TCR_Public/070502.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 2, 2007, Vol. 11, No. 103

                             Headlines

ADVANCED MICRO: High Financial Leverage Cues Moody's Neg. Outlook
ADVANSTAR COMMUNICATIONS: S&P Puts All Ratings on Positive Watch
AEARO TECH: Moody's Junks Rating on $200 Million Second Lien Loan
AFC ENTERPRISES: Inks Credit Pact Allowing Repurchase of Stock
AGS LLC: Considerable Revenue Cues Moody's B3 Corp. Family Rating

AJAY SPORTS: Files Disclosure Statement in Michigan
ALLIANT TECHSYSTEMS: Fitch Places Issuer Default Rating at BB
ALLIED HOLDINGS: Hawk Fund Sues Yucaipa & IBT For 'Secret' Plan
ALLIED HOLDINGS: Court Approves Settlement With Equity Holders
ALPINE SECURITIZATION: DBRS Rates $82.1 Million Facilities at BB

AMAZON.COM INC: Earns $111 Million in Quarter Ended March 31
AMERICAN REAL: Units Sell Stake in SandRidge Energy for $243 Mil.
ANTHONY SIRNA: Case Summary & 19 Largest Unsecured Creditors
AUTONATION INC: Fitch Withdraws BB+ Ratings
BAUSCH & LOMB: Earns $14.9 Million in Year Ended Dec. 31, 2006

BNC MORTGAGE: DBRS Puts Low-B Ratings on Two Series 2007-2 Certs.
BOISE CASCADE: Moody's Rates Proposed $725 Million Loans at Ba2
BREK ENERGY: Mendoza Berger Expresses Going Concern Doubt
BRIAN TERREBONNE: Case Summary & 19 Largest Unsecured Creditors
CHALLENGER POWERBOATS: Jaspers + Hall Raises Going Concern Doubt

CENTRAL PARKING: Moody's Puts (P)Ba2 Rating on $355MM Facility
CHINA WORLD: Child Van Wagoner Raises Going Concern Doubt
CINCINNATI BELL: Fitch Affirms Issuer Default Rating at B+
COMCAST CORP: Earns $837 Million in Quarter Ended March 31
CONSPIRACY ENTERTAINMENT: Auditors Raise Going Concern Doubt

CONTROL ELECTRONICS: Voluntary Chapter 11 Case Summary
CREATIVE VISTAS: Stark Winter Expresses Going Concern Doubt
CYBERONICS INC: Restructuring Commences with 15% Workforce Cut
DELTA AIR: Posts $130 Million Net Loss in Quarter Ended March 31
DELTA AIR: Bankruptcy Emergence Cues S&P's B Corp. Credit Rating

DELUXE CORP: Mulls Unregistered Offering of $200 Mil. Senior Notes
DELUXE CORP: S&P Rates Proposed $200 Million Senior Notes at BB-
DENALI CAPITAL: Full Note Redemption Cues S&P to Withdraw Ratings
DORAL FINANCIAL: Pays $129MM for Securities Class Action Claims
DORAL FINANCIAL: Moody's Says Review on Ratings Still Ongoing

DORAL FINANCIAL: Class Action Settlement Cues S&P's Rating Watch
DUNE ENERGY: Moody's Junks Rating on $285 Million Senior Notes
DUNE ENERGY: S&P Rates Proposed $285 Million Senior Notes at B-
E&N RANDOLPH: Case Summary & Eight Largest Unsecured Creditors
EAST LANE: S&P Rates $250 Million Variable Rate Notes at BB+

EDISON MISSION: S&P Rates Proposed $2.7 Bil. Senior Notes at BB-
EGPI FIRECREEK: Donahue Associates Raises Going Concern Doubt
ELEPHANT TALK: Kabani & Company Raises Going Concern Doubt
ENRIQUE ROBLES: Case Summary & 17 Largest Unsecured Creditors
GARRETT CUSTOM: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: Three Execs Continue Voluntary Salary Reductions
GINN-LA CS: Weak 2006 Performance Cues Moody's to Lower Ratings
GRAPHIC PACKAGING: Fitch Lifts Senior Secured Ratings to BB-
GREAT WINES: Case Summary & 20 Largest Unsecured Creditors
GS MORTGAGE: S&P Places Low-Ratings on Three Certificate Classes

HAROLD WILSON: Case Summary & 10 Largest Unsecured Creditors
HUGH BAILEY: Case Summary & Six Largest Unsecured Creditors
INTERPUBLIC GROUP: S&P Junks Rating on $525 Mil. Preferred Stock
JESSE TIPTON: Case Summary & 19 Largest Unsecured Creditors
JOHN TADDEI: Case Summary & Nine Largest Unsecured Creditors

JOHN WHEWELL: Voluntary Chapter 11 Case Summary
LARRY MOORE: Case Summary & 12 Largest Unsecured Creditors
LEXINGTON PRECISION: Ernst & Young Raises Going Concern Doubt
LIFEPOINT HOSPITALS: Fitch Holds Issuer Default Rating at BB-
LPATH INC: Losses Prompt LevitZacks' Going Concern Doubt Opinion

MARINER ENERGY: Completes $300MM Senior Unsecured Notes Offering
MARSHALL HOLDINGS: Madsen & Associates Raises Going Concern Doubt
MATERIALS HOLDING: S&P Revises Outlook to Negative from Stable
MAVERICK OIL: Completes Sale of Interest in Barnett for $22.5 Mil.
MEDRAN INVESTMENT: Voluntary Chapter 11 Case Summary

