, 2007, pursuant to a sixth amendment.

The Debtors relates that in a commitment letter, executed
March 16, 2007, Goldman Sachs has agreed to refinance the Existing
DIP Facility along with an Exit Conversion Option.

Pursuant to the Commitment Letter, the Exit Facilities will
consist of $315,000,000 senior secured bank financing, to
include:

   (a) a $230,000,000 senior secured term-loan facility;

   (b) a $50,000,000 senior secured synthetic letter-of-credit
       facility; and

   (c) a $35,000,000 senior secured revolving credit facility.

In general, the Exit Facilities will be used to:

     * refinance the Existing DIP Facility;

     * pay administrative and other related claims;

     * pay fees and expenses associated with the financing and
       the Debtors' exit from Chapter 11; and

     * provide for working capital and other general corporate
       purposes.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Exit Facilities:

    -- resets the Debtors' covenants to reasonable levels
       designed to avoid defaults during the pendency of the
       Debtors' Chapter 11 cases; and

    -- converts to an exit facility that will provide the Debtors
       with sufficient liquidity to operate successfully after
       the effective date of a plan of reorganization.

The more salient terms of the Exit Facilities are:

Borrowers:         Allied Holdings, Inc., and certain debtor-
                    subsidiaries.

Guarantors:        Each of the Borrower and each subsidiary of
                    Allied Holdings, other than Haul Insurance
                    Limited.

Lenders:           Goldman Sachs Credit Partners L.P., or other
                    financial institutions selected by Goldman.

Agent:             Goldman Sachs Credit Partners L.P. as
                    Sole Lead Arranger, Bookrunner, Syndication
                    Agent, and Administrative Agent.

Availability:      (a) Term Facility: Up to three drawings may be
                        made under the Term Facility, with the
                        first drawing in an amount not less than
                        $200,000,000 to be made on the Closing
                        Date.  The remainder to be made within 12
                        months after the Closing Date;

                    (b) Synthetic L/C Facility: A single deposit
                        will be made into a Trust Account on the
                        Closing Date up to the full amount of the
                        Synthetic L/C Facility;

                    (c) Revolving Facility: Amounts available
                        under the Revolving Facility may be
                        borrowed, repaid and reborrowed on and
                        after the Closing Date until the maturity
                        date.

Interest Rate:     All amounts outstanding under the Term
                    Facility and the Revolving Facility will bear
                    interest at:

                    (i) the Base Rate plus 2.5% per annum; or
                   (ii) the reserve adjusted Eurodollar Rate plus
                        3.5% per annum.

Exit Conversion
Option
Availability:      The Exit Facilities will automatically
                    convert into a senior secured credit facility
                    if, among other conditions:

                    (a) no default or event of default has
                        occurred and is continuing;

                    (b) the Debtors' Plan of Reorganization has
                        been confirmed pursuant to Court order,
                        which Plan provides for the conversion of
                        the Facilities to the Exit Conversion
                        Option.

                    The availability of the Exit Conversion Option
                    is premised on Allied Holdings to satisfy
                    these conditions at the time of the conversion
                    of the Facilities:

                      * Receipt of an updated business plan
                        through the Exit Conversion Option
                        Maturity Date showing pro forma coverage
                        and leverage ratios as agreed by the
                        parties;

                      * A corporate credit rating and an updated
                        facility rating have been obtained from
                        each of Moody's Investors Service and
                        Standard & Poor's Rating Service,
                        respectively; and

                      * the Borrowers and Guarantors will execute
                        assumption agreements in form and
                        substance reasonably satisfactory to
                        Goldman;

Security:          The Facilities and each Guarantee will be
                    secured by first priority security interests
                    in all assets, including without limitation,
                    all personal, real and mixed property of the
                    Borrowers and the Guarantors other than the
                    Debtors' claims, causes of action and proceeds
                    under Chapter 5 of the Bankruptcy Code.  In
                    addition, the Facilities will be secured by a
                    first priority security interest in 100% of
                    the capital stock of the Borrowers and each of
                    their domestic and Canadian subsidiary, and
                    65% of the capital stock of each other foreign
                    subsidiary of the Borrowers and all
                    intercompany debt.

                    The Exit Facilities will be secured in
                    accordance with Section 364(c) of the
                    Bankruptcy Code by super-priority liens on,
                    and security interests in, the Collateral.

                    All obligations under the Exit Facilities
                    will constitute administrative claims with
                    administrative priority and senior secured
                    status under Section 364(d).  The Collateral
                    Agent's liens on the Collateral will be
                    subject to a carve-out for certain unpaid
                    professional fees and other administrative
                    expenses of the Borrowers in its Chapter 11
                    case allowed by the Court on a final basis
                    consistent with Allied Holding's existing DIP
                    Financing.

Mandatory
Prepayments:       The Debtors are required to deliver to the DIP
                    Lenders:

                    (a) all of the net cash proceeds from any
                        asset sale, except for sales of inventory
                        or Rigs in the ordinary course of
                        business;

                    (b) insurance paid on account of any loss of
                        property or assets of the Credit Parties
                        or their subsidiaries, except those with
                        respect to the Rigs;

                    (c) 100% in the case of the Replacement
                        Facilities, and 50% in the case of the
                        Exit Conversion Option, of the net cash
                        proceeds received from the issuance of
                        equity securities of the Credit Parties or
                        their subsidiaries;

                    (d) 50% of the net cash proceeds received from
                        the incurrence of indebtedness by the
                        Credit Parties or their subsidiaries; and

                    (e) 75% of "excess cash flow," to be defined
                        in the applicable Loan Document.

Skadden, Arps, Slate, Meagher & Flom LLP, represents Goldman in
the Exit Facilities.

The Debtors delivered to the Court a draft of the Exit Financing,
a full-copy of which is available for free at:

              http://researcharchives.com/t/s?1d6e

A full-text copy of Goldman's Commitment Letter with the Debtor
is available for free at:

              http://researcharchives.com/t/s?1d6f

Prior to the Court's interim approval of the DIP Financing, the
Ad Hoc Committee of Equity Security Holders -- Virtus Capital LP,
Hawk Opportunity Fund, L.P., Aspen Advisors LLC, Sopris Capital
Advisors, LLC, and Armory Advisors LLC -- asserted that a cheaper
financing was available from Sopris Partners, L.P., which the
Debtors has rejected.

However, the Court has determined that the Debtors are unable to
obtain:

     * financing on more favorable terms from sources other than
       Goldman Sachs; and

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

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

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  The Debtors' exclusive period to
file a chapter 11 plan expires on April 25, 2007.  (Allied
Holdings Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc. http://bankrupt.com/newsstand/or 215/945-7000)

                          Plan Update

On March 2, 2007, the Debtors, Yucaipa and Teamsters filed a Co-
Sponsored Plan and Disclosure Statement explaining that plan.  On
April 2, 2007, they filed an Amended Plan and on April 6 filed a
Second Amended Plan.  The Court approved the adequacy of the
disclosure statement explaining the 2nd Amended Plan on April 6,
2007.  The Court is set to consider confirming the Co-Sponsored
Plan on May 9, 2007.


AMC ENTERTAINMENT: Posts $6.5 Mil. Net Loss in Qtr. Ended Dec. 28
-----------------------------------------------------------------
AMC Entertainment Inc. reported a net loss of $6.5 million on
total revenues of $596.4 million for the thirteen weeks ended
Dec. 28, 2006, compared with a net loss of $4.5 million on total
revenues of $398.6 million for the same period 12 months earlier.

Total revenues increased 49.6%, or $197.8 million, during the
thirteen weeks ended Dec. 28, 2006, compared to the thirteen weeks
ended Dec. 29, 2005.  This increase included approximately
$180.1 million of additional admission and concessions revenues
resulting from the merger on June 20, 2005, between Marquee
Holdings Inc., the company's parent company, and LCE Holdings
Inc., the parent company of Loews Cineplex Entertainment Corp.

U.S. and Canada theatrical exhibition revenues increased 42.2%, or
$164.4 million, mainly resulting from a 43.8% increase in
admissions revenues and a 43.9% increase in concession revenues.

International theatrical exhibition revenues increased
$35.9 million.  Overall, admissions revenues increased
$16.8 million, while concessions revenues increased $11.4 million,
due to the theatres acquired in Mexico following the merger.  The
remaining increase, or $7.6 million, was from other theater
revenues.

Other revenues decreased 99.4%, or $2.5 million.

Total costs and expenses increased 45.1%, or $173.2 million,
mainly due to an increase in total costs and expenses of
approximately $162.3 million as a result of the merger.

Interest expense increased 108.4%, or $27.4 million, primarily due
to increased borrowings.  On Jan. 26, 2006, the company sold
$325,000,000 in aggregate principal amount of its 11% Senior
Subordinated Notes due 2016 and entered into the New Credit
Facility for $850,000,000, of which $645,125,000 is currently
outstanding as a variable rate term note.  The company also
incurred interest expense related to debt held by Grupo Cinemex,
S.A. de C.V. of $3,150,000 during the thirteen weeks ended
Dec. 28, 2006.

Investment income was $2.9 million compared to an investment loss
of $2.6 million for the thirteen weeks ended Dec. 29, 2005.

The benefit for income taxes from continuing operations was
$2.1 million, compared to $2.7 million for the thirteen weeks
ended Dec. 29, 2005.

At Dec. 28, 2006, the company had total outstanding cash and cash
equivalents of $468 million compared with $230.1 million at
March 30, 2006.

Cash flows provided by operating activities increased to
$205.2 million during the thirty-nine weeks ended Dec. 28, 2006,
compared to cash flows provided by operating activities of
$92.2 million during the thirty-nine weeks ended Dec. 29, 2005.  

At Dec. 28, 2006, the company's balance sheet showed
$4,387.9 million in total assets, $3,169.4 million in total
liabilities, and $1,218.4 million in total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended Dec. 28, 2006, are available for free at
http://researcharchives.com/t/s?1d5c

                     About AMC Entertainment

Headquartered in Kansas City, Mo., AMC Entertainment Inc. --
http://www.amctheatres.com/-- is one of the world's leading   
theatrical exhibition companies with interests in approximately
382 theatres with 5,340 screens as of Dec. 28, 2006.  About 87
percent of the company's theatres are located in the U.S. and
Canada, and 13 percent in Mexico, Argentina, Brazil, Chile,
Uruguay, Hong Kong, France, and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on April 1, 2007,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit ratings, on AMC Entertainment Inc. and
its parent company, Marquee Holdings Inc., and removed them from
CreditWatch.  The ratings were originally placed on CreditWatch
with negative implications on July 12, 2006, based on  
expectations for continuing high leverage.


APW ENCLOSURE: Has Until April 30 to Decide on Warehouse Lease
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave APW
Enclosure Systems Inc. until April 30, 2007, to decide whether to
assume or reject the unexpired lease of its 45,000 square feet,
warehouse space at No. 1145 Allec Street in Anaheim, California.

The Court recognized the benefit of granting additional time,
considering:

   a) the use of cash collateral to pay for lease rate;

   b) the Debtor's commitment to perform all of its undisputed
      obligations arising from and after the petition date in a
      timely fashion, including the payment of postpetition rent
      due;

   c) the unsold assets housed in the property, critical
      in the Debtor's reorganisation; and

   d) the Debtor does not have sufficient time to formulate a plan
      of reorganization.

Headquartered in Anaheim, California, APW Enclosure Systems Inc.
designed, manufactured, and integrated electronic enclosures,
racks, chassis, backplanes, power supplies, thermal management
products and related services for the computer, networking,
medical, telecom, semiconductor and embedded computer device
industries.  The company filed for chapter 11 protection on
Dec. 4, 2006 (Bankr. D. Del. Case No. 06-11378).  

Christopher Martin Winter, Esq., Frederick Brian Rosner, Esq., and
Frederick Brian Rosner, Esq., at Duane Morris LLP represented the
Debtor in its restructuring efforts.  Lawyers at Ashby & Geddes
P.A. represent the Official Committee of Unsecured Creditors.  
When the Debtor sought protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.

On March 22, 2007, the Court converted the case from a Chapter 11
reorganization to a chapter 7 liquidation because it had not
generated an annual profit since 2002.  Andrew R. Vara was
appointed as Chapter 7 Trustee.


AURIGA LABORATORIES: Net Loss Drops to $976,410 in First Quarter
----------------------------------------------------------------
Auriga Laboratories Inc. reported a net loss of $976,410 for the
first quarter ended March 31, 2007, compared with a net loss of
$3.1 million for the same period a year earlier.  Results for the  
first quarter of 2007 includes $1.8 million of non-cash share-
based compensation costs and $157,000 of non-cash depreciation and
amortization expenses.

Net revenue totaled a record $6.8 million, an increase of 124%
from net revenue of $3 million for the first quarter of 2006.

Income from operations was $109,845, as compared to a loss of
$1 million a year ago.

Earnings before interest, taxes, depreciation, amortization, and
share based-compensation was a gain of $1.8 million, as compared
to a loss of $928,000 reported the same period a year ago.

At March 31, 2007, the company's balance sheet showed
$14.2 million in total assets, $9.5 million in total liabilities,
and $4.7 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $6.2 million in total assets available to
pay $9.5 million in total current liabilities.

                     Other Significant Events

During the first quarter, independently generated IMS data
indicated Auriga's total dispensed prescriptions reached a record
26,004 in January 2007, which represented an increase of 324% from
6,141 in January 2006. By the end of the first quarter, the
company sales force exceeded 200 associates nationwide, doubling
from the number reported mid-January.

The company also introduced two new product lines in the first
quarter: The Zinx(TM) line of products for relief of cold and
allergy symptoms, and Aquoral(TM) FDA-approved oral spray for the
treatment of Xerostomia or "Dry Mouth."  Aquoral(TM) targets a
condition affecting 25 million Americans and a market opportunity
estimated to exceed $1 billion.

"While we made great strides during this first quarter in both
sales force recruitment and new product introductions, these
results still far exceeded our expectations," said Philip S.
Pesin, Auriga's founder, chairman and chief executive officer.
"The key to our success has been an innovative, commission-only
sales force structure that allows us to retain a highly-motivated
workforce at a minimal investment.  These factors, combined with
positive cash flow from operations and an improving balance sheet,
have encouraged us to increase our growth objectives for 2007."

Added Auriga's chief financial officer, Charles Bearchell,
"Subsequent to the end of the first quarter we completed a private
equity offering that resulted in aggregate gross proceeds of
$2 million.  We believe that our cash and investment balances are
now sufficient to fund working capital needs for the foreseeable
future.  In fact, based on our improving financial position and
operating results, our auditors have concurred that we can remove
the 'going concern' qualification on our financial statements,
including this quarter's Form 10-QSB to be filed later today."

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1d63

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company incurring significant operating and net losses and
being unable to meet its cash flow needs.

Based in Norcross, Ga., Auriga Laboratories Inc. (OTCBB: ARGA) --
http://www.aurigalabs.com/-- is a pharmaceutical company   
capitalizing on high-revenue markets and opportunities in the
pharmaceutical industry through aggressive sales, integrated
marketing and advanced in-house drug development capabilities.


AVISTA CORP: Asset Sale Cues S&P's Positive Outlook
---------------------------------------------------
Standard & Poor's Ratings Services revised to positive the outlook
on Avista Corp.'s rating following the company's announcement that
it intends to sell the assets of Avista Energy, its trading and
marketing interest, to Coral Energy Holdings, L.P. a subsidiary of
Shell.  The sale, for the net book value of the trading portfolio,
plus adjustments for fixed assets and natural gas inventory, is
scheduled to close at the end of the second quarter or early in
the third quarter of this year.  If completed, the company's exit
from the trading business is expected to free up about
$180 million in cash that is currently dedicated to the these
operations.  The company has indicated that it will use some of
the funds to reduce debt at Avista Utilities.
     
"An exit from energy and trading operations is expected to reduce
Avista Corp.'s consolidated business risks and could result in an
improvement in the company's business profile score," said
Standard & Poor's credit analyst Anne Selting.  "Avista Corp.'s
ratings trajectory will depend not only on the sale of Avista
Energy sale but also on a meaningful improvement in the company's
financial profile, which is not expected before 2008."
     
Financial performance in 2007 and 2008 will be driven by a number
of factors.  Assuming the sale of Avista Energy, the consolidated
company's chief operating risk is Avista Utility's vulnerability
to low water because retail electric rates are based on average
hydro conditions.  Financial results will continue to be
significantly driven by hydro availability, as electric fuel
and purchased power mechanisms in place in Idaho and Washington do
not fully offset this risk.  Another important factor will be
regulatory support.  Avista is expected to file a retail electric
general rate case later this year in Washington later this year,
but an outcome is not expected until 2008.


BALL CORP: Fitch Holds BB Issuer Default Rating
-----------------------------------------------
Fitch Ratings has affirmed Ball Corp.'s Issuer Default Rating at
'BB'.  In addition, Fitch has affirmed these ratings for the
company:

    -- Senior secured revolving credit facility 'BB+';
    -- Senior secured term bank debt 'BB+';
    -- Senior unsecured notes 'BB'.

The Rating Outlook is Stable.  Approximately $2.3 billion of debt
is covered by the ratings.

The ratings are supported by a diversified product offering,
diverse packaging substrates, leading market positions, good cash
flow, focus on R&D, stable end markets, and a favorable defense
spending environment.  Concerns relate to higher leverage driven
by recent acquisitions, share repurchases, customer concentration
and total revenue derived predominantly from one product, domestic
sales bias, some pressure from raw materials and other cost
inflation, and the company's acquisition strategy.

Ball's 2006 revenues were helped by two acquisitions, higher
industry volumes in the U.S., and robust growth in certain foreign
markets.  Higher energy and freight costs continue to be a
challenge, but have moderated somewhat.  Gross profit margin has
declined nearly 270 basis points since 2004.  However, margins
stabilized in 2006 with gross margin up 18 basis points to 16.33%
and operating EBITDA margin of 12.0% for the year, versus 12.1% in
2005.  In the Aerospace and Technologies segment operating margin
fell 50 basis points to 7.4% for the full year due to program
delays and unfavorable contract mix.  However the fourth quarter
finished strong with operating margin of 10%.  Several key
contracts were won during the fourth quarter and contract backlog
rose to a record $886 million.  Total debt was $2.45 billion at
Dec. 31, 2006, compared to $1.58 billion at Dec. 31, 2005.

In March 2006, Ball acquired U.S. Can Corp. and certain plastic
packaging assets from Alcan, Inc.  The debt-financed acquisitions
increased leverage to 3.1 times(x) at fiscal-year-end (FYE) 2006
versus 2.3x at FYE2005. However, the company maintains adequate
financial flexibility and the broader product mix acquired through
the acquisitions lends further stability to Ball's business.  The
integration of these businesses seems to be going according to
plan.

To finance the acquisitions, Ball raised $950 million through the
addition of $500 million of Term Loan D under the senior secured
credit facility and the issuance of $450 million of senior
unsecured notes (6.625%, due 2018).  The 'BB+' senior credit
facility ratings continue to be supported by about $1 billion of
debt in a junior position to the facility, and equity market
capitalization of about $5 billion.  The senior credit facilities
are secured by a pledge of 100% of the stock owned by the company
in its direct and indirect majority-owned domestic subsidiaries
and a pledge of 65% of the company's stock of certain foreign
subsidiaries.

The notes and senior credit facilities are guaranteed on a full
and unconditional basis by certain of the company's domestic
wholly owned subsidiaries.  Certain foreign denominated tranches
of the senior credit facilities are similarly guaranteed by
certain of the company's wholly owned foreign subsidiaries.  
Financial covenants for the senior credit facility include minimum
interest coverage of 3.5x and maximum leverage ratio of 3.75x.

Ball maintains ample liquidity of $826.5 million with
$151.5 million in cash and $675 million in available multi-
currency revolving credit facilities at FYE2006.  Fitch projects
free cash flow generation in 2007 will be around $300 million
after capital expenditures of about $250 million and dividends of
about $40 million.  Cash deployment for 2007 will likely be
directed towards internal reinvestment, share repurchases,
dividends, pension contributions, and debt reduction.  Term loans
under the credit facility will begin amortizing by the end of the
fourth quarter of 2007. Scheduled debt maturities are $41.2
million in 2007 and $126.8 million in 2008.

Fitch's Stable Outlook incorporates the company's solid cash flow
generation, relatively stable trends in packaging end-markets,
favorable defense spending environment, and the company's leading
market positions in its product categories.

Key risks going forward are potentially higher raw materials and
energy costs, higher share repurchases, and general economic and
consumer activity- particularly in the crucial summer months which
are Ball's seasonally strong cash flow months.  Additional
acquisition activity is also a possibility given the trends toward
consolidation within the packaging industry.

Ball Corp. is a leading manufacturer of metal beverage, food, and
personal care containers.  The company also makes plastic
packaging and containers for food and beverage end-markets, and
provides certain advanced technologies and products to the
aerospace industry. Ball operates facilities in North and South
America, Europe, and Asia.


BALLY TOTAL: Interest Non-Payment Cues Moody's to Cut All Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded all the credit ratings of
Bally Total Fitness Holding Corporation after its failure to make
the April 16, 2007 interest payment on $300 million principal
amount of senior subordinated notes.  Bally's failure to make the
interest payment on the subordinated notes constitutes an event of
default under the indenture governing its $235 million of senior
notes and, upon the expiration of the applicable grace period,
will constitute an event of default under the subordinated notes
indenture.  Moody's downgraded the Probability of Default Rating
to D and the Corporate Family Rating to Ca.

The rating outlook was changed from negative to stable.

The downgrade of the Probability of Default Rating to D reflects
the cross-default under the senior note indenture stemming from
Bally's failure to make the April 16, 2007 interest payment on the
senior subordinated notes.  The downgrade of the Corporate Family
Rating reflects the increase in estimated enterprise-level
expected loss following the default.

Bally disclosed in a recent 8-K filing that it has obtained a
forbearance agreement from the lenders under its $284 million
senior secured credit facility (not rated by Moody's).  Under the
agreement, the lenders have agreed, among other things, to forbear
from exercising any remedies under their credit agreement as a
result of defaults due to the company's inability to provide
audited financial statements for the fiscal year ended December
31, 2006 and certain other financial information to the lenders.  
The lenders have also agreed not to exercise cross-default
remedies as a result of defaults under the company's public
indentures due to its inability to timely file its 2006 Annual
Report on Form 10-K with the Securities and Exchange Commission
and the non-payment of interest on its $300 million principal
amount of senior subordinated notes.

Bally also disclosed that it is in continued discussions regarding
waiver and forbearance arrangements with holders of its senior
notes and senior subordinated notes.  Absent such agreements, the
holders of the senior notes could immediately accelerate their
claims and the holders of the subordinated notes could accelerate
their claims after the applicable 30-day grace period.

These ratings were downgraded:

    * $235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, to Ca (LGD 4, 51%) from Caa3 (LGD 4, 51%)

    * $300 million 9.875% senior subordinated notes due 2007,
      to C (LGD 5, 88%) from Ca (LGD 5, 88%)

    * Corporate family rating, to Ca from Caa3

    * Probability of default rating, to D from Caa3

Bally, through its wholly owned subsidiaries, is one of the
largest publicly traded commercial operators of fitness centers in
North America.