MICHAEL DUGGAN: Case Summary & 8 Largest Unsecured Creditors
MISTERA MULUGETA: Voluntary Chapter 11 Case Summary
NARINDER GUPTA: Case Summary & 12 Largest Unsecured Creditors
NEW CENTURY: Employees Asks Appointment of Beneficiaries Committee
NEW CENTURY: Selects CDG as Compensation Specialist

NEW CENTURY: Four Parties Balk at Sale of Access Lending Business
OMNICARE INC: Earns $69.7 Million in Fourth Quarter Ended Dec. 31
OMNOVA SOLUTIONS: Moody's Rates Proposed $150MM Senior Loan at B2
ORBITAL SCIENCES: Earns $11.5 Million in Quarter Ended March 31
PAC-WEST TELECOMM: Case Summary & 29 Largest Unsecured Creditors

PACIFIC LUMBER: Wants Exclusive Plan Filing Date Moved to Sept. 18
PACIFIC LUMBER: Scopac Seeks Sept. 18 Extension of Plan Filing
PENN NATIONAL: Board Authorizes $200 Mil. Common Stock Repurchase
QUALITY FINANCIAL: Case Summary & 7 Largest Unsecured Creditors
QTC MANAGEMENT: S&P Rates Proposed $140 Million Senior Loan at B+

RECKSON OPERATING: S&P Lowers Senior Unsec. Notes' Rating to BB+
REMEDIATION FINANCIAL: Must File Disclosure Statement by May 31
RESMAE MORTGAGE: Can Now Solicit Acceptances to First Amended Plan
RESMAE MORTGAGE: Plan Confirmation Hearing Slated for June 5
RIVERDEEP INTERACTIVE: Moody's Cuts Rating on $500MM Senior Loan

RIVIERA HOLDINGS: Sells $245MM Loan Facilities thru Wachovia Bank
ROBIN TROTOCHAU: Case Summary & 17 Largest Unsecured Creditors
SDI INC: Voluntary Chapter 11 Case Summary
SHREVEPORT HOUSING: Moody's Cuts Rating on Series 1993A Bonds
SINOFRESH HEALTHCARE: Moore Stephens Raises Going Concern Doubt

SOLUTIA INC: Amended Employment Agreement with Rothschild Approved
SOLUTIA INC: Court Okays Bidding Procedure for Sale of Dequest
SOLUTIA INC: Wants Settlement Agreement With FMC Corp. Approved
SPATIALIGHT INC: Nasdaq Spots Below Minimum Common Stock Bid Price
SPATIALIGHT INC: Inks Agreements to Raise $15.4 Million Financing

SUPERVALU INC: Earns $452 Million in Fiscal Year Ended February 24
SWEETSKINZ HOLDINGS: Judge Sontchi Approves Disclosure Statement
TAYLOR CAPITAL: Robin VanCastle Takes Chief Financial Officer Post
THOMAS REALTY: Case Summary & Largest Unsecured Creditor
TOWER AUTOMOTIVE: Files Chapter 11 Plan and Disclosure Statement

TRIBEWORKS INC: Williams & Webster Raises Going Concern Doubt
TRIARC COS: Provides Restructuring & "Pure Play" Transition Update
UAP HOLDING: Earns $33.5 Million in Fiscal Year Ended February 25
US AIRWAYS GROUP: Earns $66 Million in Quarter Ended March 31
WACHOVIA BANK: Moody's Puts Rating on Class WA Certs. Under Review

WEST PENN: Fitch Lifts Rating on Outstanding $600MM Debt to BB-
WII COMPONENTS: Moody's Holds B1 Rating on $120 Million Sr. Notes
WINSTAR COMMS: Herrick & Impala Wants Credit Suisse Pact Approved
WOLF CREEK: Voluntary Chapter 11 Case Summary

* Corporate Revitalization Moves Chicago Office to the North Loop
* Donlin Recano Retained by Hancock Fabrics as Claims Agent
* Grant Thornton Names Mark Toney as Restructuring Unit Co-Leader

* Upcoming Meetings, Conferences and Seminars

                             *********

ADVANCED MICRO: High Financial Leverage Cues Moody's Neg. Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed AMD's B1 corporate family
rating while revising to Ba2 from Ba3 the ratings on both the
currently secured $390 million notes due 2012 (2012 Note) and the
$1.7 billion remainder of the original $2.5 billion term loan due
2013.  This revision reflects AMD' recent issuance of $2.2 billion
of senior convertible notes due 2014 (not rated by Moody's) and
the concurrent $500 million repayment of the bank term loan.  The
rating outlook remains negative.

In line with Moody's loss given default methodology, the 2012 Note
and bank term loan ratings are raised by one notch to Ba2 with a
corresponding LGD2 assessment as a result of the incremental
$2.2 billion junior capital below it.

As noted previously, Moody's believes it is likely that the 2012
Note will become unsecured in the near future.  Since AMD's
secured debt as defined is below $2.5 billion, AMD, as stated in
its 8K filing of April 24, 2007, has the ability to release
collateral that currently benefits the 2012 note.  To the extent
that the 2012 Note loses its collateral interest, its rating would
be lowered to B2 with a corresponding LGD5 assessment while the
bank term loan would likely be raised to Ba1 and LGD2 assessment.