BANK OF AMERICA: Fitch Lifts Rating on Class K Loans to BB+
-----------------------------------------------------------
Fitch Ratings upgrades Bank of America Commercial Mortgage
Securities 2004-1 as:

    -- $13.3 million class C to 'AAA' from 'AA+';
    -- $29.9 million class D to 'AA+' from 'A+';
    -- $13.3 million class E to 'AA' from 'A';
    -- $18.2 million class F to 'A+' from 'BBB+';
    -- $11.6 million class G to 'A-' from 'BBB';
    -- $19.9 million class H to 'BBB' from 'BBB-';
    -- $6.6 million class J to 'BBB-' from 'BB+';
    -- $6.6 million class K to 'BB+' from 'BB';
    -- $8.3 million class L to 'BB' from 'BB-';
    -- $8.3 million class M to 'BB-' from 'B+';
    -- $3.3 million class N to 'B+' from 'B';
    -- $3.3 million class O to 'B' from 'B-'.

In addition, Fitch affirms the ratings on these classes:

    -- $287.8 million class A-1A at 'AAA';
    -- $108.3 million class A-2 at 'AAA';
    -- $100.1 million class A-3 at 'AAA';
    -- $521.9 million class A-4 at 'AAA';
    -- Interest-only class X-C at 'AAA';
    -- Interest-only class X-P at 'AAA';
    -- $31.5 million class B at 'AAA'.

Class A-1 has been paid in full and Fitch does not rate the
$21.6 million class P.

The rating upgrades are due to additional defeasance and paydown
since the last Fitch rating action.  Seven loans (8.2%) have
defeased, including two of the top 10 loans (5.4%).  As of the
March 2007 distribution date, the pool has paid down 8.6% to
$1.21 billion from $1.33 billion at issuance.

Fitch maintains investment grade credit assessments on two loans
in the trust: the Leo Burnett Building (9.9%) and the Hines
Sumitomo Life Office Portfolio (8.6%) loans.

The Leo Burnett Building is a 1.1 million square foot class A
office building located in Chicago, Illinois.  Occupancy as of
March 2007 was 99.9% compared to 98.2% at issuance.

The Hines Sumitomo Life Office Portfolio is secured by three
central business district office buildings containing a total of
1.2 million square feet.  Two of the office buildings are located
in New York and one is located in Washington, DC.  The whole loan
consists of two senior pari passu notes and one junior note.  Only
the A2 pari passu note is held in the trust.  As of December 2006,
the overall occupancy was 96% compared to 97.7% at issuance.


BAYOU GROUP: Exclusive Plan-Filing Period Extended to August 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until Aug. 28, 2007, Bayou Group LLC and its debtor-
affiliates' exclusive period to file a Chapter 11 Plan of
Reorganization.

As reported in the Troubled Company Reporter on Feb. 9, 2007, the
Debtor disclosed that it made a progress in its  chapter 11 case
in winding down its adversary proceedings by 24 cases.

The Debtors said they need more time to manage 102 active lawsuits
against investors withdrawing money within two years before they
filed for bankruptcy.  The Debtors related that these cases could
bring in more than $135 million for their estate.

The Debtor contends that if the exclusive period of controlling
over its bankruptcy case is terminated, it would "materially harm"
the company and its creditors as it might undo a two-front assault
against the estates piling the possibility for competing plans
from creditors on top of the lawsuits.

                       About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BROOKSTONE INC: Improved Leverage Cues S&P's Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Brookstone Inc. to stable from negative.  At the same time, S&P
affirmed its ratings on the company, including the 'B' corporate
credit and bank loan ratings.
     
"The outlook change reflects the company's improvements in
leverage, credit protection measures, and operating metrics due to
strong fourth-quarter 2006 results," said Standard & Poor's credit
analyst David M. Kuntz.  Merrimack, N.H.-based competes in the
highly competitive and extremely fragmented specialty specialty-
gift retail industry.
     
"We expect continued positive momentum of operational improvements
to bring credit metrics more in line with a 'B' rating," Mr. Kuntz
said.  "We would consider a negative outlook if performance
weakens, as demonstrated by lower comparable same-store sales,
margin decreases, and deteriorating credit protection measurers.  
We are not considering a positive outlook at this time."


BROWN SHOE: Earns $65.7 Million in Year Ended December 31
---------------------------------------------------------
Brown Shoe Company, Inc. reported earnings of $65.7 million on net
sales of $2.5 billion for the year ended Dec. 31, 2006.  Earnings
for the year ended Dec. 31, 2005, were $41 million on net sales of
$2.3 billion.

In 2006, the company experienced sales growth in all of its
segments compared to 2005.  The increase in net sales primarily
reflects strength in the company's Famous Footwear division, which
contributed $95 million of the increase.  Its Wholesale Operations
segment reported an increase of $65.9 million.  The company's
other wholesale brands contributed $25 million to the increase in
net sales, with most major brands increasing, with the exception
of the Bass business, which the company exited at the end of 2006
at the expiration of its license period.  The company's Specialty
Retail segment increased sales by $17.9 million.  

Net earnings increased in 2006 due to the higher sales at each
of the company's operating segments in 2006 and the non-recurrence
of $9.2 million of after-tax costs to close Naturalizer stores and
the non-recurrence of a $12 million income tax provision in 2005
due to the foreign earnings repatriation.  These factors were
partially offset by after-tax strategic initiative costs of
$3.9 million and after-tax Bass exit costs of $2.3 million in
2006.

The company recorded total assets of $1.1 billion and total
liabilities of $575.4 million, resulting to total stockholders'
equity of $523.6 million as of Dec. 31, 2006.  Retained earnings
as of Dec. 31, 2006, were $349.5 million.

                           Borrowings

The company has a secured $350 million revolving bank Amended and
Restated Credit Agreement, which was effective July 21, 2004, and
which expires on July 21, 2009.  The Agreement provides for a
maximum line of credit of $350 million, subject to calculated
borrowing base restrictions.  At the end of 2006, the company had
$1 million of borrowings and $13.3 million of letters of credit
outstanding under the Agreement.  Total additional borrowing
availability was about $320 million at the end of 2006.

In 2006, the company's total debt decreased $49 million to
$151 million, as the company utilized, in part, its 2006 cash
provided by operating activities.  The company believes that
borrowing capacity under the Agreement will be adequate to meet
its expected operational needs and capital expenditure plans.

                    Earnings Enhancement Plan

During 2006, the company initiated a plan to increase earnings
through cost reductions and efficiency initiatives and
reallocating resources and investment to drive consumer
preference.  Key elements of the plan include:

      (i) restructuring administrative and support areas;

     (ii) redesigning logistics and distribution platforms;

    (iii) reorganizing to eliminate operational redundancies;

     (iv) realigning strategic priorities; and

      (v) refining the supply chain process and enhancing
          inventory utilization.

Annual after-tax savings expected to be achieved upon completion
of the initiatives are estimated to be $17 million to $20 million.  
The costs to implement this plan were $6.3 million and are
estimated to be about $23 million in 2007 and $8 million in 2008,
totaling about $37 million pretax and $23 million after-tax.  
These estimates are preliminary and differences may arise between
these estimates and actual costs to the company.  The company
incurred charges totaling $6.3 million in 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d61

                         About Brown Shoe

Brown Shoe Company, Inc., headquartered in St. Louis, Missouri, is
a retailer and wholesaler of footwear.  It generates revenues
through its retail stores, which consist of about 1,300 Famous
Footwear, Naturalizer, and F.X. LaSalle stores in the U.S. and
Canada.  Its portfolio of branded footwear includes Naturalizer,
LifeStride, Connie, Buster Brown, Brown Shoe, E. Aigner, Via
Spiga, Franco Sarto, Dr. Scholl's, and Carlos Santana.

                           *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service changed the outlook of Brown Shoe
Company, Inc., to positive from stable and affirmed its
Ba3 corporate family rating on the company.  Ratings that were
affirmed also include the company's Probability-of-default rating
at Ba3; $150 Million guaranteed senior unsecured notes due 2012 at
B1, LGD5, 72%; and Speculative Grade Liquidity Rating at SGL-2.


BSML INC: Stonefield Josephson Raises Going Concern Doubt
---------------------------------------------------------
Stonefield Josephson Inc. expressed substantial doubt on BSML
Inc.'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 reported that the company has yet to achieve
profitability and had an accumulated deficit of $171.5 million and
a working capital deficiency of $3 million as of Dec. 30, 2006.  
The auditing firm further said that for the year ended Dec. 30,
2006, the company incurred a net loss from continuing operations
of $13.5 million and used $3 million of net cash used for
operating activities.

The company had total assets of $18.1 million and total
liabilities of $15.6 million, resulting to total shareholders'
equity of $2.5 million as of Dec. 31, 2006.  The company's
December 31 balance sheet however showed strained liquidity with
total current assets of $10.1 million available to pay total
current liabilities of $13.1 million.

For the year ended Dec. 31, 2006, the company generated revenues
of $26.2 million and a net income attributable to common
shareholders' of $4.4 million.  The company generated revenues of
$21.8 million and incurred a net loss attributable to common
shareholders' of $17.8 million for the comparable period in the
year 2005.

At Dec. 30, 2006, the company had $4.7 million in unrestricted
cash.  The company expects that its principal uses of cash will be
to provide working capital to meet corporate expenses and satisfy
outstanding liabilities, and if and when decided, to open new
whitening centers.  However, the company has yet to achieve
profitability from operations.

The company has, as of Dec. 30, 2006, about $6.4 million in
restricted funds.  This amount includes a $1.5 million writ of
attachment in connection with the Smile Inc. Asia Pte. Ltd.
litigation, the $3.6 million escrow established to indemnify
Discus from claims arising from the March 2006 sale of the
Associated Centers business and $1.3 million in other restricted
deposits.  The Discus escrow is scheduled for release in June
2007, but the company is aware of potential claims that may reduce
the amount of funds to be released and/or delay the release.  In
addition, it is possible that the company could have additional
cash demands as a result of the legal claims against the company.

                     Smile Inc. Lawsuit

In April 2002, Smile Inc. Asia Pte. Ltd. sued the company and its
wholly owned subsidiary, BriteSmile Management Inc. in Utah state
court.  The complaint seeks $10 million in damages and alleges
that BriteSmile Management breached its 1998 distributor agreement
for laser-aided teeth whitening devices with Smile by failing to
fill orders placed and to perform other obligations under the
agreement.  The complaint also alleges that BriteSmile Management
and the company fraudulently induced Smile to enter into the
distributor agreement, and includes claims for alleged damages,
based on theories of breach of contract, fraudulent inducement,
unjust enrichment, civil conspiracy, breach of the duty of good
faith and fair dealing, interference with contractual and economic
relations, constructive trust, alter ego, and fraudulent transfer.

                       Discus Dental Escrow

On March 13, 2006, the company and its wholly owned subsidiaries,
BriteSmile International Limited of Ireland, and BriteSmile
Development Inc. in Delaware, sold its Associated Centers' assets
and the operations and substantially all of the company's
intellectual property for about $26.8 million, plus the assumption
of certain liabilities to Discus Dental Inc. of California.  The
company agreed to indemnify Discus for a number of matters,
including the breach of the company's representations, warranties
and covenants contained in the Asset Purchase Agreement with
Discus, as well as any potential additional local sales, stamp, or
value added tax obligations.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d6a

                          About BSML Inc.

BSML Inc. (NasdaqCM: BSML) -- http://www.britesmile.com/-- and  
its affiliates develop, distribute, market, and sell teeth
whitening products and services.  The company develops teeth
whitening processes distributed in its salons known as BriteSmile
Professional Teeth Whitening Centers.


C&A FLOORCOVERINGS: Inks Credited Agreement with Wachovia & BofA
----------------------------------------------------------------
Collins & Aikman Floorcoverings Inc. agreed on March 22, 2007, to
enter a credit facility with Bank of America N.A., Wachovia Bank
and certain lenders, which the proceeds will be use:

   i. to redeem all of its 9-3/4% senior subordinated
      notes due 2010, including the principal, premium,
      and accrued interest.

  ii. to repay a portion of the its asset-based loan,

iii. to pay transaction-related fees and expenses, and

  iv. for other lawful purposes.

The commitment, to expire on June 30, 2007 unless definitive
documentation entered before the date, is subject to certain
conditions precedent including:

   a. the accuracy and completeness of the company's
      representations to the Lenders, and

   b. the amendment of the ABL to reduce the commitment thereunder
      to not more than $60 million at closing and to permit the
      Credit Facility.

                    About C&A Floorcoverings

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.


C&A FLOORCOVERINGS: S&P Rates Proposed $245 Mil. Term Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dalton,
Georgia-based carpet manufacturer Collins & Aikman Floorcoverings
to stable from negative, and affirmed its 'B+' corporate credit
rating on the company.  At the same time, Standard & Poor's
assigned its bank loan and recovery ratings to Collins & Aikman
Floorcoverings' proposed $245 million term loan B due 2014.  The
secured facility is rated 'B+' with a recovery rating of '4',
indicating the expectation for marginal (25%-50%) recovery of
principal in the event of a payment default.
     
"The outlook revision reflects Standard & Poor's expectation that
the company will be able to maintain its improved operating
momentum and credit metrics achieved in recent periods," said
Standard & Poor's credit analyst Susan Ding.
     
"Pro forma for the refinancing, EBITDA interest coverage is
expected to be in the 2.5x-3.0x range, and total debt to EBITDA is
expected to be in the 4.5x-5.0x range for the fiscal year ended
January 2007," said Ms. Ding.
     
The ratings on Collins & Aikman Floorcoverings reflect the
company's leveraged financial position and its participation in
the highly competitive and cyclical domestic carpet industry.  
Elevated raw material, energy, and transportation costs, which
comprise a significant portion of the company's cost structure,
are also rating concerns.  The ratings incorporate the company's
niche market position in the domestic commercial carpet market and
its diversified customer base.


CABLE & CO: Posts $79,300 Net Loss in Quarter Ended December 31
---------------------------------------------------------------
Cable & Co. Worldwide Inc. reported a net loss of 79,300 for the
first quarter ended Dec. 31, 2006, compared with a net loss of
$6,088 for the same period ended Dec. 31, 2005.  The company
reported zero revenues in both periods.

The increase in net loss is primarily due the recognition of
$76,800 in administrative expenses, primarily related to the
amortization of prepaid directors' fees.

At Dec. 31, 2006, the company's balance sheet showed $1,275,977 in
total assets, $124,889 in total liabilities, and $1,151,089 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?1d59

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Cable & Co. Worldwide Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and net
capital deficiency.

                       About Cable & Co.

Cable & Co. Worldwide Inc. (Other OTC: CCWW.PK) was a
manufacturer, designer, importer and wholesaler of men's shoes.  
In 1997, the company filed for bankruptcy chapter 11 protection in
the Southern District of New York.  Shortly after its filing, the
company ceased all operations.  While its bankruptcy filing was
active, the company turned over title to all of its assets to its
secured lender Heller Financial, Inc.  Subsequently, the
bankruptcy court closed the company's case on June 3, 1999.  

On Mar. 28, 2006, the company acquired all the stock of LifeHealth
Care, Inc., by issuing 600,000,000 shares of the company's common
stock.  LifeHealth is a startup company focused on dental and
healthcare marketplace that has no revenues or tangible assets.


CAPITAL AUTO: Moody's Rates $9.4 Million Class D notes at (P)Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
Capital Auto Receivables Asset Trust 2007-1.

The complete rating actions are:

Issuer: Capital Auto Receivables Asset Trust 2007-1

    * $419,000,000 Class A-1 Asset Backed Notes, rated (P)Prime-1
    * $525,000,000 Class A-2 Asset Backed Notes, rated (P)Aaa
    * $539,000,000 Class A-3 Asset Backed Notes, rated (P)Aaa
    * $295,151,000 Class A-4 Asset Backed Notes, rated (P)Aaa
    * $61,153,000 Class B Asset Backed Notes, rated (P)A1
    * $28,225,000 Class C Asset Backed Notes, rated (P)Baa2
    * $9,408,000 Class D Asset Backed Notes, rated (P)Ba1

The ratings are based on the quality of the underlying auto loans
and their expected performance, the strength of the transaction's
structure, the enhancement provided by subordination ranging from
5.25% to 0.50%, a non-declining overcollateralization of 0.25% as
a percentage of the initial aggregate receivables principal
balance, a fully funded non-declining 0.50% reserve account,
available excess spread, and the experience of GMAC LLC as
servicer.


CAVITAT MEDICAL: Wants To Hire Carlos Negrete as Counsel
--------------------------------------------------------
Cavitat Medical Technologies Inc. asks the U.S. Bankruptcy Court
for the District of Colorado for permission to employ Carlos F.
Negrete, Esq., as its general bankruptcy counsel, nunc pro tunc
March 1, 2007.

Mr. Negrete will:

     a. provide the Debtor with legal counsel with respect to its
        powers and duties as Debtor and debtor-in-possession;

     b. prepare on behalf of the Debtor necessary applications,
        complaints, answers, motions, reports and other legal
        papers, and representing the Debtor in negotiations and at
        all hearings in this case and related proceedings;

     c. assist the Debtor in the preparation and confirmation of a
        Chapter 11 Plan; and

     d. perform other legal services for Debtor, which may
        necessary herein.

Mr. Negrete charges the Debtor $250 per hour for this engagement.  
Mr. Negrete tells the Court that he will not charge the Debtor for
the firm's services, but will charge for certain expenses.

Mr. Negrete assures the Court the he does not hold any interest
adverse to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Negrete can be reached at:

     Carlos F. Negrete, Esq.
     Law Offices of Carlos F. Negrete
     27422 Calle Arroyo
     San Juan Capistrano, CA 92675-2747
     Tel: (949) 493-8115
     Fax: (949) 493-8170    

Headquartered in Emory, Texas, Cavitat Medical Technologies Inc.
-- http://cavitatmedtech.homestead.com/-- manufactures and sells  
Doppler sonar, ultrasound medical, and ultrasonographic imaging
equipment.  The company filed for Chapter 11 protection on
March 1, 2007 (Bankr. Co. Case. No. 07-11734).  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 Million.


CIMAREX ENERGY: Sells $350 Million of 7.13% Senior Notes
--------------------------------------------------------
Cimarex Energy Co. has sold $350 million of 7.13% senior notes
that will mature May 1, 2017.  The notes were sold to the public
at par.  The net proceeds will be used to redeem the 9.6% senior
notes assumed in the Magnum Hunter merger which have a face value
of $195 million and repay amounts currently outstanding under its
revolving credit facility.
    
Interest is payable May 1 and November 1 of each year.  The first
interest payment will be made on Nov. 1, 2007, and will consist of
interest from closing to that date.  The offering is expected to
close on May 1, 2007.
    
J.P. Morgan Securities Inc. and Lehman Brothers Inc. acted as
joint book- running managers for the offering.  

The offering was made only by means of a prospectus, copies of
which are available from:

   -- J.P. Morgan Securities Inc.
      Attention: Syndicate Desk
      8th Floor, No. 270 Park Ave.
      New York, NY 10017
      Tel: 212-834-4555

   -- Lehman Brothers Inc.
      Attention: Prospectus Department
      No. 745 7th Avenue
      New York, NY 10019
      Tel: 888-603-5847

                       About Cimarex Energy
   
Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) --
http://www.cimarex.com/-- is an independent oil and gas   
exploration and production company with principal operations in  
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.

                           *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's assigned a 'B1' note rating to Cimarex Energy's pending
$300 million senior unsecured 10 year note offering.  At the same
time, Moody's affirmed XEC's existing 'Ba3' corporate family
rating, 'Ba3' Probability of Default Rating, and 'B1' senior
unsecured note rating.  Under Moody's Loss Given Default debt
notching methodology, the two note issues are rated 'B1' (LGD 5;
70%).


CLEAR CHANNEL: Amends Merger Deal, Resets Shareholders' Meeting
---------------------------------------------------------------
Clear Channel Communications Inc. has entered into an amendment to
its previously announced merger agreement with a private equity
group co-led by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P., providing for an increase to $39.00 per share in
the price shareholders will receive in cash for each share of
Clear Channel common stock they hold.  This is an increase from
the previous price of $37.60 per share in cash.  

The increased all-cash merger consideration of $39.00 per share
represents a premium of approximately 33.3% over the average
closing share price during the 60 trading days ended October 24,
2006, the day prior to Clear Channel's announcement of the board
of directors' decision to consider strategic alternatives.  The
board of directors of Clear Channel, with the interested directors
recused from the vote, has unanimously approved the amended merger
agreement and recommends that the shareholders approve the amended
merger agreement and the merger.

In conjunction with the increased cash purchase price, Clear
Channel agreed to pay certain fees if the merger does not close
and Clear Channel subsequently consummates a sale of the company.

                 Rescheduled Shareholders' Meeting

Clear Channel will promptly send updated proxy materials to
shareholders and has rescheduled the Special Meeting of
Shareholders to Tuesday, May 8, 2007, at 9:00 a.m., Central
Daylight Savings Time, to allow shareholders time to consider the
increase in merger consideration.  Shareholders of record as of
March 23, 2007, remain entitled to vote at the Special Meeting.  
Shareholders with questions about the merger or how to vote their
shares should call the Company's proxy solicitor, Innisfree  M&A
Incorporated, toll-free at (877) 456-3427.

                About Thomas H. Lee Partners, L.P.

THL Partners is one of the oldest and most successful private
equity investment firms in the United States.  Since its founding
in 1974, THL Partners has become the preeminent growth buyout
firm, investing approximately $12 billion of equity capital in
more than 100 businesses with an aggregate purchase price of more
than $100 billion, completing over 200 add-on acquisitions for
portfolio companies, and generating superior returns for its
investors and partners.  The firm currently manages approximately
$20 billion of committed capital.  Notable transactions sponsored
by the firm include Dunkin Brands, Nielsen, Michael Foods,
Houghton Mifflin Company, Fisher Scientific, Experian,
TransWestern, Snapple Beverage and ProSiebenSat1 Media.

                  About Bain Capital Partners LLC

Bain Capital -- http://www.baincapital.com/-- is a global private  
investment firm that manages several pools of capital including
private equity, high-yield assets, mezzanine capital and public
equity with more than $40 billion in assets under management.
Since its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in over 230 companies around
the world, including investments in a broad range of companies
such as Burger King, HCA, Warner Chilcott, Toys "R" Us, AMC
Entertainment, Sensata Technologies, Burlington Coat Factory and
ProSiebenSat1 Media.  Headquartered in Boston, Bain Capital has
offices in New York, London, Munich, Tokyo, Hong Kong and
Shanghai.

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a global media  
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.  Outside 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.


CREDIT SUISSE: S&P Rates Class Q Certificates at B-
---------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse Commercial Mortgage Trust Series
2007-C2's $3.298 billion commercial mortgage pass-through
certificates series 2007-C2.
     
The preliminary ratings are based on information as of April 17,
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-AB,
A-3, A-1-A, A-M, A-J, and A-SP are currently being offered
publicly.  Standard & Poor's analysis determined that, on a
weighted average basis, the collateral pool has a debt service
coverage of 1.19x, a beginning LTV of 116.4%, and an ending LTV of
112.1%.
     