Moody's changed the ratings outlook to negative from stable on
April 23, 2007.  The action reflects AMD's higher financial
leverage, the company's weaker than expected operating performance
in the last three quarters, and Moody's expectations that the next
couple of quarters will remain very challenging even though the
company plans to reduce costs and preserve liquidity while at the
same time rolling out its new product platform dubbed Barcelona in
the third quarter of 2007.

Ratings/assessments revised:

    * $390 million secured notes due August 2012
      from Ba3 (LGD 3, 38%) to Ba2 (LGD 2, 22%)

    * $2.5 billion senior secured term loan due 2013
      from Ba3 (LGD 3, 38%) to Ba2 (LGD 2, 22%)

Ratings/assessments affirmed:

    * Corporate family rating B1;
    * Probability-of-default rating B1;
    * Rating Outlook Negative

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


ADVANSTAR COMMUNICATIONS: S&P Puts All Ratings on Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on New
York City-based Advanstar Communications Inc., including the 'B-'
corporate credit rating, on CreditWatch with positive
implications.  S&P analyzes Advanstar Communications on a
consolidated basis with its parent company, Advanstar Inc.

"Although leverage will increase if the company completes a
refinancing of its existing debt," said Standard & Poor's credit
analyst Tulip Lim, "we believe the proposed capital structure
could improve the company's liquidity and flexibility."

The proposed credit facilities include a $515 million first-lien
senior secured term loan, a $75 million senior secured revolving
credit facility, a $245 million senior secured second-lien term
loan, and a $75 million pay-in-kind holding company note.  

Standard & Poor's will resolve the CreditWatch listing after
evaluating the liquidity picture and operating outlook.

Termination or delays in completing the transaction could result
in an affirmation of the rating and removal from CreditWatch.


AEARO TECH: Moody's Junks Rating on $200 Million Second Lien Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Aearo Technologies.

Moody's also assigned a B1 rating to the company's new senior
secured first lien term loan B and revolver and a Caa1 rating to
the new senior secured second lien term loan.  The $735 million of
new credit facilities, together with cash on hand, will refinance
the company's existing $570 million of bank debt and allow the
redemption of preferred stock at the holding company level through
the payment of a dividend to stockholders.

Despite a higher leverage post dividend recapitalization, the
rating affirmation reflects Moody's recognition of the company's
sound business profile characterized by leading market shares in
several high-growth categories of the Personnel Protection
Equipment market and diversity with regards to end-user sectors,
customers and to some extent geographies.  It also considers
Moody's expectation of continuously solid EBITDA margins, positive
free cash flow applied to debt reduction and good liquidity.

However, the rating agency cautions that Aearo's leverage will
return to a high level following the recapitalization deal with
pro forma debt/EBITDA on a Moody's adjusted basis, reaching 6.6
times as of March 31, 2007.  The cash return to shareholders one
year after the Permira investment in the company demonstrates, in
Moody's view, the company's aggressive financial policy in the
context of its ownership by a private equity firm.  In addition,
Moody's notes that the proposed credit agreement is not very
restrictive, as illustrated by the absence of financial covenants.

The rating outlook remains stable.  However, Moody's notes that
Aearo's flexibility in its rating category is limited by its high
financial leverage.  Debt/EBITDA that would consistently exceed
6.5 times going forward could exert downward pressure on the
ratings.

Rating Affirmed:

- B2 corporate family rating
- B2 probability of default rating

New Ratings Assigned:

- B1 to $60 million first lien revolver due 2013 (LGD3 /34%)
- B1 to $475 million first lien term loan B due 2014 (LGD3 /34%)
- Caa1 to $200 million second lien term loan due 2014 (LGD5 /86%)

Ratings Withdrawn:

- B1 rating of $60 million first lien revolver due 2012
   (LGD3 /36%)

- B1 rating of $360 million first lien term loan B due 2013
   (LGD3 /36%)

- Caa1 rating of $150 million second lien term loan due 2013
   (LGD5 /86%)

With total revenues of approximately $490 million in the twelve
months ended March 31, 2007, Aearo is a worldwide leader in the
Personal Protection Equipment industry, competing primarily in
hearing, eye, head, face, respiratory and fall protection segment
of the market.  In addition, through its Specialty Composites
business, Aearo is a leader in the energy absorbing composites
industry offering products used in applications to control excess
noise, vibration and thermal energy.


AFC ENTERPRISES: Inks Credit Pact Allowing Repurchase of Stock
--------------------------------------------------------------
AFC Enterprises Inc. has completed the second amendment to its
Credit Agreement, dated May 11, 2005.  The amendment modifies the
restrictions in the 2005 Credit Facility on AFC's ability to
repurchase stock in order to increase permitted repurchases.  As a
result, the 2005 Credit Facility now allows AFC to repurchase
stock up to the full amount of stock permitted under its board-
approved multi-year stock repurchase program.  

As of Feb. 25, 2007, the company had approximately $44.8 million
remaining under this stock repurchase program.  

Although there can be no assurance as to the number of shares the
company will repurchase, the amendment provides AFC additional
flexibility to continue periodic repurchases of AFC shares of
common stock on the open market in accordance with the company's
stock repurchase program.