    
                Preliminary Ratings Assigned
           Credit Suisse Commercial Mortgage Trust
                       Series 2007-C2
    
      Class        Rating      Preliminary   Recommended
                                 amount     credit support
      -----        ------      -----------  --------------
       A-1          AAA        $26,000,000     30.00%
       A-2          AAA       $318,000,000     30.00%
       A-AB         AAA        $64,298,000     30.00%
       A-3          AAA       $368,000,000     30.00%
       A-1-A        AAA     $1,532,119,000     30.00%
       A-M          AAA       $329,773,000     20.00%
       A-J          AAA       $272,064,000     11.75%
       A-SP*        AAA                TBD       N/A
       B            AA+        $16,489,000     11.25%
       C            AA         $53,588,000      9.63%
       D            AA-        $28,855,000      8.75%
       E            A+         $16,489,000      8.25%
       F            A          $28,855,000      7.38%
       G            A-         $28,855,000      6.50%
       H            BBB+       $45,344,000      5.13%
       J            BBB        $37,100,000      4.00%
       K            BBB-       $32,977,000      3.00%
       L            BB+         $8,244,000      2.75%
       M            BB          $8,245,000      2.50%
       N            BB-        $16,488,000      2.00%
       O            B+          $4,123,000      1.88%
       P            B          $12,366,000      1.50%
       Q            B-          $8,244,000      1.25%
       S            NR         $41,222,705      0.00%
       A-X*         AAA     $3,297,738,705       N/A
               

        * Interest-only class with a notional amount.
                   TBD -- To be determined.
                    N/A - Not applicable.
                       NR -- Not rated.


CREST 2000-1: Fitch Holds B- Rating on $21 Million Class D Notes
----------------------------------------------------------------
Fitch has upgraded two classes and affirmed two classes of notes
issued by Crest 2000-1, Ltd.

These actions are the result of Fitch's review process and are
effective immediately:

    -- $176,584,630 class A-2 notes affirmed at 'AAA';
    -- $50,000,000 class B notes upgraded to 'AA' from 'AA-';
    -- $22,500,000 class C notes upgraded to 'A-' from 'BBB';
    -- $21,000,000 class D notes affirmed at 'B-/DR2.'

Crest 2000-1 is a collateralized debt obligation supported by a
static collateral pool consisting primarily of commercial-backed
mortgage securities (CMBS; 55.9%) and real estate investment
trusts (REITs; 42.4%) debt securities, asset-backed securities
(ABS; 0.4%) and residential-backed mortgage securities (RMBS;
1.2%).  The collateral pool was selected by Structured Credit
Partners, which was acquired by Wachovia Securities in 2001.

The upgrades are the result of improvement in the credit quality
of the underlying portfolio, delevering of the capital structure,
and the corresponding increase in credit enhancement available to
the notes.  Since last review, the class A-1 notes have been fully
redeemed and the A-2 notes have paid down by 9.5%.  In addition,
18.9% of the portfolio was upgraded by a weighted average 1.6
notches.  The weighted average rating factor improved to 4.1 from
4.3 and remains in the 'BBB/BBB-' rating category.

All overcollateralization and interest coverage ratios have
remained stable since the last rating action.  There are currently
no defaulted assets in the portfolio.  The CMBS assets in the
collateral pool range from the 1996 vintage to the 2000 vintage.
Due to defeasance and amortization, Fitch believes these CMBS
vintages are a positive factor in this transaction.

The rating of the preferred shares addresses the likelihood that
investors will receive the stated balance of principal by the
legal final maturity date.  As of the February 2007 payment date,
the $11,501,372 million preferred shares have received total
proceeds of $11,501,372 million, which decreases the rated balance
of the notes to $0. As a result, the preferred shares have been
paid in full.

The ratings for classes A-2 and B address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C and D notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

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


CREST 2002-IG: Fitch Holds BB+ Rating on $14 Million Class D Notes
------------------------------------------------------------------
Fitch upgrades one and affirms three classes of notes issued by
Crest 2002-IG Ltd.

These actions are the result of Fitch's review process and are
effective immediately:

    -- $454,478,603 class A notes affirmed at 'AAA';
    -- $78,000,000 class B notes affirmed at 'AAA';
    -- $40,000,000 class C notes upgraded to 'AA-' from 'A+';
    -- $14,000,000 class D notes affirmed at 'BB+.'

Crest 2002-IG is a collateralized debt obligation, which closed on
May 16, 2002 that is supported by a static pool of commercial
mortgage-backed securities (67.5%) and senior unsecured real
estate investment trust (32.5%) securities.  Structured Credit
Partners, LLC, a subsidiary of Wachovia Corporation selected the
initial collateral and serves as the collateral administrator.

Since Fitch's last rating action, the portfolio has continued to
perform with a continued trend of upgrades in the portfolio,
regular amortization, delevering of the capital structure and
improved credit enhancement to all notes.  Approximately 18.8% of
the portfolio has been upgraded by a weighted average of three
notches.  As such, the average rating improved to 'A+'/'A' from
'A-'/'BBB+' at the last review.  In addition, the class A notes
have paid-down by 3.5%, increasing the credit enhancement to all
classes of notes.  The overcollateralization and interest coverage
ratios have remained stable since the last rating action.  There
are currently no defaulted assets in the portfolio.  The CMBS
assets in the collateral pool range from the 1997 vintage through
the 2001 vintage.  Due to defeasance and amortization, Fitch
believes that these CMBS vintages are a positive factor in this
transaction.

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

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


CUSTOM FOOD: Organizational Meeting Scheduled for April 24
----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Custom Food Products, Inc.'s chapter 11
case at 10:00 a.m., on April 24, 2007, at Room 2112, J. Caleb
Boggs Federal Building, 844 North King Street, in Wilmington,
Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtor's business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Based in Carson, California, Custom Food Products, Inc. fka Center
of the Plan Foods, Inc. -- http://www.customfoodproducts.com/--  
develops, manufactures and markets value-added meat, poultry, and
pork products sold to the foodservice industry and manufacturers
of packaged foods.  The Debtor filed for Chapter 11 protection on
April 13, 2007 (Bankr. D. Del. Case No. 07-10495).  Laura Davis
Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DAIMLERCHRYSLER AG: Chrysler's Revenues Plummet Amid Sale Talks
---------------------------------------------------------------
DaimlerChrysler AG's Feb. 14 announcement that it is putting
Chrysler Group on the block has triggered a decline in the ailing
unit's sales, Steven Landry, Chrysler's vice president for sales
and field operations, told The Associated Press in an interview.

According to the report, Chrysler's revenues dropped 8.3% in
February 2007, compared with its February 2006 numbers.  The unit
reported a 1% rise in its January 2007 sales from the same month
last year.  March sales showed a 4.6% dip although Mr. Landry
claims that the division exceeded internal goals by 1%.  Overall,
Chrysler's revenues for the first quarter of 2007 were down 4%
from the same period in 2006.

Concurrently, two Magna International Inc. directors said reports
that the auto parts maker has submitted a joint tender with a
partner for Chrysler are premature as Magna's board has yet to
receive a proposal from its management, The Star relates.  Magna
had issued a statement that it is mulling over options regarding a
possible Chrysler purchase.

Meanwhile, Tracinda Corp.'s $4.5-billion bid to acquire Chrysler,
which is significantly lower than its rivals, could unravel unless
it finds a way to negotiate with DaimlerChrysler soon, The
Financial Times states.

DaimlerChrysler has so far ignored Tracinda's offer not only
because of its considerably smaller offer, but also due to the
investment firm's demand for exclusive negotiations with the
automaker.  Plus, billionaire Kirk Kerkorian, who controls
Tracinda, has had a long and adverse relationship with the German
company, made worse by his lawsuit alleging that Daimler paid too
little when it acquired Chrysler in 1998, FT observes.

The TCR-Europe reported on April 13 that DaimlerChrysler executive
Ruediger Grube, a management-board member and head of strategy, is
presently negotiating with all Chrysler bidders, with the
exception of billionaire Kirk Kerkorian's Tracinda Corp.

The company had scheduled meetings with Cerberus Capital
Management LP; joint bidders Blackstone Group and Centerbridge
Capital Partners LP; and the tandem of Magna International Inc.
and Onex Corp., but left Tracinda Corp. in the lurch.

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,  
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAIMLERCHRYSLER: Boosts Michigan Economy with $1.78BB Investment
----------------------------------------------------------------
DaimlerChrysler AG's Chrysler Group will boost the Michigan
economy with an investment of $1.78 billion, much of it to start a
multi-product "Powertrain Offensive."  The initiative will consist
of the following:  

   * $730 million for a new plant in Trenton, Mich., to produce
     the "Phoenix" family of V-6 engines;  

   * $700 million in Marysville, Mich., to build a new axle plant;  

   * $300 million in the Sterling Heights (Mich.) Assembly Plant
     (SHAP) to expand its paint shop; and

   * $50 million for retooling of Warren Truck Assembly Plant and
     Warren Stamping Plant for future product.

"This is an important day for the future of the Chrysler Group,
and in particular for the continued competitiveness of our
operations in the State of Michigan," said Chrysler Group
President and CEO Tom LaSorda.  "We have a vision to grow our
business and transform the Chrysler Group into a stronger company
that will be competitive for the long run.  The investments we are
announcing today prove that we are investing in this vision."

Government officials and community leaders joined Chrysler Group
executives to celebrate the milestone.

The $1.78 billion Michigan program investment includes product
development costs and is part of the "Recovery and Transformation
Plan" that Mr. LaSorda announced on February 14.  Under the
"Recovery and Transformation Plan" umbrella is the "Powertrain
Offensive" -- $3 billion of investment for building and retooling
existing plants that will produce more fuel-efficient engines,
transmissions and axles and provide Chrysler Group with a more
competitive powertrain portfolio.  The Trenton Phoenix Engine
Plant and Marysville Axle Plant are the first two components of
several that make up the "Powertrain Offensive."

"Michigan is the best place in the country for these investments
to occur and we're proud to have worked hard to make that case to
DaimlerChrysler," said Governor Jennifer M. Granholm.  "When I met
with Dr. Zetsche during my recent investment mission to Germany, I
was emphatic that a strong DaimlerChrysler is important to
Michigan and we stand ready to help them thrive in our state.
DaimlerChrysler's vision for growth and strength clearly includes
Michigan and that's great news for all of us for Michigan,
Michigan workers and Michigan's economy."

   Trenton Phoenix Engine Plant
   ----------------------------
The new Trenton Phoenix Engine Plant, located adjacent to the
Chrysler Group Trenton Engine Plant, is expected to begin
production in 2009.

The Trenton plant will have a competitive labor agreement that
incorporates Smart manufacturing initiatives and flexible CNC-
based machining, volume-bundled parts purchasing, volume-bundled
capital investment and standardized tooling.

Over the long term, the Phoenix family of V-6 engines will reduce
manufacturing complexity by paring the Company's four current V-6
engine architectures to one.

   Marysville Axle Plant
   ---------------------
The Marysville Axle Plant will be located in the city of
Marysville (St. Clair County).  The $700 million investment will
include engineering and development for the creation of a new
family of axles that provide better fuel economy.  In addition,
the common axle will allow the Company to consolidate the number
of axles for better economies of scale.

   Sterling Heights Paint Shop
   ---------------------------
The investment at Sterling Heights Assembly Plant will include
retooling that will improve the coatings process in all key areas
of the paint shop including pretreatment, paint mix room and spray
booths.  In addition, the new technology will increase flexibility
and efficiency which will contribute to improved quality and
reduce costs.

The new paint shop will have the capability to paint any vehicle
in the front-wheel-drive vehicle family, providing future
flexibility for the Corporation.  The paint shop will be completed
in 2009.

   Warren Truck Assembly Plant and Warren Stamping
   -----------------------------------------------
Warren Truck Assembly Plant and Warren Stamping will receive
multiple plant upgrades to improve quality, productivity and
worker ergonomics.  The retooling also will increase flexibility
and prepare it for its role in the Chrysler Group's 20 all-new
vehicle product offensive.

Chrysler Group will provide additional details of its "Powertrain
Offensive" at a later date.  All of these investments are subject
to final approval and incentive packages.

   Michigan Investments
   --------------------
Since 2003, the Company has invested $4 billion in its Southeast
Michigan manufacturing operations.  These investments include:

   Date          Plant Facility                      Amount
   ----          --------------                      ------
   April 2007    Trenton (Mich.) Assembly Plant   $730 million
   April 2007    Marysville, Mich.                $700 million
   April 2007    Sterling Heights (Mich.)         $300 million
                 Assembly Plant
   April 2007    Warren Assembly Plant             $50 million
                 and Warren Stamping
   June 2006     Detroit Axle                      $60 million
   October 2005  Global Engine Manufacturing      $803 million
                 Assembly
   May 2005      Trenton (Mich.) Assembly Plant   $300 million
   March 2005    Sterling Heights (Mich.)         $506 million
                 Assembly/Sterling Heights Stamping Plant      
   August 2004   Jefferson North Assembly Plant   $241 million
   2002 - 2004   Warren Truck                     $315 million

DaimlerChrysler facilities in Southeast Michigan include the
Chelsea Proving Grounds, Conner Avenue Assembly Plant,
DaimlerChrysler Transport, Detroit Axle, Global Engine
Manufacturing Alliance, Jefferson North Assembly Plant, Mack
Engine Plants I and II, Mopar Parts World Headquarters, Mt.
Elliott Tool and Die, National Parts Distribution Centers (3),
Plymouth Road Office Complex, Quality Engineering Center, Sterling
Heights Assembly Plant, Sterling Heights Stamping Plant, Sterling
Heights Vehicle Test Center, Trenton Engine Plant, Warren Stamping
Plant, Warren Truck Assembly Plant and the General Motors,
DaimlerChrysler and BMW Hybrid Development Center.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,   
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAIMLERCHRYSLER: 2nd-Round Offers Expected for Chrysler, WSJ Says
-----------------------------------------------------------------
As moves for possible sale of DaimlerChrysler AG's Chrysler Group
get clearer, bidders interested in the automaker's U.S. unit are
expected to submit a second round of offers within the next week
or so, Gina Chon of The Wall Street Journal reports, citing
people familiar with the matter.

Afterwards, WSJ relates, DaimlerChrysler will likely narrow it
down to two bidders and then eventually choose one leading
candidate in early May.

Last week, WSJ said DaimlerChrysler executive Ruediger Grube, a
management-board member and head of strategy, was negotiating with
all Chrysler bidders, with the exception of billionaire Kirk
Kerkorian's Tracinda Corp.

According to that report, the company had scheduled meetings with
Cerberus Capital Management LP; joint bidders Blackstone Group and
Centerbridge Capital Partners LP; and the tandem of Magna
International Inc. and Onex Corp., but left Tracinda Corp. in the
lurch.

The TCR-Europe reported on April 11 that DaimlerChrysler had
received a new offer of up to $4.5 billion in cash from Tracinda
Corp., an investment firm owned by billionaire Kirk Kerkorian.

However, the automaker is skeptical about the competitiveness of
Tracinda's bid, considering that it entails substantial
conditions, as it entertains offers from three other groups, WSJ
observed.

Mr. Kerkorian's tender depends on whether Chrysler enters into a
"satisfactory" labor contract with the UAW and if Daimler agrees
to share part of the troubled unit's unfunded pension liabilities
and retiree heath-care costs amounting to $15 billion.

On the other hand, Magna International Inc. and its potential
partner, Canadian investment firm Onex Corp., plan to each acquire
equal minority stakes in Chrysler and let DaimlerChrysler keep a
small equity in the ailing unit, WSJ relates, quoting sources
familiar with the matter.

Magna also intends to create a separate company for Chrysler and
outsource engineering while keeping the products' design and
assembly in-house, WSJ added.

Concurrently, WSJ reported German bank WestLB AG has acquired a 14
percent stake in DaimlerChrysler, saying that the move is meant to
help shareholders sell their shares, avoiding a broader selloff,
with plans to reduce its share back to its original 3% level.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,   
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DELTA PETROLEUM: Commences Common Stock & Senior Notes Offering
---------------------------------------------------------------
Delta Petroleum Corporation has commenced an offering of 6,200,000
shares of common stock and a separate offering of $100 million
aggregate principal amount of convertible senior notes due
2037.  The completion of either offering is not conditioned on the
success of the other.  The company intends to grant the  
underwriters a 30-day option to purchase a maximum of 930,000
additional shares of its common stock and up to $15 million
principal amount of additional convertible senior notes.

Proceeds from the common stock offering will be used to reduce
outstanding indebtedness under the company's credit facility.
Delta intends to redraw some or all of the amounts paid down on
its credit facility and use the part of the proceeds from the
common stock offering and the convertible notes offering for
capital expenditures and other general corporate purposes.
    
JPMorgan, Lehman Brothers and Deutsche Bank are serving as joint
book-running managers for the offerings.

Each of the offerings is being made only by means of a prospectus
and related prospectus supplement, which will be filed with the
U.S. Securities and Exchange Commission.  A copy of the prospectus
and prospectus supplement may be obtained from the offices of:

   a) J.P. Morgan Securities Inc.
      CS Level
      Prospectus Library
      No. 4 Chase Metrotech Center
      Brooklyn, NY 11245
      Tel: (718) 242-8002

   b) Lehman Brothers Inc.
      c/o Broadridge Prospectus Fulfillment
      No. 1155 Long Island Avenue
      Edgewood, NY 11717
      Fax: 631-254-7268

   c) Deutsche Bank Securities Inc.
      Attn: Prospectus Dept.
      No. 100 Plaza One
      Jersey City, NJ 07311
      Tel: (800) 503-4611

                       About Delta Petroleum

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas   
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

Delta Petroleum Corp.'s 7% Senior Subordinated Notes due 2015
carry Moody's Investors Service's and Standard & Poor's junk
ratings.


DIVERSIFIED ASSET: Fitch Junks Rating on $37 Mil. Class B-1 Notes
-----------------------------------------------------------------
Fitch downgrades one class of notes and affirms three classes of
notes issued by Diversified Asset Securitization Holdings II, L.P.

These rating actions are effective immediately:

    -- $33,613,626 class A-1 notes affirmed at 'AAA';

    -- $212,886,298 class A-1L notes affirmed at 'AAA';

    -- $50,000,000 class A-2L notes affirmed at 'BBB+',

    -- $37,000,000 class B-1 notes downgraded to 'CCC/DR4' from
       'B/DR4'.

DASH II is a structured finance collateralized debt obligation
originated by Asset Allocation & Management, LLC in September 2000
and currently managed by Western Asset Management Co.

Western became the substitute asset manager for AAMCO in November
2002.  Fitch rates Western 'CAM2' for managing structured finance
CDOs.  Western is currently limited to making non-discretionary
sales of collateral as DASH II exited its reinvestment period in
September 2005.

The portfolio supporting the CDO is comprised of residential
mortgage-backed securities, commercial mortgage-backed securities,
asset backed securities, and CDOs.  Fitch discussed the current
state of the portfolio with the asset manager.

Since the last rating action in March 2006 there has been a
noteworthy decrease in weighted average coupon and weighted
average spread of the portfolio.  As of the March 2007 trustee
report the weighted average coupon decreased to 7.1% from 8.28%
and is failing its minimum level of 7.95%. T he weighted average
spread decreased to 1.70% from 1.95% and continues to meet its
corresponding covenant of 1.55%.  The Fitch weighted average
rating factor is currently at 26 ('BBB-/BB+'), which violates the
covenanted trigger of 18 ('BBB/BBB-').  Defaulted assets currently
represent approximately 6.57% of the underlying portfolio.  No new
defaults have occurred in the portfolio since the last rating
action.  Additionally, since the previous rating action the class
B overcollateralization test has been triggered seven times, three
of them on the payment dates resulting in diversion of excess
spread to pay down the A notes.  While this development is
positive for the rated notes and for the B notes in particular,
the class B OC test may recover in the future given that it is
currently failing by only 0.1%.  In that event the class B OC test
is cured, the class B notes will recover less principal than in
the best case scenario (continuous class B OC test failure).

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


DOUBLECLICK INC: Google Buy Offer Cues S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on DoubleClick Inc. on CreditWatch with positive
implications following the announcement by Google Inc. that it has
a definitive agreement to acquire DoubleClick from Hellman &
Friedman LLC, JMI Equity, and management for $3.1 billion in cash.
     
New York-based DoubleClick is a leader in digital marketing
technology and services.  Google is the current leader in search
advertising, with a eater-than-40% market share.
     
"Because of DoubleClick's display advertising technology and
relationships with advertisers and publishers, the acquisition
will certainly accelerate Google's entry into the display
advertising market," said Standard & Poor's credit analyst Andy
Liu.
     
The transaction is expected to close by the end of the year and
must go through antitrust review by U.S. regulators under the
Hart-Scott-Rodino Antitrust Improvements Act.


EMAGIN CORP: Recurring Losses Cue Eisner's Going Concern Doubt
--------------------------------------------------------------
Eisner LLP expressed substantial doubt on eMagin Corp.'s ability
to continue as a going concern after auditing the company's annual
report for the year ended Dec. 31, 2006.  Eisner reported that the
company has had recurring losses from operations which is likely
to continue, and has working capital and capital deficits at
Dec. 31, 2006.

As of Dec. 31, 2006, the company posted total assets of $7 million
and total liabilities of $8.2 million, resulting to total
stockholders' deficit of $1.2 million.  The company's December 31
balance sheet also showed strained liquidity with total current
assets of $5.6 million available to pay total current liabilities
of $5.9 million.  The company posted an accumulated deficit of
$180.8 million as of Dec. 31, 2006.

Net loss for the year ended Dec. 31, 2006, was $15.3 million on
total net revenues of $8.2 million, as compared with net loss for
the year ended Dec. 31, 2005, of $16.5 million on total net
revenues of $3.7 million.

At Dec. 31, 2006, the company's principal source of liquidity was
cash of $1.4 million.  For the year ended Dec. 31, 2006, net cash
used by operating activities was about $10.4 million, primarily
attributable to a net loss in 2006.  For the year ended Dec. 31,
2006, net cash used by investing activities was about $257,000
primarily related to purchases of equipment.  Net cash provided by
financing activities the year ended Dec. 31, 2006, was about
$5.3 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d5f

                           About eMagin

Headquartered in Bellevue, Washington, eMagin Corporation (AMEX:
EMA) -- http://www.emagin.com/-- manufactures and markets virtual    
imaging products and information technology softwares.  In
addition, eMagin offers engineering support, as well as various
support products, including developer kits and personal computer
interface kits.  The company offers its products to OEMs in the
military, industrial, medical, and consumer market sectors through
direct technical sales in North America, Asia, and Europe.


ENER1 INC: Malone & Bailey Expresses Going Concern Doubt
--------------------------------------------------------
Malone & Bailey PC raised substantial doubt about the ability of
Ener1 Inc. to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditing firm pointed to the company's recurring losses from
operations, negative cash flow from operations, and an accumulated
deficit.

As of Dec. 31, 2006, the company recorded total assets of
$7.2 million, total liabilities of $35.7 million, Series A
Preferred stock of $6.6 million, and Series B Preferred stock of
$15.2 million, resulting to total stockholders' deficit of
$50.3 million.  The company also recorded an accumulated deficit
of $191.9 million as of Dec. 31, 2006.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $691,000 available to pay
total current liabilities of $14.4 million.