For more information, contact:
   
   a) for Investor inquiries:
      Cheryl Fletcher
      Director
      Finance & Investor Relations
      Tel: (404) 459-4487

   b) for Media inquiries:
      Alicia Thompson
      Vice President
      Popeyes Communications & Public Relations
      Tel:(404) 459-4572

The amendment terms described in the company's Form 8-K filed on
April 30, 2007 are available at:
http://ResearchArchives.com/t/s?1e34

                      About AFC Enterprises

Based in Atlanta, Georgia and founded in 1972, AFC Enterprises
Inc. (Nasdaq: AFCE)-- http://www.afce.com/-- engages in the  
development, operation, and franchising of quick-service
restaurants.  Its restaurants offer food and beverage products. As
of December 31, 2006, Popeyes had 1,878 restaurants in the United
States, Puerto Rico, Guam and 24 foreign countries. AFC has a
primary objective to be the world's Franchisor of Choice(R) by
offering investment opportunities in its Popeyes Chicken &
Biscuits brand and providing exceptional franchisee support
systems and services.

                          *     *     *

As reported in the Troubled Company Reporter - Asia Pacific on
Nov. 1, 2006, Moody's Investors Service's revised its Corporate
Family Rating for AFC Enterprises Inc. from B1 to B2.

Additionally, Moody's affirmed its B1 ratings on the company's
$190 million Guaranteed Senior Secured Term Loan B Due May 2011
and $60 million Guaranteed Senior Secured Revolver Due May 2010.
Moody's assigned the debentures an LGD3 rating suggesting
lenders will experience a 31% loss in the event of default.


AGS LLC: Considerable Revenue Cues Moody's B3 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
AGS LLC and probability of default rating at Caa1.  The rating
outlook is stable.  Moody's also assigned ratings to the company's
proposed senior secured guaranteed bank facilities (the
Facilities), subject to final documentation.  The Facilities will
be used to refinance existing debt, pay a dividend to shareholders
and to finance loans to Native American Tribes for casino
expansion projects.  Moody's notes that the company's shareholders
have already received cash returns in excess of their original
investment.  AGS designs, manufactures, and operates gaming
machines for placement in Native American gaming facilities.  The
company has an installed base of about 6,000 machines in over 70
Native American casinos. AGS' better-than-average credit metrics
and successful operating history to date, are offset by
considerable business risks relative to its scale of operations.

The rating reflects considerable revenue and supplier
concentration risk, heavy reliance on a few key managers for game
design and relationship management, development risk, an
increasingly competitive operating environment, and regulatory
risk related to potential changes in the definition of Class II
gaming machines.  A significant portion of the company's revenue
is derived from one customer; a large majority is generated in the
state of Oklahoma from over 70 locations, and AGS relies heavily
on one long-standing supplier relationship to write software for
its games.  Additionally, total debt exceeds annual revenues, and
liabilities exceed total assets.

AGS' ability to develop attractive games, to build good
relationships with Native American Tribes, as well as its
willingness to supply Class II gaming devices during a period of
significant regulatory uncertainty enabled the company to grow its
installed base.  Since 2004, as the regulatory environment in
Oklahoma has become more stable, larger, better capitalized game
manufacturers have entered the market creating the risk of greater
competition at a time when machine demand is likely to moderate.  
However, the federal government continues to propose changes to
amend laws to more clearly define the distinction between Class II
and Class III gaming devices that, if implemented, could have a
negative impact on a portion of the company's revenues.  The
company has addressed this risk in Oklahoma by having its existing
Class II games pre-approved in compact-compliant formats such that
the Class II games in operation could be easily modified to meet
compliance.  Nevertheless, the company's small scale exposes it to
greater financial risk should unanticipated regulatory changes
occur or if the popularity of its games wanes or if new game
introductions do not gain acceptance.

AGS is expected to advance funds to certain Tribes for expansion
of existing gaming facilities in exchange for placement of a
predetermined number of machines in the expanded casinos.  
Although the company expects future economic benefit from these
game placements, repayment of these development advances
ultimately depends on the ability and willingness of the tribes,
who are not expected to waive sovereign immunity.

Positive rating considerations include better-than-average credit
ratios for the rating category, high margins, a track record of
profitable growth, an ability demonstrated to date of competing
effectively against larger, better capitalized peers, a strong
contract retention rate, new growth opportunities, and adequate
liquidity.  The company's gaming machines are leased to Native
American Tribes who pay a percentage of the game revenue to AGS
which results in recurring revenues and strong EBITDA margins.  
Almost half of AGS' revenues come by way of multi-year contracts;
the remainder comes by way of one-year contracts. Moody's notes,
AGS' contracts do not contain sovereign immunity waivers.

Estimated debt to EBITDA and EBITDA to interest ratios at year-end
2007 are 3.9x and 3.4x, respectively.

The bank facilities are secured by all assets and are guaranteed
by AGS' parent, AGS Capital LLC.

Ratings assigned:

    * Corporate family rating at B3

    * Probability of Default at Caa1

    * $20 million 5-year secured and guaranteed revolving credit
      facility at B3, LGD3, 35%

    * $30 million 6-year secured and guaranteed delayed draw term
      loan at B3, LGD3, 35%

    * $125 million 6-year secured and guaranteed term loan at
      B3, LGD3, 35%

AGS LLC is a subsidiary of AGS Capital LLC, a holding company that
is owned by Alpine Investors, LP, Marathon Asset Management and
Ron Clapper.