For the year ended Dec. 31, 2006, the company had net sales of
$100,000 and a net loss of $41.3 million, as compared with net
sales of $60,000 and a net income of $28.6 million for the year
ended Dec. 31, 2005.  Income in 2005 was largely due to the gain
on derivative liabilities valued at $70.8 million.  The company
said that it is likely that it will continue to incur negative
cash flows through Dec. 31, 2007, and additional financing will be
required to fund its planned operations and meet its current
obligations through those periods.

                     Funding from Ener1 Group

In 2007, Ener1 Group has continued to fund the company's
operations on a limited basis through the exercise of warrants and
loan advances.  Between Jan. 1, 2007, and April 2, 2007, the
company received $5.2 million upon the exercise of warrants to
purchase Ener1 common stock, and loan advances of $2.2 million
from Ener1 Group.  In consideration for the exercise by Ener1
Group of the warrants prior to their expiration dates, the company
lowered the exercise prices of these warrants.

The company issued 10% subordinated convertible notes to Ener1
Group in the aggregate amount of $12 million, representing
obligation to repay a portion of the amounts advanced to the
company by Ener1 Group during 2006 and 2007.  Ener1 Group has
advanced the company an additional $2.4 million during 2006 and
2007.  The company has not yet established, the terms upon which
it will repay these funds to Ener1 Group.

                  Registration Rights Agreements

The terms of the Registration Rights Agreements required the
company to register the resale of the common stock underlying the
2004 Debentures and associated warrants until Jan. 20, 2006, and
requires the company to register the resale of the common stock
underlying the 2005 Debentures and associated warrants until March
14, 2007.  This is in connection with the issuance of the
company's 5% Senior Secured Convertible Debentures due 2009,
issued in January 2004 and the company's 7.5% Senior Secured
Convertible Debentures due 2009, issued in March 2005

As of April 4, 2007, $1.6 million of the registration delay
expenses have been paid to one of the holders of $9.5 million
principal amount of the 2004 Debentures and $10 million principal
amount of the 2005 Debentures.  As of April 4, 2007, in addition
to the $145,000 owed to the holder, the company has not paid
registration delay expenses of $926,000 to the remaining holders
of the 2004 and 2005 Debentures.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d6c

                            About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three  
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs. EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.


FABCO OF BATON ROUGE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: FABCO of Baton Rouge, L.L.C.
        702 O'Neal Lane
        Baton Rouge, LA 70816

Bankruptcy Case No.: 07-10495

Chapter 11 Petition Date: April 17, 2007

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Pamela G. Magee, Esq.
                  7922 Wrenwood Boulevard, Suite B
                  Baton Rouge, LA 70809
                  Tel: (225) 925-8770
                  Fax: (225) 924-2469

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
Bank of America                                          $8,400
P.O. Box 1390
Norfolk, VA 23501


FINANCIAL MEDIA: Feb. 28 Balance Sheet Upside-Down by $3.5 Million
------------------------------------------------------------------
Financial Media Group Inc. reported a net loss of $1,791,618 for
the second quarter ended Feb. 28, 2007, compared with a net loss
of $930,808 for the second quarter ended Feb. 28, 2006.

Revenues for the three months ended Feb. 28, 2007, was $1,527,554
compared to revenues of $1,502,281 for the same period in 2006.  

At Feb. 28, 2007, the company's balance sheet showed $5,244,465 in
total assets and $8,816,213 in total liabilities, resulting in a
$3,571,748 total stockholders' deficit.  Additionally, accumulated
deficit stood at $6,397,823 at Feb. 28, 2007.

The company's balance sheet at Feb. 28, 2007, also showed strained
liquidity with $5,127,936 in total current assets available to pay
$5,816,213 in total current liabilities.

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?1d64

                       Going Concern Doubt

Kabani & Company Inc. expressed substantial doubt about
Financial Media's ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
accumulated deficit of $3.7 million as of Aug. 31, 2006, and net
loss of $1.6 million for the year ended Aug. 31, 2006.

                      About Financial Media

Financial Media Group Inc. (OTC BB: FNGP.OB) --
http://www.financialmediagroupinc.com/-- is a diversified media  
and advertising company that owns and operates www.wallst.net, a
branded financial consumer gateway that provides in-depth,
original, multimedia editorial content, up-to-the-minute business
news, and comprehensive financial tools and data for investors.  
In addition to WallSt.net, Financial Media Group Inc. owns and
operates www.mywallst.net, the Web's first multimedia social
network for the global financial community, and 'The Wealth Expo,'
a leading producer of educational investor expositions that are
held across the United States.


FIRST CONSUMERS: Fitch Withdraws B- Rating on Class C Notes
-----------------------------------------------------------
Fitch Ratings withdraw its rating on First Consumers Credit Card
Master Trust, series 2001-A, class C notes due to a lack of market
interest.  Prior to the withdrawal, the class C notes were rated
'B-'.  This rating withdrawal occurred prior to the execution of
several amendments to the existing trust documents on April 16,
2007.


GENESCO INC: Earns $67.6 Million in Year Ended February 3
---------------------------------------------------------
Genesco Inc. reported net earnings of $67.6 million on net sales
of $1.5 billion for the fiscal year ended Feb. 3, 2007, as
compared with net earnings of $62.7 million on net sales of
$1.3 billion for the fiscal year ended Jan. 28, 2006.  

The company's net sales increased 13.8% during Fiscal 2007
compared to the prior year.  The increase was driven primarily by
the addition of new stores, a 2% increase in comparable store
sales, a 34% increase in Licensed Brands sales and a 14% increase
in Johnston & Murphy wholesale sales.  

Operating income decreased as a percentage of net sales during
Fiscal 2007 primarily due to decreased operating income in the
Underground Station Group and decreased operating income as a
percentage of net sales in the Journeys Group and Hat World Group
businesses, partially offset by an increase in operating income in
the Johnston & Murphy Group and Licensed Brands businesses.

As of Feb. 3, 2007, the company's balance sheet showed total
assets of $729.4 million and total liabilities of $324.1 million,
resulting to shareholders' equity of $405.2 million.

The company held cash and cash equivalents of $16.7 million in
fiscal 2007, down from $60.5 million in fiscal 2006.  The company
expects that cash on hand and cash provided by operations will be
sufficient to fund all of its planned capital expenditures through
fiscal 2008, although the company plans to borrow under its
revolving credit facility from time to time to support seasonal
working capital requirements.

                       Hat Shack Acquisition

On Jan. 11, 2007, Hat World, which the company bought on April 1
2004, acquired 100% of the outstanding stock of Hat Shack Inc.
for a purchase price of $16.6 million plus debt assumed of
$2.2 million, after preliminary closing adjustments anticipated in
the purchase agreement, funded from cash on hand.  As of Feb. 3,
2007, there were 49 Hat Shack retail headwear stores located
primarily in the southeastern U.S.

                Amended Revolving Credit Facility

On Dec.1, 2006, the company entered into an Amended and Restated
Credit Agreement with the company and certain of its subsidiaries
as borrowers and Bank of America, N.A. as lender, as
administrative agent.  The Credit Facility replaced the company's
$105 million revolving credit facility.

A full-text copy of the company's fiscal 2007 report is available
for free at http://ResearchArchives.com/t/s?1d62

                         About Genesco Inc.

Genesco Inc. (NYSE: GCO) -- http://www.genesco.com/-- a   
Nashville-based specialty retailer, sells footwear, headwear and
accessories in more than 1,900 retail stores in the U.S. and
Canada, principally under the names Journeys, Journeys Kidz,
Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld,
Lids, Hat Zone, Cap Factory, Head Quarters and Cap Connection, and
on Internet websites http://www.journeys.com/,
http://www.journeyskidz.com/,http://www.undergroundstation.com/,  
http://www.johnstonmurphy.com/,http://www.lids.com/,  
http://www.hatworld.com/,and http://www.lidscyo.com/. The  
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.

                           *     *     *

Genesco Inc. carries Moody's Investors Service's Ba3 corporate
family rating and the company's convertible subordinated
debentures carry Moody's B1 rating.


GENTEK INC: Reduced Debt Prompts Moody's to Upgrade Ratings
-----------------------------------------------------------
Moody's Investors Service upgraded GenTek Inc.'s corporate family
rating to B1 from B2, the company's $269 million (upsized from
$219 million) first lien term loan to Ba3 from B1, the company's
$60 million first lien revolving credit facility to Ba3 from B1,
and GenTek's speculative grade liquidity rating to SGL-2 from SGL-
3. These actions conclude the review commenced on Feb. 15, 2007.

The ratings outlook is positive.

The upgrade of the company's corporate family rating to B1
reflects the company's reduced debt balances as well as expected
improvement in cash flow generation.  GenTek sold its Noma wire
harness and cable business to Electrical Components International
for $75 million and used the proceeds to repay its second lien
term loan.  In conjunction with the elimination of the second lien
term loan, the company upsized its first lien term loan by $50
million to $269 million.  These transactions resulted in a net
reduction of debt by $63 million.  Moody's projects the company's
adjusted debt to EBITDA (using Moody's Standard Adjustments) to
decline below 4 times by the end of fiscal 2007 from 4.3 times in
fiscal 2006.  The company's free cash flow to total adjusted debt
is projected to be in low double digits for the same time period,
benefiting from both debt reduction and improved free cash flow
after the disposal of the cash-consuming Noma business.  The
upgrade also takes into consideration management's focus on debt
reduction, a business strategy less focused on driving market
share growth and more on improving profitability, partially offset
by decreased end market diversification following the Noma
divestiture.

The positive outlook reflects Moody's expectation that the company
will continue to improve its credit metrics in the intermediate
term, supported by continuous solid operating performance and a
conservative financial policy.

The upgrade of the liquidity rating to SGL-2 indicates Moody's
expectation of an improved liquidity position for the next 12
months driven by the company's solid internal cash flow
generation.  GenTek has also access to a $60 million revolving
credit facility that was only partially utilized (roughly $10
million outstanding plus around $10 million letters of credit) at
the end of 2006.  Moody's believes peak usage should reach $10-$15
million through 2007.  GenTek should also maintain reasonable
headroom under its covenants after the company amended its credit
agreement.  Moody's additionally notes that the company does have
other non-core manufacturing assets, which the company could
divest in 2007 and 2008 with the proceeds being used to further
reduce debt.

Post the Noma divestiture, GenTek has become more of a specialty
chemical company and less of a diversified manufacturer
(approximately 60% of revenues will emanate from specialty
chemicals, 40% from manufacturing).  Therefore, GenTek's ratings
remain constrained by the underlying cyclicality of the chemical
sector, potential swings in GenTek's end-user demand and raw
material cost volatility.  Furthermore, the B1 CFR incorporates
the company's lack of track record as a predominantly specialty
chemical company.

These rating actions were taken:

    - Corporate family rating upgraded to B1 from B2;
    
    - Probability of Default rating confirmed at B2;

    - $269 million (upsized from $219 million) first lien term
      loan upgraded to Ba3 from B1;

    - LGD (Loss-given-default) assessment and rate on the first
      lien term loan upgraded to LGD2, 29% from LGD3, 34%;

    - $60 million revolving credit facility upgraded to Ba3
      from B1;

    - LGD (Loss-given-default) assessment and rate on the
      revolving credit facility upgraded to LGD2, 29% from LGD3,
      34%;

    - Speculative grade liquidity rating, upgraded to SGL-2 from
      SGL-3;

    - $113 million second lien term loan, rating withdrawn.

GenTek Inc., headquartered in Parsippany, New Jersey, is a
manufacturer of specialty chemicals and engineered industrial
components.  Revenues from continuing operations for 2006 were
$611 million.


GEORGE PERSON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: George T. Person
        423 North Ridgeland
        Oak Park, IL 60302

Bankruptcy Case No.: 07-06926

Chapter 11 Petition Date: April 17, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Karen J. Porter
                  11 East Adams Street, Suite 906
                  Chicago, IL 60603
                  Tel: (312) 673-0333
                  Fax: (312) 673-0334

Estimated Assets: $500,000 to $1 Million

Estimated Debts:                Unstated

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


GRANITE BROADCASTING: Has Until July 9 to Decided on Leases
-----------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York extended Granite Broadcasting
Corp. and its debtor-affiliates' time within which they may assume
or reject their unexpired leases of non-residential property
through and including the earlier of:

   * the effective date of the Debtors' plan of reorganization;
     and

   * July 9, 2007.

The Court also directs that the extension of the Deadline
pursuant to Section 365(d)(4) of the Bankruptcy Code is without
prejudice to the right of any lessor under any Lease to seek an
order requiring the Debtors to elect to assume or reject a
particular Lease prior to the 365(d)(4) Deadline, if the Plan is
not confirmed at the Confirmation Hearing.

                     About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp. (OTC:GBTVQ)
-- 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 chapter 11 plan expired on April 10,
2007.  (Granite Broadcasting Corp. Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/     
or 215/945-7000).

                          Plan Update

The Debtors filed their Prepackaged Plan and Disclosure Statement
on Dec. 11, 2006.  On Feb. 12, 2007, they filed an Amended
Disclosure Statement and the Court approved the adequacy of that
Disclosure Statement on Feb. 14, 2007.  On March 2, 2007, the
Debtors filed an Amended Plan of Reorganization.  The hearing to
consider confirmation of the Debtors' plan started on April 16,
2007.


GRANITE BROADCASTING: Examiner Hires King & Spalding as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Andrew C. Hruska, newly appointed Examiner for the Debtors'
Chapter 11 cases, approve the employment of King & Spalding, LLP,
as his counsel, to assist him in carrying out his duties.

The Examiner is a partner of King & Spalding.

Pursuant to the Court order appointing Mr. Hruska as Examiner,
Mr. Hruska may retain counsel and other professionals, including
his firm, if he determines that the retention is necessary to
discharge his duties.

Mr. Hruska proposed that King & Spalding be employed to:

    (a) take all necessary actions to assist him in his
        investigation and examination;

    (b) prepare on his behalf all reports, pleadings, applications
        and other necessary documents in the discharge of the
        Examiner's duties;

    (c) assist him in the other tasks that may be directed to be
        undertaken by the Court; and

    (d) perform all other necessary legal services in connection
        with the discharge by the Examiner of his responsibilities
        in the Bankruptcy cases.

Mr. Hruska said that King & Spalding will be paid its standard
hourly rates:

    Professional           Hourly Rate
    ------------           -----------
    Partners               $515 - $800
    Counsel                $475 - $735
    Associates             $250 - $650
    Paraprofessionals      $195 - $250

Moreover, King & Spalding will be paid its reasonable out-of-
pocket expenses.

Given the expedited schedule for the filing of the Examiner's
report, Mr. Hruska asked King & Spalding to begin its
representation prior to the approval of the firm's retention.

Consequently, King & Spalding agreed to begin its representation
on February 23, 2007, so that there would be no delay in the
fulfillment of the Examiner's duties, on the expectation that it
would be retained nunc pro tunc to February 23.

                   About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp. (OTC:GBTVQ)
-- 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 chapter 11 plan expired on April 10,
2007.  (Granite Broadcasting Corp. Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/     
or 215/945-7000).

                          Plan Update

The Debtors filed their Prepackaged Plan and Disclosure Statement
on Dec. 11, 2006.  On Feb. 12, 2007, they filed an Amended
Disclosure Statement and the Court approved the adequacy of that
Disclosure Statement on Feb. 14, 2007.  On March 2, 2007, the
Debtors filed an Amended Plan of Reorganization.  The hearing to
consider confirmation of the Debtors' plan started on April 16,
2007.


HANCOCK FABRICS: Retains Keen Realty to Sell 123 Retail Leaseholds
------------------------------------------------------------------
Hancock Fabrics Inc. has retained Keen Realty LLC under an order
of the United States Bankruptcy Court for the District of Delaware
to market and assist with the disposition of two fee-owned retail
properties and 121 of the company's retail leasehold interests
located nationally.

Keen Realty, LLC is a real estate consulting firm specializing in
maximizing the value of its clients' real estate assets
nationwide.

"The company is excited to offer these leases and fee-properties
for sale.  The leases include favorable rental rates, and many of
these stores are located in prime shopping centers throughout the
country.  The fee-properties are located in Jackson, MS consist of
approximately 9,600 sq. ft. and Flint, MI consist of approximately  
12,000 sq. ft.," Matthew Bordwin, Keen Realty's executive vice
president, said.  "Interested parties are required to submit bids
in accordance with the bid procedures, which are subject to
Bankruptcy Court approval.  Of the 123 properties, 101 are subject
to a bid deadline of June 1, 2007, with an auction scheduled for
June 5, 2007.  The remaining 22 leases are subject to a bid
deadline of May 18, 2007.  The properties may be sold prior to the
auction, and therefore, interested parties are encouraged to
contact us immediately," Mr. Bordwin added.  The locations range
in approximate size from 7,200 sq. ft. to 40,235 sq. ft.

For more information on Hancock Fabrics Inc.'s leaseholds contact:

         Keen Realty LLC
         Attn: Matthew Bordwin
         Suite 214, No. 60 Cutter Mill Road
         Great Neck, NY 11021
         Tel: (516) 482-2700
         Fax: (516) 482-5764

                         About Keen Realty

Founded in 1982, Keen Realty is in its 25th year of solving
complex problems and evaluating and selling real estate, leases
and businesses.  Keen Realty, has identify strategic investors and
partners for businesses, has consulted with hundreds of clients
nationwide, and evaluated and disposed of more than 20,000
properties consisting of nearly 2 billion sq. ft. across the
country.  Recent clients include: Cornell Trading, Inc. dba April
Cornell, Eddie Bauer/Spiegel, The LoveSac Corp., Copeland Sports,
The Penn Traffic Company, Frank's Nursery and Crafts, Arthur
Andersen, Warnaco, and JP Morgan Chase.

                       About Hancock Fabrics

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.


IMPSAT FIBER: Deloitte & Touche Raises Going Concern Doubt
----------------------------------------------------------
IMPSAT Fiber Networks Inc.'s disclosed that as a result of its
current liquidity position, amount of debt obligations and
operating results, its independent registered public accounting
firm, Deloitte & Touche LLP, issued a negative "going concern"
opinion in connection with their audit of the company's
consolidated financial statements for the year ended Dec. 31,
2006, and 2005.  These opinions expressed substantial doubt as to
the company's ability to continue as a going concern.  

The company stated that the going concern opinions could have an
adverse impact on its ability to execute its business plan; result
in the reluctance of potential business partners to do business
with the company, result in the inability to obtain new business
due to potential customers' concern about the company's ability to
deliver services, or adversely affect the company's ability to
raise additional capital.

For the full year 2006, it generated net revenues that totaled
$285 million, an increase of $31 million, as compared to net
revenues in 2005.  For the twelve months ended Dec. 31, 2006, the
company recorded a net loss of $35.6 million, as compared with a
net loss of $36.2 million during 2005.

Broadband and Satellite revenues increased $11.8 million, or
6.8%, period over period, driven by higher sales of IP Services,
primarily in Brazil, Peru, Venezuela and USA.  Internet revenues
increased 17.9% period over period as the company increased
services to corporate customers, particularly in Brazil, Colombia
and Venezuela.  Value Added Services revenues increased by 43.7%
as compared with 2005. Growth was led by higher sales of hosting
and managed services, mainly in Brazil, Chile and Colombia.  
Telephony revenues grew by 9.3%, as compared with 2005, led by
higher sales to corporate customers in Peru and Brazil.

Operating Expenses for 2006 totaled $284.1 million, an increase
of $27 million, as compared with 2005.  This increase is
principally related to an $8.7 million increase in direct costs,
a $10.2 million increase in salaries and wages, a $3.1 million
increase in selling, general and administrative expenses, and a
$5 million increase in depreciation and amortization charges.

Consolidated number of employees increased from 1,208 at Dec. 31,
2005, to 1,251 at Dec. 31, 2006.  This increase in headcount was
required to sustain revenue growth in Brazil.  Selling, General
and Administrative expenses totaled $25.4 million for 2006, an
increase of $3.1 million, as compared with 2005.  The increase is
mostly related to higher advisory fees and higher taxes due to a
tax recovery in Brazil during 2005, as well as higher insurance
costs.

Commenting on the results for the year, Impsat CEO, Ricardo
Verdaguer stated, "2006 was a year of great accomplishment for
Impsat.  We not only increased revenues for the third consecutive
year but we continued improving revenue mix towards value added
services with better margins.  The announcement, in October, of
Global Crossing's proposed acquisition of Impsat will bring us a
whole new set of opportunities to leverage the future growth of
the company."

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $387.5 million and total liabilities of $377.1 million,
resulting to total stockholders' equity of $10.4 million.  The
company recorded an accumulated deficit of $76.6 million as of
Dec. 31, 2006.

                  Liquidity and Capital Resources

Cash and cash equivalents at Dec. 31, 2006, were $21.3 million.  
This compares to cash and cash equivalents of $24.1 million at
Dec. 31, 2005.  The decrease in cash is principally related to the
repayment of debt.

Total debt as of Dec. 31, 2006, was $241.2 million as compared
with $248.1 million on Dec. 31, 2005.  Of the total debt at Dec.
31, 2006, $36.5 million was short-term debt and the current
portion of long-term debt, while the other $204.7 million
represented long-term debt.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d67

                        About IMPSAT Fiber

IMPSAT Fiber Networks Inc. in Buenos Aires, Argentina (OTC: IMFN)
-- http://www.impsat.com/-- provides private telecommunications  
networks and Internet services in Latin America.  The company owns
and operates 15 metropolitan area networks in some of the largest
cities in Latin America and has 15 facilities to provide hosting
services, providing services to more than 4,500 national and
multinational clients.  IMPSAT has operations in Argentina,
Colombia, Brazil, Venezuela, Ecuador, Chile, Peru and the U.S.


INNOPHOS HOLDINGS: Completes Sale of $66 Million of Senior Notes
----------------------------------------------------------------
Innophos Holdings Inc. has completed the sale of $66 million of
9.5% Senior Unsecured Notes due 2012, in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The new 9.5% Senior Unsecured Notes issued on April 16, 2007, will
pay interest on October 15 and April 15 commencing October 15,
2007.  The notes are redeemable at specified prices on and after
April 15, 2009.

The company contributed the proceeds from the new notes to its
wholly-owned subsidiary, Innophos Investments Holdings Inc., to
fund the redemption of its Floating Rate Senior Notes due 2015.  

The remaining $60.8 million of the Floating Rate Notes have been
called for redemption as of May 17, 2007, at a price of 103% of
the principal amount, plus accrued and unpaid interest to the date
of redemption.

The subsidiary fulfilled all conditions precedent to the
satisfaction and discharge of its obligations under the terms
of the indenture governing the Floating Rate Notes.

                       About Innophos Holdings

Headquartered in Cranbury, New Jersey, Innophos Holdings Inc.
-- http://www.innophos.com/-- produces chemical grade phosphates.

                            *     *     *

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.


JOAN FABRICS: Organizational Meeting Scheduled Tomorrow
-------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Joan Fabrics Corporation and its debtor-
affiliate's chapter 11 case tomorrow at 2:00 p.m., on April 20,
2007, at Room 5209, J. Caleb Boggs Federal Building, 844 North
King Street, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtor's business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
Debtor and its affiliate, Madison Avenue Designs, LLC, filed for
Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case Nos.
07-10479 and 07-10480).  Laura Davis Jones, Esq., Curtis A. Hehn,
Esq., and Michael Seidl, Esq., at Jones Pachulski Stang Ziehl
Young Jones & Weintraub, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $1
million to $100 million.


JOAN FABRICS: Employs Carl Marks as Financial Advisor
-----------------------------------------------------
Joan Fabrics Corporation has retained Carl Marks Advisory Group
LLC as financial advisor.  CMAG will facilitate the sale of the
company or its assets and has also assumed control of the day-to-
day operations in connection with the Chapter 11 filing.

Parties interested in considering a bid for Joan Fabrics or its
assets should contact the CMAG Managing Directors:

   -- Patrick Lagrange
      Tel: (212) 909-8411, or

   -- Jette Campbell
      Tel: (704) 962-0926

                          About Carl Marks

Carl Marks Advisory Group LLC provides a wide array of investment
banking and financial and operational advisory services to the
middle market, including mergers and acquisitions advice, debt and
equity capital placements, financial restructuring plans,
strategic business assessments, improvement plans and interim
management.  The firm has offices in New York and Charlotte, North
Carolina.

                        About Joan Fabrics

Headquartered in Tyngsboro, Massachusetts and founded in 1932,
Joan Fabrics Corporation manufactures top quality woven
jacquard and velour fabrics.  The companies have manufacturing
facilities in North Carolina and an affiliate entity in Mexico.

The company filed for Chapter 11 protection on April 10, 2007
(Bankr. D. Del. Case No.: 07-10479).  Its Debtor-affiliate,
Madison Avenue Designs LLC (Bankr. D. Del. Case No.: 07-10480)
filed separately on the same date.  Curtis A. Hehn, Esq., Laura
Davis Jones, Esq., Michael Seidl, Esq. of Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP and Richard E. Mikels, Esq. of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo PC, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its Creditors, it listed assets and debts between
$1 million to $100 million.


LAS VEGAS SANDS: Seeks $5 Billion Senior Credit Facility
--------------------------------------------------------
Las Vegas Sands Corp. disclosed that on April 17, 2007, its
subsidiary, Las Vegas Sands, LLC, commenced  marketing of a
$5 billion senior secured credit facility, which is expected to
consist of a:

    * $3 billion funded term loan,

    * $600  million  delayed draw term loan, which will
      be available for 12 months after closing,

    * $400 million delayed draw term loan, which will be available  
      for 18 months after closing, and

    * $1.0 billion revolving credit facility.

The proceeds of the senior secured credit facility will be used
to:

    -- refinance LVS LLC's indebtedness under its current credit  
       facility and other indebtedness of certain of LVS LLC's
       domestic subsidiaries,

    -- fund domestic development projects,

    -- provide liquidity to support international development  
       projects, and

    -- fund working capital and for general corporate
       purposes.

Domestic development projects include:

    * the completion of The Palazzo Resort Hotel Casino and the
      Palazzo mall,

    * the construction of the Palazzo condominium  tower,

    * the refurbishment of rooms at The Venetian Resort Hotel
      Casino,

    * the construction of the Sands Expo and Convention Center II,
      a new convention center to be built near the existing Sands
      Expo and Convention Center with direct access to the casino
      complex, and

    * the construction of Sands Bethworks, a gaming, hotel,
      shopping and dining complex to be located on the site of the
      historic Bethlehem Steel factory in Bethlehem, Pennsylvania.

LVS LLC will be the borrower under the senior secured
credit facility which will be guaranteed by substantially all of
the LVS LLC's existing wholly-owned domestic subsidiaries and will
be secured by a first priority security interest on all the assets
of the LVS LLC and the Guarantors except for equity interests,
certain furniture, fixtures and equipment and other exceptions to
be determined.

The collateral will include The Venetian, The Palazzo, the Palazzo
condominium tower and the Palazzo mall, Sands Expo and Convention
Center and Sands Expo and Convention Center II. While Sands
Pennsylvania, Inc., the LVS LLC subsidiary which, along with a
third-party joint venture partner will own Sands Bethworks, will
be a guarantor, the Sands Bethworks project itself is not expected
to be part of the collateral package.

In addition, the senior secured credit facility will not be
guaranteed by any foreign subsidiaries and will not be secured by
any international operations or assets, including the Macao,
Cotai Strip (TM), Singapore and Hengqin Island development
properties.

The company's outstanding 6.375% Senior Notes due February 2015
will be secured on a pari passu basis with the senior secured
credit facility.

Borrowings  under the senior secured credit facility will bear
interest, at LVS LLC's option, at either an adjusted Eurodollar
rate plus a credit spread or at an alternative base rate, plus a
credit spread.  The Borrower is also expected to pay a commitment
fee on the undrawn amount of the revolving credit facility and on
the undrawn amount of the delayed draw term loan.

The revolving credit facility is expected to have a five year
maturity.  The funded term loan is expected to mature in seven
years.  The $600 million and $400 million delayed draw term loans
are expected to mature in seven and six years, respectively.

The senior secured credit facility is expected to close in the
second quarter of 2007 and will be subject to successful
completion of the marketing of the senior secured credit facility
to prospective lenders, satisfactory documentation and other
customary conditions.

                     About Las Vegas Sands

Las Vegas Sands Corp. -- http://www.lasvegassands.com/--  
(NYSE:LVS) owns and operates The Venetian Resort Hotel Casino and
The Sands Expo and Convention Center in Las Vegas, Nevada, and The
Sands Macao Casino in Macao, China.  The company is also in the
process of developing additional integrated resorts and properties
in Las Vegas and Macao, including The Palazzo Resort Hotel Casino,
which will be adjacent to and connected with The Venetian, The
Venetian Macao Resort Hotel Casino and other casino resort
properties on the Cotai Strip in Macao.

During the year ended Dec. 31, 2006, the company was awarded
licenses to develop Marina Bay Sands, an integrated resort in
Singapore, and Sands Bethworks in Bethlehem, Pennsylvania.  It is
also exploring other integrated resort opportunities in Asia,
Europe and the United States.


LAS VEGAS SANDS: Moody's Rates New $5 Billion Sr. Facility at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3/LGD-3/48% rating to Las
Vegas Sands LLC's and Venetian Casino Resort LLC's (co-borrowers)
new $5 billion senior secured bank facility.

At the same time, Moody's affirmed Las Vegas Sands Corp.'s Ba3
corporate family rating, Ba3 probability of default rating, and
SGL-2 speculative grade liquidity rating; placed Las Vegas Sands
Corp.'s 6.375% senior notes due 2015 currently rated B2/LGD-6/90%
on review for possible upgrade; and revised Las Vegas Sands
Corp.'s ratings outlook to negative from stable.

Las Vegas Sands Corp. is the parent company of Las Vegas Sands LLC
which is a U.S. subsidiary financed on a restricted group basis.  
Proceeds from the Restricted Group's new bank facility will be
used to refinance its existing $1.62 billion bank facility and
repay both the Phase II Mall construction loan and the Sands Expo
mortgage notes.  As a result of the refinancing, both the Phase II
Mall and Sands Expo assets will become part of the Restricted
Group.  The new facility will also be used to finance the design,
development, construction and pre-opening costs of Restricted
Group development projects as well as for working capital needs.  
Additionally, proceeds from the new facility will be used for
general corporate purposes including certain investments to fund
portions of development projects being undertaken by subsidiaries
outside of the Restricted Group.

LVSC's Ba3 corporate family rating recognizes the consistent
improvement in and favorable outlook for the Restricted Group's
operating results, positive trends in the Las Vegas gaming market,
the good risk/reward profile of current development projects, and
the company's significant development experience.  The rating also
anticipates several future de-leveraging events including the
opening of the Palazzo in fall 2007 and the expected sale of the
Phase II Mall assets in early 2008.  Key credit concerns include
the Restricted Group's single destination-type market
concentration and aggressive development plans.  As a result,
leverage likely to remain high for the current rating category.

LVSC's senior notes were placed on review for possible upgrade
given that once the refinancing occurs these notes become senior
secured obligations that rank pari passu to the Restricted Group's
new $5 billion bank facility in accordance with the equal and
ratable provisions set forth in indenture for the LVSC Notes.  
Although LVSC and its senior note obligation reside outside of the
Restricted Group from a legal perspective, the notes are jointly
and severally guaranteed by the same existing and future domestic
subsidiaries that guarantee the Restricted Group's bank debt.  The
Restricted Group's bank agreement includes a provision that allows
it to make debt service payments towards LVSC's senior unsecured
notes without being limited by a restricted payments covenant.  
Once the transaction closes, it's expected the senior notes will
be rated similarly to the Restricted Group's $5 billion bank
facility.

The revision of LVSC's ratings outlook to negative from stable
acknowledges that the refinancing significantly increases the
Restricted Group's ability to fund developments outside of its
structure.  As a result, Restricted Group debt/EBITDA could remain
above 6.0x until 2010 depending on the amount and pace of these
investments.  Given current expectations, debt/EBITDA is not
expected to drop below 6.0x until the beginning of 2009.
Restricted Group debt/EBITDA at Dec. 31, 2006 was about 4.5x.

Ratings could be negatively impacted if the Palazzo ramp-up is
slower than expected and does not generate an annualized return of
approximately 15% soon after opening, and/or if it appears that
equity investments from the Restricted Group to subsidiaries
outside of its structure will exceed $1 billion over the next two
years.  Ratings upside is limited at this time given the
expectation that as a result of the company's considerable
development and investment activity, any material de-leveraging
will not likely occur until the beginning of 2009.  Better than
expected results from the Venetian Casino Resort along with a
strong opening of the Palazzo could help support an outlook
revision back to stable.

LVSC's SGL-2 speculative grade liquidity rating is based on the
expectation that the cash flow generated by the Restricted Group
combined with existing cash balances and availability under the
Restricted Group's new $5 billion bank facility, will be
sufficient to meet capital spending and debt service requirements
over the next twelve months.  Restricted Group capital spending in
fiscal 2007 along with equity investments made outside of the
Restricted Group will likely exceed $2 billion.  Some of this
spending will be financed with cash flow from operations although
a large majority of it will come from cash obtained from the new
$5 billion bank facility.  LVSC's SGL-2 rating also considers that
the Restricted Group assets are fully encumbered and the ability
to take on additional debt is limited by financial covenants in
its new bank agreement.

Las Vegas Sands Corp., headquartered in Las Vegas, Nevada, owns
The Venetian Resort Hotel Casino and the Sands Expo and Convention
Center in Las Vegas, and the Sands Macao in the People's Republic
of China Special Administrative Region of Macao.  The company also
is developing additional casino hotel resort properties in Macao.  
Consolidated net revenues for fiscal 2006 were about
$2.24 billion.


LAS VEGAS SANDS: S&P Rates Proposed $5 Billion Sr. Facility at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on the Las Vegas Sands Corp.
family of companies, including Las Vegas Sands LLC, its Venetian
Casino Resort LLC subsidiary, and affiliate VML U.S. Finance LLC.  

These ratings are removed from CreditWatch with negative
implications, where they were placed on May 26, 2006.  The rating
outlook is stable.  Total consolidated debt outstanding at
Dec. 31, 2006 was approximately $4.1 billion.
     
At the same time, Standard & Poor's assigned its loan and recovery
ratings to the proposed $5 billion senior secured credit facility
to be jointly borrowed by LVSL and VCR.  The loan was rated 'BB-'
with a recovery rating of '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.
     
At the same time, Standard & Poor's placed its 'B' rating on
LVSC's currently outstanding senior unsecured notes due 2015 on
CreditWatch with positive implications, reflecting the expectation
that once the proposed bank facility at LVSL closes, these
securities will share equally with the collateral securing the
bank facility.  Once security is obtained, the rating on these
notes will be raised to 'BB-' with a recovery rating of '2'.
     
Proceeds from the proposed bank facility at LVSL will primarily be
used to refinance its existing credit facilities, to provide
funding for current and future capital needs, and for general
corporate purposes.  The rating on LVSL's existing bank facility
and notes will be withdrawn once the proposed bank facility closes
and these securities are repaid.
     
The ratings on the LVSC family of companies incorporates a view of
the consolidated enterprise.  While this does not mean that each
subsidiary will be rated at the same level as the parent at all
times, it does mean that the strategic relationships between the
various legal entities are deemed as important factors that will
always have a bearing on the rating of each entity, despite the
distinct financing structures that have been established.  
This view is supported by the strategic importance of each
subsidiary to the parent, and management's ultimate fiduciary
obligation to the shareholders of the consolidated enterprise.
      
"The 'BB-' rating reflects an aggressive growth strategy,
construction and start-up risks associated with LVSC's Phase II
expansion project in Las Vegas and multiple Cotai Strip
developments in Macau, and the expectation that the substantial
capital spending initiatives will drive consolidated debt leverage
to a level that will be weak for the rating in the near term,"
said Standard & Poor's credit analyst Mike Scerbo.  

"Still, the company's existing Macau asset has performed
exceptionally well since its opening in mid 2004, its Las Vegas
asset continues to be a good performer and a leader in the market,
and operating momentum in both these markets is positive.  In
addition, liquidity is expected to be adequate to complete
outlined growth initiatives, and the potential exists for
significant EBITDA growth as these projects come on line over the
next few years."


LB-UBS COMEMRCIAL: Fitch Lifts Rating on Class N Certs. to BB+
--------------------------------------------------------------
Fitch Ratings has upgraded LB-UBS Commercial Mortgage, series
2002-C7, commercial mortgage pass-through certificates as:

    -- $14.8 million class F to 'AAA' from 'AA+';
    -- $14.8 million class G to 'AAA' from 'AA-';
    -- $19.3 million class H to 'AA' from 'A';
    -- $11.9 million class J to 'A+' from 'A-';
    -- $11.9 million class K to 'A' from 'BBB';
    -- $19.3 million class L to 'BBB' from 'BBB-';
    -- $7.4 million class M to 'BBB-' from 'BB';
    -- $5.9 million class N to 'BB+' from 'BB-';
    -- $8.9 million class P to 'BB-' from 'B+';
    -- $4.5 million class Q to 'B+' from 'B';
    -- $3 million class S to 'B' from 'B-'.

In addition, Fitch affirms the ratings on these classes:

    -- $10 million class A-1 at 'AAA';
    -- $190 million class A-2 at 'AAA';
    -- $100 million class A-3 at 'AAA';
    -- $394.4 million class A-4 at 'AAA';
    -- $217.2 million class A-1b at 'AAA';
    -- Interest-Only (IO) classes X-CL and X-CP at 'AAA';
    -- $20.8 million class B at 'AAA';
    -- $17.8 million class C at 'AAA';
    -- $17.8 million class D at 'AAA';
    -- $14.8 million class E at 'AAA'.

The $8.9 million class T remains at 'CCC'.  Fitch does not rate
the $8.9 million class U certificates.

The upgrades are due to the additional defeasance of 5.9% of the
pool since the last formal Fitch review.  Twenty-seven loans
(26.3%) have defeased since issuance.  As of the March 2007
distribution date, the transaction has paid down by 5.4% to $1.12
billion from $1.19 billion at issuance.  There have been no losses
to date, and there are no delinquent or specially serviced loans.

The transaction contains five credit-assessed loans, including the
Westfield Shoppingtown Independence loan (6.2%) which has been
fully defeased.  The four remaining non-defeased credit assessed
loans are The Capitol at Chelsea (9.4%), 205 E. 42nd Street
(4.4%), 655 3rd Avenue (3.7%) and 675 3rd Avenue (3.4%).  All four
of the non-defeased loans maintain investment grade credit
assessments due to stable performance and occupancy.  As of April
2007, The Capitol at Chelsea's residential component was 96.9%
occupied, compared to 98.2% at issuance.  As of February 2007, 205
East 42nd Street was 95.6% occupied (96% at issuance), 655 Third
Avenue was 96.5% occupied (91.7% at issuance), and 675 Third
Avenue was 93% occupied (86.6% at issuance).


NELLSON NUTRACEUTICAL: Wants Johnson as Compensation Advisor
------------------------------------------------------------
Nellson Nutraceutical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Johnson Associates
Inc. as its compensation advisor.

The firm will:

     a. perform an analysis of the Debtor's 2006 OCP;

     b. provide expert testimony, at one or more depositions and
        hearing related to these chapter 11 cases, regarding the
        Debtor's ordinary course bonus motion; and

     c. advise other services as determined necessary by the
        Debtor.

The firm's compensation rates are:

     Professional             Designation        Hourly Rate
     ------------           -----------------    -----------
     Jeff Visithpanich         Principal             $300
     Alan Johnson           Managing Director        $575

     Staff and Associates                        $155 - $375

Mr. Visithpanich assures the Court the firm does not hold any
interest adverse and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Visitpanich can be reached at:

     Jeff Visithpanich
     Principal
     Johnson Associates Inc.
     19 West 4th Street #511
     New York, NY 10036
     
Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical reports $312,334,898 in
total assets and $345,227,725 in total liabilities when it filed
for bankruptcy.


NEW CENTURY: Wants to Walk Away from 153 Real Property Leases
-------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to reject:

   -- 45 unexpired nonresidential real property leases effective
      April 2, 2007; and

   -- 108 unexpired nonresidential real property leases effective
      April 30, 2007.

The Debtors are in the process of exiting non-core and
unprofitable locations, returning unnecessary equipment and
terminating burdensome contracts to minimize costs and strengthen
their business.

The locations at the premises encompassed by the 45 Rejected
Leases are no longer operational and to reduce losses, the
Debtors have already ceased possession of the properties subject
to those leases, Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors' proposed
counsel, relates.  The Debtors are also in the process of
vacating the properties subject to the 108 Rejected Leases,
Mr. Collins adds.

Based on current market conditions, it would be difficult if not
impossible for the Debtors to recruit tenants to sublease the
spaces, even if they were offered to prospective tenants at
substantially lower rental rates than those currently due under
the leases, Mr. Collins relates.

If the leases aren't rejected, the Debtors will incur substantial
amounts of rent and other charges without commensurate benefit to
their estates, Mr. Collins says.  The aggregate monthly rent due
under the 45 Leases is in excess of $335,700, and the aggregate
monthly rent due under the 108 Leases is in excess of $516,700.

Pursuant to Section 365(a) of the Bankruptcy Code, a debtor-in-
possession "may assume or reject any executory contract or
unexpired leases of the debtor" upon the approval of the court.  

A debtor should be authorized to reject an executory contract or
unexpired lease where it appropriately exercises its "business
judgment," Mr. Collins contends, pointing to In re Sharon Steel
Corp., 872 F.2d 36, 39-40 (3rd Cir. 1989); In re Orion Pictures
Corp., 4 F.3d 1095, 1098 (2nd Cir. 1993); In re Chi-Feng Huang,
23 B.R. 798, 800 (9th Cir. BAP 1982); In re Richmond Metal
Finishers, Inc., 756 F.2d 1043, 1047 (4th Cir. 1985); In re
Wheeling-Pittsburgh Steel Corp., 72 B.R., 845, 849 (Bankr. W.D.
Pa. 1987); In re G Survivor Corp., 171 B.R. 755, 757 (Bankr.
S.D.N.Y. 1994).

An important factor in determining whether a debtor has exercised
appropriate business judgment in deciding to reject an executory
contract or unexpired lease is whether the rejection will benefit
the estate and its creditors, Mr. Collins asserts.

Mr. Collins assures the Court that New Century has exercised
reasonable business judgment in determining that it is
appropriate to reject the Leases.  The Debtors engaged in a
comprehensive review of all their real property lease
obligations.  After a review of the economic terms of the Leases
and the general economic conditions prevailing in the markets
where the real estate is located, it is clear that subletting the
Leases is not a viable option and that no possible benefit can be
obtained from retaining the Leases.  Rejection of the Leases will
allow the estates to avoid incurring large amounts of rent and
other charges that would result in significant administrative
expenses payable by the estate.  Rejection of the Leases will
allow the Debtors to focus their attention, resources, and
efforts on their reorganization and will greatly simplify
business operations.

A schedule of the 45 Leases is available at no charge at:

               http://researcharchives.com/t/s?1d4d

A schedule of the 108 Leases is available at no charge at:

               http://researcharchives.com/t/s?1d4e

                         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: Wants Until July 31 to File Schedules & Statement
--------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to extend until July 31, 2007, the date by
which their schedules of assets and liabilities, and statement of
financial affairs must be filed.

Pursuant to Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, a chapter 11 debtor must file with its
voluntary petition, or within 15 days thereafter if the petition
is accompanied by a list of creditors, its schedules of assets
and liabilities, a schedule of current income and expenditures, a
schedule of executory contracts and unexpired leases and a
statement of financial affairs.  Pursuant to Local Rule
1007-1(b) of the Delaware Bankruptcy Court, the deadline for
filing the Schedules and Statements automatically is extended for
an additional 15 days if the debtor has more than 200 creditors
and if the petition is accompanied by a Creditor List.

The New Century Debtors filed the Creditor List on their
bankruptcy filing and have more than 200 creditors.  Accordingly,
the Debtors have 30 days after bankruptcy filing to file their
Schedules and Statements.

However, the Debtors will not be in a position to complete the
Schedules and Statements within the time specified in Bankruptcy
Rule and Local Rule 1007-1(b), Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, the
Debtors' proposed counsel, tells the Court.

Given the size and complexity of their business operations, the
number of creditors, and the fact that certain prepetition
invoices have not yet been received, the Debtors were unable to
compile all of the information required to complete the Schedules
and Statements prior to their bankruptcy filing, Mr. Collins
relates.  The Debtors also need to address numerous critical
operational matters at this point in their cases.

Completing the Debtors' Schedules and Statements, Mr. Collins
explains, will require the Debtors and their advisors to collect,
review, and assemble information from multiple locations
throughout the United States.  The Debtors have roughly 100,000
creditors including current and former employees.  Furthermore,
the conduct and operation of the Debtors' business operations
require the Debtors to maintain voluminous books and records and
complex accounting systems.

"[R]ecognizing the importance of the Schedules and Statements in
these chapter 11 cases, the Debtors intend to complete the
Schedules and Statements as quickly as possible under the
circumstances," Mr. Collins assures the Court.

Courts routinely have granted similar relief in other cases in
the District of Delaware and elsewhere.  Accordingly, the
Debtors' request for a 90-day extension of time to file the
Schedules and Statements is appropriate and warranted under the
circumstances, Mr. Collins adds.

                         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: U.S. Trustee Seeks Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the U.S. Bankruptcy Court for the District of Delaware to
appoint a Chapter 11 trustee in the bankruptcy cases of New
Century TRS Holdings Inc., New Century Financial Corporation, and
their debtor-subsidiaries pursuant to Section 1104(a)(1) of the
Bankruptcy Code.

The U.S. Trustee contends that the current management's failure to
ensure accurate financial accounting and to institute adequate
internal controls constitutes cause mandating the appointment of a
Chapter 11 trustee.

In the alternative, the U.S. Trustee asks the Honorable Kevin J.
Carey to appoint an examiner pursuant to Section 1104(c)(2), to
conduct an appropriate investigation of the Debtors.

While it appears that some members of New Century's management may
have changed roles in 2006, and that one or more directors have
recently resigned, no doubt exists that the current management
team in control of the company was in control of the company at
the time the accounting irregularities occurred, U.S. Trial
Attorney Joseph J. McMahon, Jr., Esq., tells the Court.