AGS designs, manufactures and operates gaming machines for the
Native American casino market.


AJAY SPORTS: Files Disclosure Statement in Michigan
---------------------------------------------------
Ajay Sports Inc. and it debtor-affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan a Disclosure
Statement explaining their Chapter 11 Plan of Reorganization.

The Debtors tells the Court that they will sell all their assets
and distribute the net proceeds to their creditors in accordance
with the Plan.  The Debtors said that any sale of the assets will
be free of any claims, liens or interests.

                        Treatment of Claims

Under the Plan, Administrative and Priority Tax Claims will be
paid in full.

Secured Claim of Comerica Bank will be paid in full in cash from
the proceeds of sale of the Debtors' assets.

Claims of Unsecured Creditors will receive a pro rata distribution
of their claims after Comerica's claims have been paid.

Holder of Equity Interest will not receive any distribution and
will be cancelled on the effective date of the Plan.

A full-text copy of Ajay Sports' Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=070501223336

Headquartered in Farmington, Mich., Ajay Sports Inc. operates the
franchise segment of its business through Pro Golf International,
a 97% owned subsidiary, which was formed during 1999 and owns 100%
of the outstanding stock of  Pro Golf of America, and 80% of the
stock of ProGolf.com, which sells golf equipment and other golf-
related and sporting goods products and services over the
Internet.  The company and its affiliates filed for chapter 11
protection on Dec. 27, 2006 (Bankr. E.D. Mich. Case Nos. 06-529289
through 06-529292).  Arnold S. Schafer, Esq., and Howard M. Borin,
Esq., at Schafer and Weiner, PLLC, represent the Debtor in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they estimated assets less
than $10,000 and debts between $1 million to $100 million.


ALLIANT TECHSYSTEMS: Fitch Places Issuer Default Rating at BB
-------------------------------------------------------------
Fitch has initiated these ratings for Alliant Techsystems, Inc.
(NYSE: ATK):

    -- Issuer Default Rating 'BB';
    -- Senior secured revolving credit facility 'BBB-';
    -- Senior secured term loan 'BBB-';
    -- Senior subordinated notes 'BB-';
    -- Convertible senior subordinated notes 'BB-';

Approximately $1.5 billion of outstanding debt is affected by
these actions.  The Rating Outlook is Stable.

The ratings are supported by ATK's growing and strong free cash
flow; high levels of spending for munitions and missile defense,
both of which are expected to continue; ATK's position in the NASA
budget; ATK's role as a sole source provider for over two-thirds
of its sales to the U.S. Government; and fully funded pension
plans.  Concerns focus on ATK's high leverage; cash deployment
that is shareholder focused; potential DoD budgetary pressures
going forward in the medium term; less revenue diversity than
other large and medium sized defense contractors; the amount of
revenue generated by operations in Iraq and Afghanistan; and the
potential for accidents at ATK plants given the hazardous nature
of some of ATK's products.

The Stable Outlook reflects the current strong defense spending
environment, U.S. Army training requirements that should result in
continued high usage of munitions, and the outlook for space
exploration.

The two notch increase from the IDR to 'BBB-' for ATK's senior
secured facility reflects substantial overcollateralization in a
distressed scenario, even if ATK utilizes the uncommitted
accordion feature which would allow ATK to incur a total of $1.0
billion in secured debt.  The one notch decrease from the IDR to
'BB-' for ATK's senior subordinated debt reflects its subordinated
nature to existing as well potential additional senior debt.

Since fiscal 2004, ATK's Free Cash Flow (FCF) has increased each
year when adjusted for discretionary pension contributions, and
Fitch expects this will also be the case for fiscal 2007, which
ended March 31, 2007.  These funds were used for acquisitions,
share repurchases and contributions to ATK's pension plans. FCF in
fiscal 2007 is expected to be approximately negative $40 million,
but includes $375 million in discretionary pension contributions,
which should have resulted in fully funded pension plans at fiscal
year-end.  The company expects to generate in excess of $260
million of FCF in fiscal 2008, which Fitch considers attainable
given ATK's strong backlog and success in converting earnings into
cash.

As of Dec. 31, 2006, ATK had $1.5 billion in debt with leverage,
defined as debt to operating EBITDA, of 3.6x and interest
coverage, defined as operating EBITDA to interest expense, of
4.1x. Debt increased by $341 million in the first three quarters
of fiscal 2007, as ATK repurchased $208 million in shares and made
$300 million in discretionary contributions to its pension plan.
These were funded via a $300 million debt issuance, free cash and
revolver utilization.  In March, ATK increased the size of its
senior secured credit facility, enhancing liquidity by upsizing
the revolver to $500 million from $300 million, and increased the
term loan to $275 million from $223 million outstanding as of Dec.
31, 2006.

ATK's cash deployment strategy is meant to maximize shareholder
value via share repurchases and strategic acquisitions with debt
repayments made to maintain flexibility.  ATK has a history of
increasing leverage and then delevering since at least fiscal
1995.  With leverage at the top of ATK's stated comfort level
range of 2.0 to 3.5x, Fitch does not anticipate that the company
will take any actions in the near term that would have a
significant negative impact on leverage.  In fiscal 2007, the
company also chose to fully fund its pension plans to reduce
unpredictability in earnings and cash requirements while taking
advantage of the positive credit environment.  ATK has not made
any acquisitions since September 2004 and has not made a sizable
acquisition (> $250 million) since 2001.  ATK is currently
interested in bolt-on acquisitions in the area of small space
launch systems (The recently announced planned acquisition of
Swales Aerospace for approximately $100 million fits into this
category) and to expand systems level work for advanced systems as
well as any opportunities in the area of composites.