New Century's disclosures that it had to "correct errors . . . in
its application of generally accepted accounting principles
regarding the company's allowance for loan repurchase losses" and
that the errors leading to the restatements "constitute material
weaknesses in its internal control over financial reporting for
the year ended December 31, 2006," clearly reflect that New
Century's board of directors and executive officers failed
properly to fulfill their fiduciary roles, Mr. McMahon says.

The seriousness of the accounting irregularities can be judged by
the precipitous decline of New Century's fortunes that followed
the February 7 disclosure, Mr. McMahon explains.  New Century's
counsel has publicly acknowledged that, as a result of the
restatement of earnings, New Century will be entitled to a refund
of the approximately $90,000,000 in estimated federal taxes it
paid for calendar year 2006.  While the ultimate scope of the
restatement remains closely guarded, it seems likely that New
Century will ultimately disclose that it made little or no money
during calendar year 2006, Mr. McMahon says.

Courts have found cause to order the appointment of a chapter 11
trustee where current management is responsible for a failure to
"institute formal internal accounting controls and effective,
responsible management practices," Mr. McMahon contends, citing:

   -- In re State Capital Corp., 51 B.R. 400, 403 (Bankr. M.D.
      Fla. 1985);

   -- In re New Orleans Paddlewheels, Inc., 350 B.R. 667, 679-680
      (Bankr. E.D. La. 2006), wherein the court held that the
      debtor's failure to properly maintain books and records,
      among other factors, warranted appointment of a trustee;

   -- In re McCorhill Publ'g., Inc., 73 B.R. 1013, 1017 (Bankr.
      S.D.N.Y. 1987), wherein the court held that "when a debtor
      fails to maintain complete and accurate financial records,
      or fails to substantiate undocumented transactions, so that
      there appears to be a confusion in the debtor's accounting
      system, the courts have viewed these facts as gross
      mismanagement and have directed the appointment of a
      Chapter 11 trustee".

Through Section 1104(a)(1), Congress has mandated that a Chapter
11 debtor-in-possession, who acts as a fiduciary of the bankrupt
estate, be an honest broker, Mr. McMahon relates.

Mr. McMahon also points Judge Carey to:

   -- Wolf v. Weinstein, 372 U.S. 633, 651 (1963), wherein the
      court held that the willingness of courts to leave debtors
      in possession "is premised upon an assurance that the
      officers and managing employees can be depended upon to
      carry out the fiduciary responsibilities of a trustee"; and

   -- In re V. Savino Oil and Heating Co., 99 B.R. 518, 526
      (Bankr. E.D.N.Y. 1989), wherein the court held that the
      "willingness of Congress to leave a debtor-in-possession is
      premised on an expectation that current management can be
      depended upon to carry out the fiduciary responsibilities
      of a trustee.  And if the debtor-in-possession defaults in
      this respect, [s]ection 1104(a)(1) [of the Bankruptcy Code]
      commands that stewardship of the reorganization effort must
      be turned over to an independent trustee."

"Prepetition conduct alone may provide the basis for a court to
appoint a trustee," Mr. McMahon says.

Under Section 1104(c)(2), if the court does not order the
appointment of a trustee, the court is required to order the
appointment of an examiner:

     "to conduct an investigation of the debtor as is
     appropriate, including an investigation of any allegations
     of fraud, dishonesty, incompetence, misconduct,
     mismanagement, or irregularity in the management of the
     affairs of the debtor of or by current or former management
     of the debtor, if --

               . . .

     (2) the debtor's fixed, liquidated, unsecured debts, other
     than debts for goods, services, or taxes, or owing to an
     insider, exceed $5,000,000."

New Century is liable on two unsecured junior subordinated notes
due in 2036 -- one for $51,545,000 to New Century Capital Trust I
and another for $36,100,000 to New Century Capital Trust II.  
Because the debts exceed the $5,000,000 threshold of Section
1104(c)(2), the appointment of an examiner to investigate New
Century's affairs is mandatory, Mr. McMahon asserts, citing:

   -- Morgenstern v. Revco D.S., Inc. (In re Revco D.S.,
      Inc.)(6th Cir.1990);

   -- In re Loral Space & Communications, Ltd., 2004 WL 2979785
      (S.D.N.Y. Dec. 23, 2004) (reversing 313 B.R. 577 (Bankr.
      S.D.N.Y 2004));

   -- In re UAL Corp., 307 B.R. 80 (Bankr. N.D. Ill. 2004);

   -- In re Mechem Fin. of Ohio, Inc., 92 B.R. 760 (Bankr. N.D.
      Ohio 1988);

   -- In re The Bible Speaks, 74 B.R. 511 (Bankr. D. Mass.1987);

   -- In re 1243 20th Street, Inc., 6 B.R. 683 (Bankr. D.C.
      1980);

   -- In re Lenihan, 4 B.R. 209 (Bankr. D.R.I. 1980).

While an examiner should have a broad scope of examination
pursuant to Sections 1106(b) and (a)(3), one major topic of the
examiner's investigation should be the accounting and financial
statement irregularities, Mr. McMahon maintains.  An examiner's
report on those irregularities will enable the Court and parties-
in-interest to evaluate the genesis of those irregularities and to
identify persons against whom the estate might have claims or
rights of action, Mr. McMahon says.

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


NO WIRE: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------
Debtor: No Wire, Inc.
        P.O. Box 922396
        Norcross, GA 30010

Bankruptcy Case No.: 07-12710

Chapter 11 Petition Date: April 17, 2007

Court: Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Susan D. Lasky, Esq.
                  2101 North Andrews Avenue, Suite 405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411

Total Assets: $0

Total Debts:  $1,172,649

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Warsowe Acquisition Corp.        2100 South Ocean      $712,558
c/o Jerome Tepps, Esq.           Lane, Suite 505,
2787 East Oakland Park           Fort Lauderdale,
Boulevard, Suite 411             FL 33316
Fort Lauderdale, FL 33306

Peter Campbell                                         $422,342
c/o Kevin Hudson
Foltz, Martin, L.L.C.
5 Piedmont Center,
Suite 750
Atlanta, GA 30305

Broward County Revenue           2100 South Ocean       $17,427
Collection                       Lane, Suite 505,
P.O. Box 29009                   Fort Lauderdale,
Fort Lauderdale, FL 33302        FL 33316;
                                 value of senior
                                 lien: $712,558

Point of Americas Condominium    2100 South Ocean       $13,101
Apartments, Inc.                 Lane, Suite 505,
                                 Fort Lauderdale,
                                 FL 33316;
                                 value of senior
                                 lien: $729,986

Branch Banking and Trust         overdrafted bank        $5,275
Company                          account



Cingular Wireless                cellular services       $1,945


NORTH AMERICAN: Wants Hartford's Objections to Plan Stricken
------------------------------------------------------------
North America Refractories Company and its debtor-affiliates, and
Honeywell International Inc. ask the Honorable Judith K.
Fitzgerald of the U.S. Bankruptcy Court for the Western District
of Pennsylvania to strike and disregard the Hartford Insurance
Entities' notice concerning the Debtors' Third Amended Plan of
Reorganization.

In the notice, Hartford Accident and Indemnity Company, First
State Insurance Company, and Twin City Fire Insurance Company
reiterated their objections to the Debtors' Third Amended Plan,
asserting that the Debtors' Plan remain "virtually unexamined" and
that the Hartford Entities were not permitted to conduct discovery
on the Plan to see if it complies with the governing law.  In
addition, the Hartford Entities cited the Court's recent opinions
in Congoleum Corp. and Pittsburgh Corning Corp.'s bankruptcy
cases, in support of its allegations.

The Court previously dismissed the Hartford Entities' preliminary
objections and gave Hartford a No-Standing Order, declaring that
Hartford has no standing to object to the NARCO Plan.

In their motion, the Debtors and Honeywell remind the Court that
Hartford has no obvious interest in the case, since Hartford's
alleged connection to the Debtors' chapter 11 case is as one of
Honeywell's insurers, and that Honeywell's proposed obligation to
fund NARCO's Plan is "completely independent" of Honeywell's
insurance.  The Debtors and Honeywell also argue that the Court's
decisions in Congoleum and Pittsburgh Corning's cases support
confirmation of NARCO's Plan.  Hence, the Debtors and Honeywell
ask the Court to end Hartford's "meddling".

The Court will hold a hearing on this dispute at 3:00 p.m.,
May 17, 2007, Courtroom A, 54th Floor, U.S. Steel Tower, in
Pittsburgh.

                          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.


OMEGA HEALTHCARE: Board Declares Common Stock Dividend Due May 15
-----------------------------------------------------------------
Omega Healthcare Investors Inc.'s board of directors declared a
common stock dividend of $0.27 per share, to be paid May 15, 2007,
to common stockholders of record on April 30, 2007, increasing the
quarterly common dividend by $0.01 per share over the prior
quarter, and declared its regular quarterly dividend for the
company's Series D preferred stock.  The company had 67 million
outstanding common shares.

The company's board also declared its regular quarterly dividend
for the Series D preferred stock, payable May 15, 2007 to
preferred stockholders of record on April 30, 2007.  Series D
preferred stockholders of record on April 30, 2007 would be paid
dividends in the amount of $0.52, per preferred share, on May 15,
2007.  The liquidation preference for the company's Series D
preferred stock is $25 per share.  Regular quarterly preferred
dividends represent dividends for the period Feb. 1, 2007 through
April 30, 2007.

The company also reinstated its Dividend Reinvestment and Common
Stock Purchase Plan, effective immediately, for investment
beginning May 15, 2007.  All participants at the date of the
Plan's suspension in October 2006 will be receiving an updated
prospectus and a letter from the company discussing enrollment
status and procedures within the next few days.  

For more information on the Plan, contact the Plan administrator:

   Computershare
   Tel: (800) 519-3111.

                         About Omega HealthCare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real    
estate investment trust investing in and providing financing to
the long-term care industry.  At Dec. 31, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,302 beds located in 27
states and operated by 32 third-party healthcare operating
companies.

                          *     *     *

The company's 7% Senior Notes due 2014 has been assigned a Ba3
rating by Moody's Investors Service, and a BB rating by Standard &
Poor's and Fitch Ratings.


ORCHESTRA THERAPEUTICS: LevitZacks Expresses Going Concern Doubt
----------------------------------------------------------------
LevitZacks in San Diego, California expressed substantial doubt on
Orchestra Therapeutics Inc., fka The Immune Response Corp.'s
ability to continue as a going concern after auditing the
company's financial statements for the year Dec. 31, 2006.

The auditing firm pointed to the company's net losses since
inception, accumulated deficit of $153.4 million, stockholders'
deficit of $10.9 million, and working capital deficiency of
$6 million as of Dec. 31, 2006.  LevitZacks also added that the
company has negative cash flows from operations and does not have,
and does not expect to have for the foreseeable future, a product
from which to generate revenue.

As of Dec. 31, 2006, the company had total assets of $8.1 million
and total liabilities of $19 million.  It also had an accumulated
deficit of $153.4 million in 2006, a significant decrease from an
accumulated deficit of $348.7 million in 2005.

For the year ended Dec. 31, 2006, the company earned
$195.3 million on total revenues of $932,000, as compared with a
net loss of $17.3 million on total revenues of $44,000 for the
year ended Dec. 31, 2005.

                  Liquidity and Capital Resources

The company had to engage in several financing transactions in
early 2007 and in 2006 and 2005, as well as in the prior years, to
obtain enough cash to maintain its operations.  The company has
not generated revenues from the commercialization of any product.  
It expects to continue to incur substantial net operating losses
over the next several years, which would imperil our ability to
continue operations.  The company may not be able to generate
sufficient product revenue to become profitable on a sustained
basis, or at all, and do not expect to generate significant
product revenue before 2012, if at all.

The company has operating and liquidity concerns due to its
significant net losses and negative cash flows from operations.  
It has $5.8 million of secured indebtedness, which matures on
Jan. 1, 2008.  The company believes current cash resources,
notwithstanding the Private Placement of $8 million in convertible
debt completed in March 2006 and the $9.9 million of gross
proceeds from warrant exercises during 2006 are sufficient to fund
its planned operations only through the first quarter of 2007.

Subsequent to Dec. 31, 2006, the company received gross proceeds
of about $902,000 from second tranche warrant exercises through
March 30, 2007, the expiration date of the warrants.  The company
will need to raise additional capital before the second quarter of
2007 ends.  In 2005, the company's common stock was delisted from
the Nasdaq SmallCap Market.

                       Corporate Name Change

In March 2007, the company's board of directors approved changing
its corporate name to Orchestra Therapeutics Inc.  On April 16,
2007, Immune Response changed its name to Orchestra Therapeutics.
Its new trading symbol on the OTC Bulletin Board is "OCHT."  The
company's previous name was The Immune Response Corporation and
its previous trading symbol on the OTC Bulletin Board was "IMRP."  
The new trading symbol for the company's Class B Warrants is
"OCHTZ," in place of the previous "IMRPZ."

A full-copy of the company's annual report is available for free
at http://ResearchArchives.com/t/s?1d66

                       About Immune Response

Headquartered in Carlsbad, California, Orchestra Therapeutics
Inc., fka The Immune Response Corp., (OTCBB: OCHT) --
http://www.imnr.com/-- is an immuno-pharmaceutical company  
focused on developing products to treat autoimmune and infectious
diseases.  The company's lead immune- based therapeutic product
candidates are NeuroVax(TM) for the treatment of multiple
sclerosis and IR103 for the treatment of Human Immunodeficiency
Virus infection.  Both of these therapies are in Phase II clinical
development and are designed to stimulate pathogen-specific immune
responses aimed at slowing or halting the rate of disease
progression.  Effective April 16, 2007, the company will change
its corporate name to Orchestra Therapeutics Inc.


OSI RESTAURANT: S&P Rates Planned $1.33 Bil. Bank Facility at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Tampa, Florida-based OSI Restaurant Partners Inc.  
The outlook is negative.  At the same time, Standard & Poor's
assigned a 'BB-' rating to the company's planned $1.33 billion
bank facility.  This rating and the '1' recovery rating indicate
Standard & Poor's high expectation for a full recovery of
principal in the event of payment default.  Standard & Poor's also
assigned the company's planned $700 million senior unsecured notes
due 2015 a 'B-' rating, two notches lower than the corporate
credit rating.  The two-notch differential is due to the
substantial amount of secured debt.
     
"The ratings on OSI reflect the company's participation in the
competitive restaurant industry and a highly leveraged capital
structure (pro forma for the transaction, more than 7x)," said
Standard & Poor's credit analyst Jackie Oberoi.  "These factors
are offset by the company's solid position in the casual dining
industry and its history of strong cash flow generation."


PRADO CDO: Moody's Junks Rating on $76 Million Class D Notes
------------------------------------------------------------
Moody's Investors Service has downgraded and removed from rating
watch this class of notes issued by Prado CDO Ltd.:

    * The $76,000,000 Class D 9.75% Fixed Rate Notes, due
      Nov. 17, 2014

      Prior Rating: Ba3, on watch for possible downgrade

      Current Rating: Caa3

Moody's explained that this rating action was taken to accurately
reflect the risk presented to the holders of the Class D Note by
the current expected losses for such Class D Notes.  The change in
expected losses has resulted primarily from credit deterioration,
asset defaults and par losses in the Issuer's portfolio.

Moody's also noted that these notes issued by Prado CDO Ltd.
remain on watch for possible downgrade:

    (1) The $18,000,000 Class X Deferrable Amortizing Notes, due
        November 17, 2014

        Current Rating: A1, on watch for possible downgrade

    (2) The $15,000,000 Class C Deferrable Floating Rate Notes,
        due November 17, 2014

        Current Rating: A3, on watch for possible downgrade


PURADYN FILTER: Webb and Company Raises Going Concern Doubt
-----------------------------------------------------------
Webb and Company PA raised substantial doubt about puraDYN Filter
Technologies Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations, total liabilities that exceed
its total assets, and reliance on cash inflows from an
institutional investor and current stockholder.  

The company's balance sheet as of Dec. 31, 2006, reflected total
stockholders' deficit of $4.9 million, a result from total assets
of $2.3 million and total liabilities of $7.2 million.  
Accumulated deficit as of Dec. 31, 2006, was $43.4 million.

Net sales for 2006 and 2005 were $3.1 million and $2.5 million,
respectively.  The company incurred a net loss for 2006 and 2005
of $2.7 million and $3.2 million, respectively.

As of Dec. 31, 2006, the company had cash and cash equivalents of
about $55,000.  For the year ended Dec. 31, 2006, net cash used in
operating activities was about $1,942,000.  Net cash used in
investing activities for the year 2006 was about $39,000 for
purchases of property and equipment.  Net cash provided by
financing activities in 2006 was about $2 million, primarily due
to proceeds of $2.3 million of funds from the sale of common stock
to a private placement investor, offset by a reduction in
shareholder loans of $232,000.  At Dec. 31, 2006, the company had
working capital of about $692,000.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d60

                       About puraDYN Filter

Based in Boynton Beach, Florida, puraDYN Filter Technologies Inc.
(AMEX: PFT) -- http://www.puradyn.com/-- designs, manufactures  
and markets the puraDYN(R) Bypass Oil Filtration System.  The
company's patented and proprietary system is effective for
internal combustion engines, transmissions and hydraulic
applications.  The company utilizes its wholly owned subsidiary,
Puradyn Filter Technologies Ltd., in the U.K. to sell products in
Europe, the Middle East and Africa.


QUEST DIAGNOSTICS: Increased Leverage Cues S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Quest
Diagnostics Inc. to negative from stable, in light of Quest's
agreement to purchase AmeriPath Inc.  (B+/Negative/--) for about
$2.0 billion cash.  At the same time, S&P affirmed the 'BBB+'
corporate credit and senior unsecured ratings on Quest.
     
"These actions consider both the markedly increased leverage we
expect Quest to incur in this acquisition and Quest's demonstrated
ability and willingness to repay acquisition-related debt," said
Standard & Poor's credit analyst Jesse Juliano.  "The purchase of
AmeriPath substantially strengthens Quest's position in diagnostic
pathology and esoteric diagnostic services."
     
Initially, leverage measures will weaken dramatically with the
acquisition.  However, with $600 million of expected free
operating cash flow annually, this measure should improve
steadily, given restraint in share repurchases or acquisitions.
     
"The rating presumes that the company successfully reduces
leverage over the next two years, which could eventually lead to a
stable outlook," Mr. Juliano said.  "However, the additional debt
reduces the company's ability to withstand unexpected operating
reverses or a more aggressive pace of acquisitions.  If pricing
pressures exerted by managed care and government payors accelerate
or the integration of AmeriPath is plagued with unexpected
challenges, Quest could defer debt repayment could be deferred and
we could lower the rating lowered to reflect the longer period of
weakened financial measures.  Also, significant share repurchases
in lieu of debt reduction, would likely lead to a ratings
downgrade."
     
Lyndhurst, New Jersaey-based Quest Diagnostics has the No. 1
position in the U.S. market for diagnostic testing services.


REMINGTON ARMS: Cerberus Offer Prompts Moody's Developing Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Remington Arms Company, Inc.
ratings and revised its ratings outlook to developing from
negative.

The outlook revision follows Remington's announcement that an
affiliate of Cerebus Capital Management, L.P. plans to purchase
the company for $370 million (8.7 times multiple based on EBITDA
of $42.5 million for twelve months ended December 31, 2006).

The transaction is not expected to result in higher debt levels.  
As part of a stock purchase agreement, the buyer has agreed to
contribute equity that will pay out existing equity holders and
repay approximately $45 million of senior notes that are
obligations of RACI Holdings, Inc., Remington's direct parent.  
Additionally, the buyer has obtained a financing commitment in the
event that lenders require the company to repay the credit
agreement and/or the senior unsecured notes are tendered to the
company, subject to the change of control provision.  However,
Moody's understands that the buyer's current intention is to
obtain any necessary waivers, amendments, and consents so that the
credit agreement and senior unsecured notes remain outstanding.
The transaction is expected to close in June 2007.

Ratings Affirmed:

    * Corporate family rating at B3;

    * Probability-of-default rating at B3;

    * $200 million 10.5% senior unsecured notes due 2011 at Caa1
      (LGD4, 63%).

Moody's plans to meet with Remington management in the near-term
to discuss the details of the transaction, business strategy, and
expectations for future operating performance.  Moody's does not
anticipate that the corporate family rating will be downgraded as
part of a ratings analysis.

Headquartered in Madison, North Carolina, Remington Arms Company,
Inc. designs, manufactures, and markets rifles, shotguns,
ammunition, and hunting and gun care accessories under the
Remington name.  The company's products are sold through
independent dealers, Wal-Mart, and sporting goods retailers.  The
company reported sales of $446 million for the twelve months ended
December 31, 2006.


REMY INT'L: Interest Non-Payment Cues S&P's D Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC' corporate
credit on Anderson, Indiana-based Remy International Inc. to 'D'.  

At the same time, Standard & Poor's lowered its 'CC' rating on
Remy's $150 million 9-3/8% subordinated note ratings to 'D' and
lowered its CCC+ rating on Remy's $200 million first-priority bank
loan to 'CC'.  The recovery rating on the first-priority bank loan
remains '1'.  In addition, Standard & Poor's affirmed the 'CC'
ratings on Remy's $125 million floating secured second-priority
notes, $145 million 8-5/8% senior unsecured notes, and
$165 million 11% senior subordinated notes.
      
"The ratings actions follow Remy's decision not to pay its
semiannual $7 million interest payment due April 15, 2007, on its
$150 million 9-3/8% senior subordinated notes," said Standard &
Poor's credit analyst Nancy Messer.  Remy announced that it had
entered into forbearance agreements with holders of almost 90% of
its unsecured debt, indicating that holders of these securities
have agreed not to exercise the remedies available to them arising
from Remy's default on the 9-3/8% senior subordinated debt and
failure to file its 2006 financials with the SEC.  Creditors
signing the forbearance agreements hold the 9-3/8 % senior
subordinated notes due in 2012, the 8-5/8% senior notes due
Dec. 15, 2007, and the 11% senior subordinated notes due in 2009.  

Remy made the $2.9 million interest payment, due April 15, on the
second-priority senior secured floating rate notes, with the
expectation that these creditors will not exercise their rights to
remedies following the default on the subordinated notes.
     
Remy plans to negotiate a comprehensive recapitalization of its
financial structure in the weeks ahead, with cooperation of its
creditors, to avoid a costly bankruptcy proceeding.  The company
has apparently received a waiver from its credit facility lenders
because it continues to have access to its $120 million revolving
credit facility.  

As of April 13, Remy had about $25 million of unrestricted cash on
hand and $48 million available under its revolving facility.  The
company indicates that its current liquidity reflects typical
intramonth fluctuation resulting from normal payment and
collection patterns.  In addition, $50 million of cash proceeds
from the recent sale of assets of the diesel engine
remanufacturing business remains in an escrow account for the
benefit of Remy's senior secured lenders.
     
The company could be forced to file for Chapter 11 protection, if
agreement between the various creditors and Remy cannot be
reached.  As S&P have previously indicated, Remy's vendors could
tighten credit terms and further tap the company's liquid
resources.  However S&P understand that, to date, no such
tightening has occurred. Beyond financial restructuring, Remy
needs to improve profitability of its contracts with General
Motors.


ROGERS COMMS: Strong Performance Prompts S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings to 'BBB-' from 'BB+', on Toronto-based diversified
communications and media holding company Rogers Communications
Inc. and its wholly owned subsidiaries.  At the same time, the
rating on Rogers Wireless Inc.'s senior secured debt was raised to
'BBB-' from 'BB+', and the rating on Rogers Cable Inc.'s senior
secured second-priority debt was raised to 'BBB-' from 'BB+'.  The
rating actions affect about CDN$6.5 billion of reported debt.  The
outlook on all companies is stable.
     
The upgrade reflects three main considerations.  First, the
company's strong performance and cash flow growth has now allowed
management to potentially achieve financial policies and targets
that are viewed to be consistent with an investment-grade rating.  
Although the company is still in the process of determining its
financial policies, Standard & Poor's believes that they will be
consistent with a sustainable "moderate" policy.  Second, S&P
believe that RCI now possesses the necessary scale to absorb a
meaningful acquisition while keeping to a medium-term Standard &
Poor's-adjusted debt leverage target of 3x.  Furthermore,
notwithstanding RCI's ability to absorb acquisitions, there are
few remaining strategic opportunities in the Canadian landscape.  
Finally, the asset base has been built to a level where the
strategy of the company has specifically been refocused on medium-
term internal growth.  
     
"In addition to strategic and financial policies, the ratings on
RCI reflect the strong business risk and financial risk profiles
of its fast-growing wireless operations, the satisfactory business
risk profile of its sizable cable operations, and the added
business diversity offered by the company's smaller but profitable
media operation," said Standard & Poor's credit analyst Madhav
Hari.  "RWI and Rogers Cable are the primary subsidiaries of RCI
as, combined, the two generate the vast majority of consolidated
revenues and operating income," Mr. Hari added.
     
The company has good visibility of free operating cash flow from
the company's wireless operations.  Tempering factors include the
company's history of aggressive growth, acquisitions and high
tolerance for debt, the weaker and below-average cash flow
performance of its cable TV and business telecom operations, a
medium-term threat of increased wireless competition from a new
entrant, and a long-term threat of increased video competition
from telco Internet protocol TV deployments.
     
The outlook is stable.  RCI's portfolio of growth assets such as
wireless, digital telephony, high-speed Internet, and digital TV,
should help drive low double-digit revenue and EBITDA growth in
the medium term.  Although RCI's improving overall credit profile
offers the company some flexibility regarding acquisitions, the
stable outlook assumes that adjusted debt leverage will not vary
materially from our 3x threshold for the rating.  Better-than-
expected free cash flow growth coupled with further improvement in
credit metrics could lead to a revision of the outlook to
positive.  Conversely, intense competition from Bell Canada and an
aggressive launch of wireless services by a new player that leads
to material pricing pressure and margin erosion or, alternatively,
a substantial debt-financed acquisition, could prompt a negative
revision of the outlook.


SEA CONTAINERS: Wants AlixPartners as Financial Advisor
-------------------------------------------------------
Sea Containers Ltd. and Sea Containers Services Ltd. propose to
engage AlixPartners, a prominent financial advisory firm
specializing in corporate restructuring.  

As the Debtors enter a new phase of the Chapter 11 process,
preparatory to achieving an inter-creditor settlement, and further
progress non-core asset sales, there is a growing emphasis on
simplifying the corporate structure.  This engagement will result
in a number of senior management changes at Sea Containers,
subject to US court approval.

Laura Barlow, a managing director in AlixPartners' London Office,
will be appointed senior vice president, chief restructuring
officer effective from April 2, 2007 and chief financial officer
effective from May 1, 2007.  Ms Barlow, will be assisted by
Craig Cavin, a vice president of AlixPartners, will oversee the
disposal program and company simplification initiative.  She has
more than 15 years experience working with companies that face
significant operational and financial challenges and has held
interim restructuring and advisory positions including
Dana Corporation's European operations, Stolt Offshore SA,
Boxclever, Marconi plc and Hyder Consulting.  She will report to
Robert Mackenzie, Chief Executive Officer of Sea Containers Ltd.

Ms. Barlow will succeed Ian Durant, who has been chief financial
officer of Sea Containers Ltd since Jan. 1, 2005.  Mr. Durant will
be elected as a director of Sea Containers Ltd and will continue
to serve as a Sea Containers' appointed director of GE SeaCo.
Mr. Durant will also be available to advise the Sea Containers'
management team on an on-going basis, including matters relating
to GNER.  During his time at Sea Containers Mr. Durant used to
oversee the final sale of Sea Containers' interest in Orient-
Express Hotels Ltd.  In November 2005, the sale of its Silja ferry
subsidiary, the transition of GNER into a management contract and
the sale of other container and ferry assets in 2006.  He also
acted as interim chief executive officer during autumn 2005.

"The company thanks Ian Durant for his efforts, particularly
during difficult times," commenting on the proposed changes,
Mackenzie said.  "The proposed appointment of AlixPartners
reflects the nature of the US Chapter 11 process in terms of an
increasing requirement for technical restructuring skills,
specialist legal tax needs and a diminishing emphasis on
operational business management and transactional support."

                      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.


SECURITY NATIONAL: Moody's Rates Class B-2 Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Security National Mortgage Loan Trust
Series 2007-1, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable and fixed-rate, first
and second lien, performing and re-performing subprime mortgage
loans acquired by Security National Funding, LLC.  The ratings are
based primarily on the credit quality of the loans and on the
protection against credit losses from subordination, excess
spread, and overcollateralization.  Moody's expects collateral
losses to range from 7.30% to 7.80%

SN Servicing Corporation will act as master servicer.  Moody's has
assigned SNSC its SQ3+ servicer quality rating as a primary
servicer of subprime loans.

The complete rating actions are:

Issuer: Security National Mortgage Loan Trust 2007-1

Mortgage Pass-Through (REMIC) Certificates, Series 2007-1

    * Cl. 1-A1, Assigned Aaa
    * Cl. 1-A2, Assigned Aaa
    * Cl. 1-A3, Assigned Aaa
    * Cl. 2-A, Assigned Aaa
    * Cl. M-1, Assigned Aa2
    * Cl. M-2, Assigned A2
    * Cl. B-1, Assigned Baa2
    * Cl. B-2, Assigned Ba2


SEW CAL: February 28 Balance Sheet Upside-Down by $1.6 Million
--------------------------------------------------------------
Sew Cal Logo Inc. reported a net loss of $319,095 for the second
quarter ended Feb. 28, 2007, compared with a net loss of $24,778
for the same period 12 months ago.

Total revenue was $443,864 for the quarter ended Feb. 28, 2007, as
compared to $555,061 for the quarter ended Feb. 28, 2006, a net
decrease of $111,197.  The net decrease is primarily due to loss
of private label business as the market for headwear manufacturing
continued moving to Chinese imports.  

The company reported a gross loss of $11,791 for the quarter ended
Feb. 28, 2007, compared with gross profit of $101,351 for the same
period in 2006.  The increase in gross loss was mainly due to the
increase, as a percentage of sales, of cost of goods to 102.6%,
compared to 81.7% of sales a year ago.

Total expenses increased $181,175, mainly due to increases in
consulting, legal, and accounting expenses; rent expenses; general
and administrative expenses; depreciation expense; and officer and
administrative compensation.

The company's balance sheet at Feb. 28, 2007, showed $1,133,414 in
total assets and $2,796,594 in total liabilities, resulting in a
$1,663,180 total stockholders' deficit.  Additionally, retained
earnings deficit stood at $2,564,705 at Feb. 28, 2007.

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?1d69

                       Going Concern Doubt

Moore & Associates, in Las Vegas, expressed substantial doubt
about Sew Cal Logo Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
accumulated losses

                          About Sew Cal

Based in Los Angeles, Sew Cal Logo Inc. (OTCBB: SEWCE.OB)
-- http://www.sewcal.com/-- produces custom embroidered hats,   
sportswear and related corporate identification apparel.  
Clientele includes Fortune 500 companies, major motion picture and
television studios, as well as numerous local schools, shops and
small businesses.


SHARP HOLDINGS: S&P Junks Rating on Planned $175 Mil. Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Commerce, California-based Sharp Holdings Corp
(the corporate parent of Smart & Final Inc. following its
acquisition by an affiliate of Apollo Management L.P.).  The
outlook is stable.
     
At the same time, S&P assigned a 'B' bank loan rating to the
company's proposed $360 million first-lien term loan due 2014,
with a recovery rating of '1', indicating the expectation for full
(100%) recovery of principal in the event of payment default.  At
closing of the transaction the company will have $200 million
drawn under its first-lien term loan. The remaining $160 million
has been reserved for a potential acquisition and Standard &
Poor's assumes that the company will draw the balance before its
availability expires at the end of 2007.
     
In addition, Standard & Poor's assigned a 'CCC' bank loan rating  
to the planned $175 million second-lien term loan due 2014, with a
recovery rating of '5', reflecting the expectation for negligible
(0%-25%) recovery of principal in the event of payment default.  
The second-lien term loan matures six months after the first lien.  
The $150 million asset-based revolving credit facility due 2013 is
not rated
      
"The stable outlook reflects adequate liquidity," said Standard &
Poor's credit analyst Stella Kapur, "and our expectation that
currently weak credit metrics will gradually recover as management
improves its marketing programs, operating efficiencies, and
product sales mix."


SIX FLAGS: Completes Offering of Cash Proceeds from the Asset Sale
------------------------------------------------------------------
Six Flags Inc. has completed the offering of net cash proceeds
from the asset sale to its Tranche B Term Loan lenders, as
required under the terms of its credit agreement.  The transaction
came after the conclusion of the sale of seven of its parks on
April 6, 2007.  The Tranche B Lenders had the option to accept or
reject any of the net cash proceeds offered to them.
    
At the time of the April 16 deadline, only .47% of the Tranche B
Term Loan lenders had accepted payment.  Therefore, under the
terms of the credit agreement, the net cash proceeds rejected by
the Tranche B Term Lenders, amounting to $268 million, can now be
used by the company for purposes including:

   a) repaying its revolver;
   b) repurchasing its bonds;
   c) for capital expenditures;
   d) for obligations under the partnership park agreements; and
   e) for other corporate uses.

The company intends to use these net cash proceeds to further
reduce its debt.
    
Headquartered in New York City, Six Flags Inc. (NYSE: SIX) is a
regional theme park company.  Founded in 1961, Six Flags is a
publicly traded corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, on Six Flags Inc.
remain on CreditWatch with negative implications, where they
were placed on Sept. 18, 2006.  The CreditWatch update followed
the company's announcement that it had reached an agreement to
sell seven of its parks for $312 million.


SKILLSOFT CORP: Moody's Rates Proposed $225 Million Loan at B2
--------------------------------------------------------------
Moody's Investors Service assigned a first time B2 corporate
family rating to SkillSoft Corporation and B2 ratings to their
proposed $225 million in senior secured loan facilities.

The loan facilities will be used along with cash on hand to
finance the acquisition of NETg, a division of Thompson
Corporation, for $285 million.  The ratings outlook is stable.

The B2 corporate family ratings reflect the significant
integration issues associated with the NETg acquisition, the
relatively high leverage levels of 4.0x, limited barriers to entry
in the software based training or "e-learning" industry and
potential sensitivity to an economic downturn.  The ratings also
take into consideration the company's established position with a
large and diverse customer base, high degree of near to medium
term revenue visibility, strong free cash flow generating
capabilities and the general growing presence of "e-learning" in
corporate training budgets.

These ratings were assigned:

    * Corporate family rating -- B2
    * Probability of default -- B3
    * $25 million senior secured revolving credit, B2, LGD3 (33%)
    * $200 million senior secured term loan, B2, LGD3 (33%)

The stable outlook reflects the predictability of near term
revenues and cash flow from the existing SkillSoft business which
are expected to adequately fund the integration and restructuring
expenses associated with the NETg acquisition.  The ratings could
face downward pressure if leverage increases due to unforeseen
integration issues, an economic downturn or additional debt
financed acquisitions.  Ratings could face upward pressure if NETg
is successfully integrated with minimal disruption and leverage is
permanently reduced below 3.0x.  Given the expected length of the
NETg integration process, Moody's does not expect upwards ratings
pressure in the near term.

SkillSoft Corporation, a legal subsidiary of SkillSoft PLC with
consolidated fiscal year 2007 revenues of $225 million, is a
leading provider of e-learning courseware and software systems for
corporations.  SkillSoft Corporation's executive offices are in
Nashua, New Hampshire.


SOUTHAVEN POWER: Exclusive Plan-Filing Period Extended to June 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court Western District of North Carolina in
Charlotte extended Southaven Power LLC's exclusive periods to:

   a) file a plan of reorganization until June 15, 2007; and

   b) solicit acceptances of that plan until Aug. 10, 2007.

The Debtor previously requested four extensions of the exclusivity
periods.  The Debtor's fourth extended plan filing period expired
on April 16, 2007.

                    Claims Against ET Entities

The Debtor reminds the Court that it holds claims against PG&E
Energy Trading-Power LP nka NEGT Energy Trading-Power LP and its
parent, PG&E National Energy Group Inc. nka National Energy & Gas
Transmission Inc.

The claims have been filed, and are currently being pursued, in
the jointly administered chapter 11 proceedings of NEGT and ET
Power in the U.S. Bankruptcy Court for the District of Maryland.

The claims stem from the Dependable Capacity and Conversion
Services Agreement, dated as of June 1, 2000, between the Debtor
and ET Power, and the partial guarantee of ET Power's obligations
under the Power Tolling Agreement by NEGT.

The claims were recently liquidated in the arbitration between the
Debtor, and NEGT and ET Power.  Specifically, on Feb. 1, 2007, the
panel that had conducted the arbitration granted the Debtor an
award in the amount of $395,513,731 against ET Power pursuant
to the Power Tolling Agreement, and an award in the amount of
$176,209,004 against NEGT pursuant to the partial guarantee.  In
its opinion issued simultaneously with the final awards, the
panel expressly stated that it did not decide any issue regarding
NEGT's potential increased liability under the guarantee with
regard to future events.

On March 15, 2007, the Maryland Bankruptcy Court placed under
advisement the Debtor's motion seeking an order in the bankruptcy
cases of NEGT and ET Power confirming the final awards and
allowing Southaven's proofs of claim in those cases in the
respective amounts of the final awards.

The Debtor said it has not received any distribution on account of
the awards, and any ultimate recovery will be the principal factor
in determining the structure of any plan of reorganization and any
distributions under that plan.

Moreover, the Debtor explained that it cannot reasonably calculate
expected distributions based on publicly available information
because ET Power has not yet publicly identified expected
distributions in its case, and  NEGT has not published expected
distributions since August 2005.  

"Until the Debtor receives a reliable estimation of likely
recoveries on account of the claims, or some other event provides
the Debtor with sufficient insight into the potential
distributions from ET Power and NEGT, the Debtor cannot make any
meaningful progress in drafting a proposed plan of
reorganization," Lou M. Agosto, Esq., at Moore & Van Allen PLLC,
tells the Court.

                     About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power, L.P.  No official
committee of unsecured creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than
$100 million.


TITAN GLOBAL: Feb. 28 Balance Sheet Upside-Down by $13.7 Million
----------------------------------------------------------------
Tital Global Holdings Inc.'s balance sheet at Feb. 28, 2007,
showed $56,007,000 in total assets and $69,805,000 in total
liabilities, resulting in a $13,798,000 total stockholders'
deficit.

The company's balance sheet at Feb. 28, 2007, also showed strained
liquidity with $26,008,000 in total current assets available to
pay $34,617,000 in total current liabilities.

Titan Global Holdings Inc. reported net income of $1,492,000 on
total sales of $36,078,000 for the second quarter ended
Feb. 28, 2007, compared with a net loss of $2,964,000 on total
sales of $26,003,000 for the same period ended Feb. 28, 2006.

The company also reported $8.6 million in earnings before
interest, taxes, depreciation and amortization (EBITDA) for the
quarter, with all business segments reporting continued strong
revenue growth.

During the second fiscal quarter of 2007, Titan continued efforts
to organically grow revenues, surging 20% above the first quarter
of 2007.  The company also completed refinancing which, in part,
eliminated most convertible debentures, enabling the company to
repurchase retire certain stock and more favorably structure
working capital needs.  These efforts coupled with continued
positive financial performance reduced Titan's working capital
deficit from $35.8 million at the close of the first quarter of
2007 to less than $9 million at the close of this fiscal quarter.

"Strategically, the quarter's highlights were the continued growth
and positioning of our Communications Division and the announced
plans to spin-off Titan's printed circuit business," said Bryan
Chance, chief executive officer of Titan Global Holdings.  "The
spin-off allows Titan to accelerate strategic transaction flow at
all divisions which will significantly build overall shareholder
value."

                     Communications Division

The Communications Division reported record second quarter revenue
of $30.9 million, an increase of $9.6 million or 45% increase from
the same period a year ago.  The Communications Division also
reported earnings before interest, taxes, depreciation and
amortization of $6.6 million compared to $654,000 for the same
period last year.

During the second quarter, Titan strengthened its owned and leased
network platform to terminate international calls, launched
Picante Movil and Titan's new wireless product offering leveraging
the company's flagship Picante brand.

"Our Communications Division continues to increase market share
and position itself for sustained growth and profitability," said
Kurt Jensen, president and chief executive officer of Titan's
Communications Division.  "Throughout the remainder of fiscal
2007, Titan's Communications Division will further expand its
owned and leased network platform through organic and strategic
initiatives, pursue strategic acquisitions in the wireless space
and work to improve the profitability of our overall operations."

            Electronics and Homeland Security Division

The Electronics and Homeland Security Division reported increased
revenues of $5.1 million, a 9% increase from the same quarter last
year.  The Electronics and Homeland Security division reported
earnings before interest, taxes, depreciation and amortization of
$3.2 million compared to negative result of $344,000 for the same
period last year.  The increase in the EBITDA is primarily related
to the gains recognized on the extinguishment of the convertible
debentures.

The revenue growth Titan achieved was in large part due to the
addition of more than 50 new customers which is a direct result of
the company's new 'rep centric' sales organization.  The company's
gross profit margins were compressed as a result of increased
material cost and the decline in demand for quick turn services.

"We continued to demonstrate progress with increased revenue and
continue to gain market share during a time of transition in the
market for printed circuit boards," said Curtis Okumura, president
of Titan's Electronics and Homeland Security Division.  "We will
continue to identify operational efficiencies to increase
profitability in the printed circuit board companies and look to
continue to increase market penetration for the remainder of
fiscal 2007."

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?1d5b

                        About Titan Global

Headquartered in Salt Lake City, Titan Global Holdings Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- is a high-
growth diversified holding company with a dynamic portfolio of
companies engaged in emerging telecommunications markets and
advanced technologies.  

Titan's telecommunications subsidiary Oblio Telecom Inc. is a
market leader in prepaid telecommunications products and the
second largest publicly-owned international telecommunications
company focused on the prepaid space.  

Titan Wireless Inc. is Titan's wireless subsidiary and is a mobile
virtual network operator.  Titan Wireless sells its MVNO prepaid
wireless products and wireless services through Oblio's
established distribution channels.  Titan's Electronics and
Homeland Security division specializes in advanced manufacturing
processes to provide commercial production runs and quick-turn
delivery of printed circuit board prototypes for high-margin
markets including Homeland Security and high-tech clients.


TREY RESOURCES: Bagell Josephs' Expresses Going Concern Doubt
-------------------------------------------------------------
Bagell, Josephs, Levine & Company, LLC names two major issues that
raise substantial doubt about Trey Resources Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year Dec. 31, 2006.  The auditing firm pointed
to the company's substantial accumulated deficits and operating
losses.  

As of Dec. 31, 2006, the company listed total assets valued at
$2.4 million and total liabilities of $6 million, resulting to
total stockholders' deficit of $3.6 million.  The company recorded
an accumulated deficit of $7.8 million as of Dec. 31, 2006.  The
company's December 31 balance sheet also showed strained liquidity
with total current assets of $1.3 million available to pay total
current liabilities of $5.3 million.

For the year ended Dec. 31, 2006, the company generated net sales
of $6.5 million and incurred a net loss of $2.3 million, versus
net sales of $4.2 million and a net loss of $2.4 million for the
year ended Dec. 31, 2005.  Net sales were all generated by the
company's operating subsidiary, SWK Technologies.  SWKT sales
increased as the result of increased focus by management on
marketing and sales across all its product lines, as well as a
contribution to sales from AMP-Best Consulting Inc, which SWKT
acquired on June 2, 2006.

During the year ended Dec. 31, 2006, Trey had a net decrease in
cash of $643,541.  In the year ended Dec. 31, 2006, SWK
Technologies Inc. drew down $263,000 and repaid $386,000 from its
$250,000 line of credit with Bank of America formerly Fleet
National Bank.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d68

                      About Trey Resources

With principal offices and facilities at Livingston, New Jersey,
Trey Resources Inc. -- http://www.treyresources.com/-- is a  
consultant for small and medium sized businesses and value-added
resellers and developers of financial accounting software.  The
company also publishes its own proprietary EDI software.  The sale
of the company's financial accounting software is concentrated in
the northeastern U.S., while their EDI software and programming
services are sold to corporations nationwide.


UNIVERSAL HOSPITAL: Bear Stearns Offer Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Bloomington, Minnesota-based Universal Hospital
Services Inc. on CreditWatch with negative implications following
Universal's announcement that it has entered into a definitive
agreement to be acquired by Bear Stearns Merchant Banking.  The
total value of the transaction is approximately $712 million.
      
"We assume that the company's debt obligation after the
transaction will be significantly greater than its obligation of
$310 million as of Dec. 31, 2006," explained Standard & Poor's
credit analyst Jesse Juliano.  "The new capital structure would
likely place downward pressure on the corporate credit rating."
     
S&P did not place the ratings on the company's $125 million
revolver and $260 million of unsecured notes on CreditWatch
because we expect that the debt will be retired as part of the
transaction.


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.


VILLAGEEDOCS INC: KMJ Corbin Raises Going Concern Doubt
-------------------------------------------------------
KMJ Corbin & Company, LLP cited several factors that raise
substantial doubt about VillageEDOCS 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 factors that
KMJ Corbin cited were the company's recurring losses and a working
capital deficit of $3.1 million.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $882,132 on net sales of $12.9 million, as compared with a net
loss of $8.1 million on net sales of $8.8 million for the year
ended Dec. 31, 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $15.1 million and total liabilities of $5.2 million,
resulting to total stockholders' equity of $9.9 million.  
Accumulated deficit as of Dec. 31, 2006, was $21.8 million.  
The company held $568,819 in cash as of Dec. 31, 2006.

                         Key Items in 2006

In 2006, the company made significant progress toward achieving
strategic objectives by:

    * acquiring GSI effective May 1, 2006, a company with
      strategic products and services;

    * increasing consolidated net revenue for 2006 by 47% due to a
      9% increase in its TBS subsidiary, a 14% increase in its
      Resolutions subsidiary resulting from the consolidation of
      the net revenue of Resolutions during the first quarter of  
      2006, and the consolidation of $3.7 million of net revenue
      of GSI from May 1, 2006;

    * reducing net loss for 2006 by $7.2 million, as compared with
      2005 as a result of the conversion to common stock of all
      debt containing embedded derivatives; and

    * preparing to successfully execute the company's planned
      growth strategy  by strengthening the management team.   
      During 2006, the company hired Jerry Kendall as President
      and Joe Torano as senior vice president of Sales and
      Marketing.