Liquidity as of Dec. 31, 2006 (pro forma for the $200 million
increase in the revolving credit facility on March 29, 2007 and no
amortization during calendar year 2008 for the amended and
restated Term Loan) totaled approximately $316 million, consisting
of $19 million in cash, $297 million in revolving credit facility
availability and no current maturities.  Interest coverage was
4.1x in the latest 12 months (LTM) ending December 31, 2006
unchanged vs. fiscal 2006. Leverage was 3.6x in the LTM vs. 2.9x
in fiscal 2006 due to the increase in debt previously mentioned.

DoD spending is an important factor supporting ATK's ratings.  
Operations in Iraq and Afghanistan continue at a high tempo and a
surge in troops is occurring in Iraq, which should lead to
continued high demand for many of ATK's products.  More
importantly for ATK, the fiscal 2008 budget request includes an
increase in overall authorized U.S. Army and Marine troop levels
by ninety two thousand to almost three quarters of a million by
2009. This should lead to additional requirements for ATK products
for training, where most (90+%) munitions are expended.  In
addition, ATK is well positioned in precision weapons, a continued
growth area for the DoD.

ATK has a large role in two of the most significant programs of
the Missile Defense Agency.  The company provides all three
propulsion stages for the Kinetic Energy Interceptor and all three
rocket motor stages for the Ground-based Midcourse Defense system.  
MDA funding has fluctuated between $7.8 billion and $9.4 billion
since the U. S. Government's fiscal 2002, more than double the
amount of most previous years.  In the Future Years Defense Plan,
spending is targeted at about $9.5 billion per year through at
least fiscal 2013.  Given the potential threat environment, Fitch
does not anticipate that MDA will see sizable cuts for the
foreseeable future, unless the technologies prove unviable.

ATK provides the Reusable Solid Rocket Motors for the Space
Shuttle (which generates most of ATK's NASA related revenues).  It
is well positioned on successor platforms, having already won the
competition to provide the Solid Rocket Booster for the Ares 1
Crew Launch Vehicle and is teamed with Lockheed Martin and United
Technologies for the second stage in a competition expected to be
determined this fall.  ATK also will be providing the first stage
propulsion for the Cargo Launch Vehicle. Given ATK's position at
NASA, Fitch's concerns are tied to how dedicated current and
future Congresses, as well as future presidents, will be to human
spaceflight.  The fiscal 2007 funding resolution passed by the
House of Representatives reduces overall funding by
$545 million from the president's request, resulting in a funding
level the same as fiscal 2006, with $677 million of specific
reductions made to human spaceflight.  If signed into law, this
would most likely result in delays to the Orion Crew Exploration
Vehicle and the Ares I Crew Launch Vehicle.  Fitch considers it
likely, however, that any delays to these programs would result in
an extension in the life span of the Space Shuttle, largely
mitigating the impact to ATK. Given Congress' reluctance to fund
the fiscal 2007 request, expected continued overall budgetary
pressures going forward, and the uncertainty of the next
president's dedication to the space program, Fitch is not
currently optimistic about NASA's budget going forward.

Approximately 71% of fiscal 2006 revenues from the U.S. Government
(which accounts for 79% of ATK revenues) were sole source in
nature.  In fiscal 2006 ATK generated 63% of its revenues from
prime contractor roles, which tend to be more profitable than
subcontractor roles.  Also, in key segments such as munitions and
solid propellant rocket motors, ATK is the dominant player, which
along with its technical expertise and long-term contracts (60%
multi-year), creates substantial barriers to entry.

ATK does not provide details as to the amount of total revenues it
is deriving from the conflicts in Iraq and Afghanistan, but has
indicated that it is a relatively small amount, as most munitions
are used in training.  It should be noted, however, that small and
medium caliber munitions sales growth has remained strong in the
past 2 3/4 years, which could reflect higher usage in Iraq and
Afghanistan, replenishment of stock piles and/or increased
training.  Fitch considers the first two possibilities to be
temporary in nature as a pull out will eventually occur and
stockpiles will be replenished in due course.

Many of ATK's products involve the manufacture of a variety of
explosive and flammable materials.  Occasional incidents have
temporarily disrupted some manufacturing processes, caused
production delays and resulted in liability for workplace injuries
and fatalities. ATK has a variety of insurance policies including
those covering interrupted business.  Although not expected,
potential similar incidents could have a material adverse effect
on ATK's results.

ATK's largest contract, small munitions, accounted for 14% of
fiscal 2006 sales, while the Reusable Solid Rocket Motors
accounted for 13%.  ATK's top five programs accounted for
approximately 39% of revenues during the fiscal year.  Given that
Fitch believes that there are a number of closely related programs
reported separately, e.g. munitions, concentration may be
understated. Diversity of primary customers for an aerospace and
defense contractor is good, however, with the U.S. Army the
largest at 29%, and all others below 20% and the commercial sector
generating about 14%.