A full-text copy of the company's financial statements for the
year ended Dec. 31, 2006, is available for free at
http://ResearchArchives.com/t/s?1d5d

                        About VillageEDOCS

VillageEDOCS Inc. (OTC BB: VEDO) -- http://www.villageedocs.com/-
- conducts its business through four wholly owned subsidiaries.  
GSI, the company's most recent acquisition, provides enhanced
voice and data communications services.  MVI operates its Internet
based document delivery services.  TBS operates its government
accounting products and services business.  Resolutions sells and
operates the company's e-forms, archiving, imaging, and workflow
products and services.  The company's target markets include
Financial Services, Healthcare, Manufacturing, and Local
Government, and it serves around 5,100 active clients.


VONAGE HOLDINGS: Posts $338 Million Net Loss in Full Year 2006
--------------------------------------------------------------
Vonage Holdings Corp. filed with the U.S. Securities and Exchange
its financial statement on Form 10-K for the year ended Dec. 31,
2006.

The company reports that it incurred significant operating losses
since inception and as a result, generated negative cash flows
from operations, and has an accumulated deficit of $720.9 million
at December, 31, 2006.

The company's primary sources of funds has been proceeds from:

    * private placements of its preferred stock,

    * private placement of its convertible notes,

    * an initial public offering of its common stock,

    * operating revenues and borrowings under notes payable from
      its principal stockholder and Chairman, which were
      subsequently converted into shares of the company's
      preferred stock.

In 2005, the company raised proceeds, net of expenses, of:

    * $195.7 million from the issuance of preferred stock and

    * $240.0 million in December 2005 and January 2006 in a
      private placement of convertible notes.

In 2006, the company raised $491.1 million in net proceeds from an
initial public offering, or IPO, of common stock which includes
costs of $1.9 million incurred in 2005.

The company relates that it has used the proceeds from the
convertible note offering and intends to use the proceeds from the
IPO for working capital and other general corporate purposes,
including funding operating losses.

                         Financials

For the year ended Dec. 31, 2006, the company reported a net loss
of $338,573,000 on revenues of $607,397,000 compared to a net loss
of $261,334,000 on revenues of $269,196,000 for the year ended
Dec. 31, 2005.

At Dec. 31, 2006, the company's balance showed total assets of
$757,524 and total liabilities of $574,323.

A full-text copy of the company's financial statement of Form 10-K
for the year ended Dec. 31, 2006, is available for free at:

             http://ResearchArchives.com/t/s?1d6d

                         Reduction-in-Force

On April 11, 2007, the company reduced its total workforce by
approximately 10% to reduce costs and improve efficiency.  The
company anticipates incurring a charge of approximately
$5 million, all of which would be for one-time employee
termination benefits.

              Resignation of Chief Executive Officer

On April 12, 2007, Michael Snyder stepped down from his position
as Chief Executive Officer and resigned from the company's Board
of Directors, effective April 11, 2007.  Jeffrey A. Citron,
Chairman and Chief Strategist was appointed, effective April 11,
2007, as the company's interim Chief Executive Officer and is
expected to serve on a short-term basis.

The company discloses that it has commenced a search for Mr.
Snyder's replacement.

                       Verizon Litigation

On June 12, 2006, Verizon Services Corp., Verizon Laboratories
Inc., and Verizon Communications, Inc., against the company and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.  Verizon alleged that the
company infringed seven patents in connection with providing VoIP
services and sought injunctive relief, compensatory and treble
damages and attorneys' fees.  Verizon dismissed its claims with
respect to two of its patents prior to trial, which commenced on
Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding that
the company infringed three of the patents-in-suit.  The jury
rejected Verizon's claim for willful infringement, treble damages,
and attorneys' fees, and awarded compensatory damages in the
amount of $58 million.  The trial court subsequently indicated
that it would award Verizon $1.6 million in prejudgment interest
on the $58 million jury award.  The trial court issued a permanent
injunction with respect to the three patents the jury found to be
infringed effective April 12, 2007.

The company says that the trial court has permitted the company to
continue to service existing customers pending appeal, subject to
deposit into escrow of a 5.5% royalty on a quarterly basis.  The
trial court also ordered that the company may not use its
technology that was found to be infringing to provide services to
new customers.

In addition, the company posted a $66 million bond to stay
execution of the monetary judgment pending appeal.

On April 6, 2007, the company filed an amended notice of appeal
with the United States Court of Appeals for the Federal Circuit,
which issued a temporary stay of the injunction imposed by the
trial court.  The temporary stay will remain in effect until the
appellate court rules on whether to grant a stay for the duration
of the appeal.  The Court of Appeals has set a briefing schedule
and ordered the parties to appear for oral argument on the request
for a stay pending appeal on April 24, 2007.

                  Likely Effects of Litigation

The company says that its ongoing patent litigation with Verizon,
if determined against the company, could:

    * result in the loss of a substantial number of existing
      customers or prohibit the acquisition of new customers;

    * lead to an event of default under the terms of the company's
      convertible notes, which could accelerate the payment of
      approximately $253.6 million of principal and interest under
      the notes;

    * cause the company to accelerate expenditures to preserve
      existing revenues;

    * cause existing or new vendors to require prepayments or
      letters of credit;

    * cause the company to lose access to key distribution
      channels;

    * result in substantial employee layoffs or risk the permanent
      loss of highly-valued employees;

    * materially and adversely affect the company's brand in the
      market place and cause a substantial loss of goodwill;

    * cause the company's stock price to decline significantly or
      otherwise cause the company to fail to meet the continued
      listing requirements of the New York Stock Exchange, which
      could result in the delisting of its common stock from the
      Exchange;

    * materially and adversely affect the company's liquidity,
      including its ability to pay debts and other obligations as
      they become due; and

    * lead to the bankruptcy or liquidation of the company.

                        About Vonage

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a   
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


WALNUT HILL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Walnut Hill I-35 Enterprises, L.L.C.
        dba Flash Mart Stores
        dba Flash Mart
        dba Church's Chicken
        dba Walnut Greenville Enterprises
        dba Quizno's Sub
        2410 Walnut Hill Lane
        Dallas, TX 75229

Bankruptcy Case No.: 07-31814

Chapter 11 Petition Date: April 17, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

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.


WASHINGTON MUTUAL: Fitch Holds Low-B Ratings on Six Certificates
----------------------------------------------------------------
Fitch Ratings upgrades Washington Mutual's commercial mortgage
pass-through certificates, series 2005-C1, as:

    -- $13.0 million class C to 'AA' from 'AA-';
    -- $4.1 million class D to 'AA-' from 'A';
    -- $5.7 million class E to 'A' from 'A-';
    -- $4.9 million class F to 'A-' from 'BBB+';
    -- $5.7 million class G to 'BBB' from 'BBB-'.

In addition, Fitch affirms the ratings on these classes:

    -- $89.7 million class A-1 at 'AAA';
    -- $228 million class A-2 at 'AAA';
    -- $49.6 million class A-J at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $8.9 million class B at 'AAA';
    -- $8.1 million class H at 'BB+';
    -- $3.3 million class J at 'BB';
    -- $2.4 million class K at 'BB-';
    -- $2.4 million class L at 'B+';
    -- $0.8 million class M at 'B';
    -- $1.6 million class N at 'B-'.

The rating upgrades reflect the increased subordination levels due
to additional payoffs and scheduled amortization since issuance.  
As of the March 2007 distribution date, the pool's collateral
balance has paid down 34.1% to $428.3 million from $649.5 million
at issuance.  Fifty-two loans of the original 218 loans have paid
in full.

The accelerated paydown demonstrated by this transaction is due to
the pool's composition of well-seasoned loans. 84% of the pool has
five or more years of seasoning.  The real estate collateral in
the pool is considered strong, as most properties are located
within New York City metropolitan area.  At 18.3 years, the pool
also has shorter weighted average remaining loan term than typical
conduit transactions.


WCI COMMUNITIES: Amends Two Credit Agreements with Lenders
----------------------------------------------------------
WCI Communities Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission yesterday that on April 5,
2007, the company and certain of its subsidiaries, along with Bank
of America and Wachovia, as agents for the lenders in the
company's Senior Unsecured Revolving Credit Agreement, entered
into an amendment to the Revolving Credit Agreement which amended
a revolving credit agreement among the company, its lenders and
the lenders' agents dated June 13, 2006.

The terms of the Amended Credit Agreement include a reduction in
the facility size from $930,000,000 to $850,000,000 followed by a
further reduction to $800,000,000 on Oct. 1, 2007, consistent with
the company's de-leveraging strategy as previously disclosed.

Simultaneously, the company and certain of its subsidiaries, along
with Key Bank N.A., as agents for the lenders in the company's
Senior Unsecured Term Loan, entered into an amendment to the Term
Loan Credit Agreement, which amended the Term Loan Agreement among
the company, its lenders and the lenders' agents dated Dec. 23,
2005, as amended on June 30, 2006.

Modifications to certain covenants and provisions contained in the
Amended Credit Agreement and the Amended Term Loan Agreement
include:

   * EBITDA to Fixed Charges: For 2007, minimum of 1.50x coverage
     is required, however, the minimum ratio may drop below 1.50x
     but above 1.25x in any two quarters for an additional 25 b.p.
     in pricing.  For 2008, the minimum is being lowered to 1.75x
     coverage however, the minimum ratio may drop below 1.75x but
     above 1.50x in any one quarter for an additional 15 b.p. in
     pricing.  Thereafter, the minimum coverage ratio will be
     2.00x.

   * Limitation on Housing Inventory: Maximum permitted inventory
     is increased from GBP35% of trailing twelve months
     homebuilding closings to GBP50% through 1Q 2008, unless
     Modification Period terminated sooner by the company.

   * Leverage Ratio: Lowered to 1.95x.

   * Permitted Distributions: Prohibition against Distributions
     and Stock Repurchases during Modification Period (except for
     share repurchases required under the current 5 million share
     forward capped call purchase agreement).

   * Limitations on Indebtedness: The company may prepay the 4%
     Contingent Convertible Notes at any time (whether Notes are
     put to Borrower or Borrower elects to call the Notes).

Additionally, the Amended Credit Agreement and Amended Term Loan
Agreement provide for a springing lien on substantially all of the
non-real estate assets of the Company and its subsidiaries (other
than certain non-wholly owned subsidiaries).  The lien will become
effective if, at any time during the Modification Period, certain
covenant defaults occur and the company's liquidity is not more
than $150 million.

Some of the Lenders and certain of their affiliates, under the
Amended Credit Agreement and Amended Term Loan Agreement perform
various financial advisory, investment banking and commercial
banking services for the company, for which they receive usual and
customary fees.

A full-text copy of the first amendment to the Senior Unsecured
Revolving Credit Agreement dated April 5, 2007, is available for
free at: http://researcharchives.com/t/s?1d7a

A full-text copy of the second amendment to Senior Unsecured
Credit Agreement dated April 5, 2007, is available at no charge
at: http://researcharchives.com/t/s?1d7b

                           2006 Results

WCI reported net income of $9 million for the year ended Dec. 31,
2006, compared with net income of $186.2 million in 2005.  
Revenues for 2006 totaled $2.05 billion versus $2.6 billion a year
ago.  

For the fourth quarter, the company reported a net loss of
$64.6 million compared with net income of $54.6 million for the
fourth quarter of 2005.  Revenues for the fourth quarter of 2006
decreased to $526.3 million as compared with $843.4 million in the
fourth quarter of 2005 as the result of lower sales, contract
cancellations and defaults.  

At Dec. 31, 2006, the company's balance sheet showed
$3,831.8 million in total assets, $2,807.8 million in total
liabilities, $36.6 million in minority interests, and
$987.4 million in total shareholders' equity.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional     
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its ratings on WCI
Communities Inc.'s Corporate credit at B+, and Senior
Subordinated Debt at B-, on CreditWatch with negative implications
after the announcement that affiliates of Carl Icahn plan to make
a hostile tender offer for WCI's shares.


WCI COMMUNITIES: Carl Icahn Urges Shareholders to Elect New Board
-----------------------------------------------------------------
Carl Icahn has appealed to shareholders of WCI Communities Inc. to
elect new members to the company's board of directors, the
Associated Press reports citing a filing with the Securities and
Exchange Commission.  Mr. Icahn's companies control more than
14.5% of WCI, AP says.

AP relates that early this month, the company's current 10-member
board called Mr. Icahn's unsolicited $920.8 million buyout offer
"opportunistic and inadequate" and unanimously advised
shareholders to reject it.

            Hostile Bid Cues S&P's Negative CreditWatch

Last month, Mr. Icahn offered to acquire any and all of WCI's
outstanding common stock for $22 per share.

The unsolicited offer prompted Standard & Poor's Ratings Services
to place its ratings on WCI on CreditWatch with negative
implications.  

The action includes the company's 'B+' corporate credit rating and
'B-' senior subordinated debt rating.  

According to S&P, the negative CreditWatch placements reflect
uncertainty regarding WCI's strategic direction and ultimate
capitalization.  While the company's senior subordinated notes are
protected by a change of control provision, there is no assurance
that WCI will have the capacity to fund the repurchase of those
notes before they mature, the rating agency explained.

                           2006 Results

WCI reported net income of $9 million for the year ended Dec. 31,
2006, compared with net income of $186.2 million in 2005.  
Revenues for 2006 totaled $2.05 billion versus $2.6 billion a year
ago.  

For the fourth quarter, the company reported a net loss of
$64.6 million compared with net income of $54.6 million for the
fourth quarter of 2005.  Revenues for the fourth quarter of 2006
decreased to $526.3 million as compared with $843.4 million in the
fourth quarter of 2005 as the result of lower sales, contract
cancellations and defaults.  

At Dec. 31, 2006, the company's balance sheet showed
$3,831.8 million in total assets, $2,807.8 million in total
liabilities, $36.6 million in minority interests, and
$987.4 million in total shareholders' equity.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional     
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.


WERNER LADDER: Court Moves Exclusive Plan Filing Period to May 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates' exclusive periods to file a plan of
reorganization until May 17, 2007, and to solicit acceptances
of that plan until July 16, 2007.

The extension is without prejudice to the Debtors' rights to seek
further extension of the Exclusive Periods, or to seek other
appropriate relief.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, reminded the Court that as the Debtors
have fulfilled their obligations under a second forbearance
agreement, debtor-in-possession financing lenders have agreed to
support the Debtors' proposed exclusivity extension through
May 17.  In addition, pursuant to the terms of the $99,000,000 DIP
Facility, the Debtors are required to maintain the Exclusive
Periods.  Moreover, he said, the Second Lien Committee and the
Official Committee of Unsecured Creditors have indicated their
support for extension to allow for an orderly sale of the Debtors'
assets under Section 363.

In light of the ongoing negotiations of a definitive deal with
both the Second Lien Investor Group and the Black Diamond Group,
the Debtors said they are hopeful that one of the agreements will
be designated as the stalking horse purchase agreement and will
serve as a baseline for an auction for their Assets.

While negotiating with the Preliminary Bidders, the Debtors and
their advisors have laid the groundwork for a process to market
their Assets to other potential purchasers, including financial
and strategic buyers.  Mr. Brady said the effort has required the
Debtors to prepare a detailed confidential information memorandum
with extensive supporting diligence.  The Debtors will continue
to work diligently to maximize the value of their assets.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)  


* Focus Management Expands and Opens New Office in Cleveland
------------------------------------------------------------
Focus Management Group has disclosed that it is opening a new
regional office in Cleveland, Ohio as part of the continued
expansion of its operations.

The opening will provide the nationwide restructuring firm with an
additional base to support the growth of its turnaround management
operations in the Midwest and Northeastern states.

J. Tim Pruban, President of Focus Management Group, said, "This
expansion is directly related to our ongoing commitment to provide
stakeholders with comprehensive solutions in turnaround
management, business restructuring and asset recovery.  The
Cleveland office will strengthen our presence in Ohio and its
surrounding states and will enable us to more effectively service
our clients' needs in this important region.

Michael P. Grau, a financial specialist with extensive experience
in turnaround management, consulting, accounting and commercial
lending, will serve as Managing Director of the new office,
overseeing its operation and business development activities.  
Prior to joining Focus, Mr. Grau held senior-level positions with
leading financial institutions, as well as co-founding a boutique
management consulting firm.

                     About Focus Management

Focus Management Group offers nationwide capabilities in
turnaround management, business restructuring and asset recovery.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Greenwich, Los Angeles and Nashville, Focus Management Group
provides turn-key support to stakeholders including secured
lenders and equity sponsors. The Company provides a comprehensive
array of services including turnaround management, interim
management, operational analysis and process improvement, case
management services, bank and creditor negotiation, asset
recovery, recapitalization services and special situation
investment banking for distressed companies.

Focus Management Group has significant expertise in the insolvency
arena.  FOCUS Professionals have served debtors, creditors, and
unsecured stakeholders in their efforts to accomplish the best
outcome.

Over the past decade, Focus Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are Focus Management Group's forte - finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates Focus Management
Group from the competition.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Our Springs (S.O.S.) Alliance, Inc.
   Bankr. W.D. Tex. Case No. 07-10642
      Chapter 11 Petition filed April 10, 2007
         See http://bankrupt.com/misc/txwb07-10642.pdf

In re Air Filtration Engineering Tucson, Inc.
   Bankr. D. Ariz. Case No. 07-00597
      Chapter 11 Petition filed April 11, 2007
         See http://bankrupt.com/misc/azb07-00597.pdf

In re Pioneer Business Management, LLC
   Bankr. E.D. N.Y. Case No. 07-41801
      Chapter 11 Petition filed April 11, 2007
         See http://bankrupt.com/misc/nyeb07-41801.pdf

In re Seaport Novelties, Gifts & News, Inc.
   Bankr. S.D. N.Y. Case No. 07-11025
      Chapter 11 Petition filed April 11, 2007
         See http://bankrupt.com/misc/nysb07-11025.pdf

In re Albert W. Schimmel, III
   Bankr. D. N.M. Case No. 07-10872
      Chapter 11 Petition filed April 12, 2007
         See http://bankrupt.com/misc/nmb07-10872.pdf

In re Browns Drive-In, Inc.
   Bankr. E.D. Mich. Case No. 07-31228
      Chapter 11 Petition filed April 12, 2007
         See http://bankrupt.com/misc/mieb07-31228.pdf

In re Flex Performing Arts Company
   Bankr. M.D. Fla. Case No. 07-02915
      Chapter 11 Petition filed April 12, 2007
         See http://bankrupt.com/misc/flmb07-02915.pdf

In re Omega Airport Shuttle, Inc.
   Bankr. N.D. Ill. Case No. 07-06624
      Chapter 11 Petition filed April 12, 2007
         See http://bankrupt.com/misc/ilnb07-06624.pdf

In re Sandra Lynn Segalla
   Bankr. W.D. Pa. Case No. 07-70390
      Chapter 11 Petition filed April 12, 2007
         See http://bankrupt.com/misc/pawb07-70390.pdf

In re Wyeth & Company, LLC
   Bankr. W.D. N.C. Case No. 07-50315
      Chapter 11 Petition filed April 12, 2007
         See http://bankrupt.com/misc/ncwb07-50315.pdf

In re Anthony G. Saleh
   Bankr. E.D. N.Y. Case No. 07-41831
      Chapter 11 Petition filed April 13, 2007
         See http://bankrupt.com/misc/nyeb07-41831.pdf

In re Champion Industries, Inc.
   Bankr. D. Md. Case No. 07-13409
      Chapter 11 Petition filed April 13, 2007
         See http://bankrupt.com/misc/mdb07-13409.pdf

In re Lantam Distributing Co., Inc.
   Bankr. D. Md. Case No. 07-13410
      Chapter 11 Petition filed April 13, 2007
         See http://bankrupt.com/misc/mdb07-13410.pdf

In re Maumee Valley Golf Club, Inc.
   Bankr. N.D. Ind. Case No. 07-10965
      Chapter 11 Petition filed April 13, 2007
         See http://bankrupt.com/misc/innb07-10965.pdf

In re Timothy B. Skraitz
   Bankr. W.D. Pa. Case No. 07-22334
      Chapter 11 Petition filed April 13, 2007
         See http://bankrupt.com/misc/pawb07-22334.pdf

In re RBI Baseball Academy
   Bankr. W.D. Tex. Case No. 07-10673
      Chapter 11 Petition filed April 14, 2007
         See http://bankrupt.com/misc/txwb07-10673.pdf

In re Cathy's Cleaning, LLC
   Bankr. W.D. Pa. Case No. 07-22369
      Chapter 11 Petition filed April 16, 2007
         See http://bankrupt.com/misc/pawb07-22369.pdf

In re EMS Savannah, Inc.
   Bankr. W.D. Tenn. Case No. 07-11083
      Chapter 11 Petition filed April 16, 2007
         See http://bankrupt.com/misc/tnwb07-11083.pdf

In re Edward J. Zeroski
   Bankr. N.D. W. Va. Case No. 07-00484
      Chapter 11 Petition filed April 16, 2007
         See http://bankrupt.com/misc/wvnb07-00484.pdf

In re Milton Thomas Person
   Bankr. N.D. Miss. Case No. 07-11259
      Chapter 11 Petition filed April 16, 2007
         See http://bankrupt.com/misc/msnb07-11259.pdf

In re Providence Group, Inc.
   Bankr. N.D. Miss. Case No. 07-11260
      Chapter 11 Petition filed April 16, 2007
         See http://bankrupt.com/misc/msnb07-11260.pdf

In re Synergy Fitness MV, Inc.
   Bankr. S.D. N.Y. Case No. 07-11077
      Chapter 11 Petition filed April 16, 2007
         See http://bankrupt.com/misc/nysb07-11077.pdf

In re Casa Blanca Group, LLC
   Bankr. D. Ariz. Case No. 07-00176
      Chapter 11 Petition filed April 17, 2007
         See http://bankrupt.com/misc/azb07-00176.pdf

In re Dee Dee's International, Inc.
   Bankr. N.D. Ind. Case No. 07-30871
      Chapter 11 Petition filed April 17, 2007
         See http://bankrupt.com/misc/innb07-30871.pdf

In re Fillmore Grill, LLC
   Bankr. N.D. Calif. Case No. 07-30442
      Chapter 11 Petition filed April 17, 2007
         See http://bankrupt.com/misc/canb07-30442.pdf

In re Four Nations Decorating, Inc.
   Bankr. D. Minn. Case No. 07-31298
      Chapter 11 Petition filed April 17, 2007
         See http://bankrupt.com/misc/mnb07-31298.pdf

In re Harry Max Speight
   Bankr. W.D. Tenn. Case No. 07-11093
      Chapter 11 Petition filed April 17, 2007
         See http://bankrupt.com/misc/tnwb07-11093.pdf

In re J&S Party Pac Wines and Liquors, Inc.
   Bankr. M.D. Tenn. Case No. 07-02606
      Chapter 11 Petition filed April 17, 2007
         See http://bankrupt.com/misc/tnmb07-02606.pdf

                             *********

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 ***