ALLIED HOLDINGS: Hawk Fund Sues Yucaipa & IBT For 'Secret' Plan
---------------------------------------------------------------
On behalf of themselves and all other similarly situated holders
of Allied Holdings, Inc.'s common stock, Hawk Opportunity Fund,
L.P., and IRA FBO Mark F. Zimmer, commenced a class action with
the U.S. District Court for the Northern District of Georgia
against Yucaipa American Alliance Fund I, L.P., Yucaipa American
Alliance (Parallel) Fund, L.P., the International Brotherhood of
Teamsters, and the Teamsters National Automobile Transporters
Industry Negotiating Committee.

Hawk Opportunity owns 302,000 shares, approximately 3.4%, of the
Allied-issued and outstanding common stock.

IRA FBO Zimmer, an individual retirement account beneficially
owned by Mark F. Zimmer, holds 35,000 shares of Allied's common
stock.

According to the Class Action Complaint, Hawk Opportunity, et
al., allege that the Yucaipa and the IBT entities violated state
and federal racketeering laws by negotiating a reorganization
plan without the Debtors' knowledge.

On Feb. 8, 2007, the Yucaipa and IBT entities presented their
proposed Plan of Reorganization, pursuant to a "secret term
sheet," to the Debtors.

Yucaipa "invited" the Debtors to become co-proponents of the Plan
as outlined in the secret term sheet, and said that if it did not
support the plan, Yucaipa and the TNATINC would withdraw their
support for any further extension of exclusivity and would file
the Plan on their own, Foy R. Devine, Esq., at Doffermyre,
Shields, Canfield, Knowles and Devine, LLC, in Atlanta, Georgia,
states.

The Debtors was left with little practical choice but to support
the Plan proposed by Yucaipa and TNATINC, Mr. Devine contends.

Mr. Devine relates that common questions of law and fact exist to
all members of the Class.  Among the common questions are:

   (a) whether the Yucaipa and IBT entities violated federal and
       state law by virtue of their wrongful conduct;

   (b) whether Yucaipa and IBT constitute and "enterprise" within
       the meaning of:

         * the Racketeer Influenced and Corrupt Organization Act,
           18 U.S.C., Sections 1961 to 1968; and

         * Georgia RICO Act, O.C.G.A. Section 16-14-1, et seq.;

   (c) whether Yucaipa and IBT participated in and pursued the
       common course of conduct alleged;

   (d) whether Yucaipa and IBT engaged in "racketeering activity"
       as defined by RICO Section 1961 and Georgia RICO;

   (e) whether Yucaipa and IBT violated the statutory or common
       laws of the State of Georgia; and

   (f) whether Hawk Opportunity, et al., have sustained damages
       as a proximate result of Yucaipa and IBT's conduct.

Mr. Devine contends that Yucaipa and IBT have engaged in at least
four separate but closely inter-related schemes:

     * "corruptly seeking to influence the outcome of the vote of
       the IBT members in connection with the November 2006
       election for General President";

     * "wrongfully seeking to enable Yucaipa to acquire ownership
       and control of the Debtors by misappropriating for their
       own benefit the value of the equity interests held by
       [Hawk Opportunity, et. al.];

     * "corruptly seeking to influence the outcome of the vote of
       the Debtors' employees who are members of IBT's Carhaul
       Division on the proposed modifications of the collective
       bargaining agreement set forth in [a "secret term sheet"
       for the Joint Plan of Reorganization]; and

     * "wrongfully obtaining and consolidating ownership and
       control of a dominant share of the vehicle transportation
       business in North America, and thereby achieving and
       enabling Yucaipa or its affiliates to exercise market and
       pricing power in both the United States and the North
       American markets."

Mr. Devine adds that Yucaipa and IBT devised a series of separate
but closely interrelated schemes to defraud, including:

    -- a scheme to defraud IBT members in connection with the
       November 2006 IBT elections by deliberately creating the
       false impression that it had not been necessary for the
       TNATINC to negotiate wage and other concessions in favor
       of the Debtors;

    -- a scheme to defraud IBT members into believing that if
       they did not vote to support the modifications to the
       collective bargaining agreement reflected in the secret
       term sheet and the proposed Plan, the Debtors would
       liquidate and the members would lose their job;

    -- a scheme to defraud the Debtors and stockholders into
       believing that Yucaipa intended to act in the best
       interests of Allied and its other creditors and
       stockholders, and in the interest of maximizing the
       Debtors' value for creditors and stockholders; and

    -- a scheme to defraud the Debtors into believing that the
       would be insolvent and will face liquidation if they do
       not file and support the proposed Plan.

Hawk Opportunity, et al., seek claims for:

   (a) for violation of the RICO statute, judgment for
       compensatory damages for more than $50,000,000, to be
       trebled pursuant to 18 U.S.C. Section 1964(c), together
       with costs of lawsuit including reasonable attorneys'
       fees;

   (b) for conspiracy in violation of the RICO statute, judgment
       for compensatory damages for more than $50,000,000, to be
       trebled pursuant to 18 U.S.C. Section 1964(c), together
       with costs of lawsuit including reasonable attorneys'
       fees;

   (c) for violation of the Georgia RICO statute, judgment for
       three times the actual damages sustained for more than
       $50,000,000 before trebling, together with punitive
       damages in an amount to be determined;

   (d) for conspiracy in violation of the Georgia RICO statute,
       judgment for three times the actual damages sustained for
       more than $50,000,000 before trebling, together with
       punitive damages in an amount to be determined; and

   (e) on the common law claim for tortuous interference,
       compensatory damages in an amount to be determined
       together with punitive damages.

Hawk Opportunity, et al., also want the District Court to
determine that the Yucaipa and the IBT entities have:

     * wrongfully interfered with the ongoing business and
       fiduciary relationships between the Debtors and their
       shareholders; and

     * have engaged in a pattern of racketeering activity.

Hawk Opportunity Fund was a member of the Ad Hoc Committee of
Equity Security Holders, which group had vigorously rejected the
Plan co-sponsored by Yucaipa and the IBT.  Majority of members of
the Ad Hoc Committee, led by Sopris Capital Advisors, LLC, have
reached a settlement with the Debtors.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 47; 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 confirmation of the
Co-Sponsored Plan on May 9, 2007.


ALLIED HOLDINGS: Court Approves Settlement With Equity Holders
--------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia approved the compromise and
settlement of disputes between Allied Holdings Inc. and its
debtor-affiliates, Yucaipa Transport, LLC, Yucaipa American
Alliance Fund I, LP and Yucaipa American Alliance (Parallel) Fund
I, LP, the Official Committee of Unsecured Creditors in the
Debtors' bankruptcy cases, and:

     * the equity holders Sopris Capital Advisors, LLC,  Aspen
       Advisors LLC and Armory Advisors LLC; and

     * the equity holders professionals Andrews & Kurth LLP,
       Sonnenschein Nath & Rosenthal LLP, Kilpatrick Stockton,
       LLP and Jefferies & Company, Inc.

The Equity Holders comprise a majority of the membership of the
Ad Hoc Committee of Equity Security Holders.

The Ad Hoc Committee and Sopris Equity Holders have vigorously
contested various matters, filed in the Debtors' Chapter 11
cases.  The Ad Hoc Equity Committee has:

    -- served deposition subpoenas and document requests in
       connection with their opposition to the Debtors' Joint
       Plan of Reorganization; and

    -- appealed the Court order extending the Debtors'
       Exclusivity Period.

The Ad Hoc Committee has indicated that, absent settlement, it
plans to appeal the Court's order approving the Debtors' exit
financing with Goldman Sachs Credit Partners L.P.

In addition, the Sopris Equity Holders have appealed the
Court's order approving the Debtors' financing with Yucaipa
Transportation, LLC, in connection with their purchase of used
rigs.

Accordingly, Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in
Atlanta, Georgia, relates that the parties entered into the
Settlement Agreement:

   (a) to reduce substantially the legal cost that the estate
       would incur in litigating the various litigation involving
       the Equity Holders;

   (b) to reduce substantially the drain on time and talent of
       Debtors' management, and the consequent delirious effect
       on the management of the Debtors' businesses;

   (c) to reduce the possibility that the Equity Holder
       Litigation could cause a delay in the Debtors' emergence
       from bankruptcy;

   (d) to eliminate the financial markets' possible perception
       that the Litigation increases the risk of doing business
       with the Debtors.

Pursuant to the Settlement Agreement, the proposed treatment of
claims in Class 4D of the Plan will be amended to provide that at
least $40,000,000 in face amount of claims may be tendered into
that class in return for cash payouts of at least $0.25 on the
claim dollar.

If the tendered claims exceed $40,000,000 in face amount, the
treatment for tendered claims in that class will be a cash payout
equal to a pro rata share of the total cash consideration
allotted for payout of those claims.

The Yucaipa Entities will share their participation in Class 4D
of the Plan with the Equity Holders.  The Equity Holders will
have the right to purchase from Yucaipa up to 20% of the Class 4D
Claims that participate in the "Cash Out" option provided through
Class 4D of the Plan.

On the Effective Date of the Plan, the Equity Holders will pay
their pro rata share of the cash necessary to fund the Cash Out
option to Reorganized Allied.

As soon as practicable following the Effective Date, the Equity
Holders will receive that same pro rata share of either the
claims that were tendered into Class 4D or the equity of the
reorganized Debtors into which the claims are converted under the
Plan.

The Settlement Agreement further provides that on the Plan's
Effective Date, the reorganized Allied Holdings will fund a
payment of up to $525,000 to pay actual documented fees and
expenses of the Equity Holder Professionals.  The Fee Payment
will not exceed $525,000 and will be paid solely by reorganized
Allied Holdings.

The Fee Payment will not impact distributions to creditors of the
bankruptcy estates, Jeffrey W. Kelley, Esq., at Troutman Sanders
LLP, in Atlanta, Georgia, tells the Court.

The Settlement Agreement also provides that after its execution,
the Equity Holders will:

     * dismiss and withdraw the Equity Holder Litigation
       including any complaints, requests for shareholder
       meetings, motions, appeals, discovery, oppositions or
       objections that have been filed or served by or on behalf
       of the parties to the settlement in or related to the
       bankruptcy cases;

     * file a notice with the Court stating that:

         --  the Equity Holders have resigned from the Ad Hoc
             Equity Committee;

         -- the Ad Hoc Equity Committee has been dissolved;

         -- the Equity Holder Professionals no longer represent
            the Ad Hoc Equity Committee or any of its members in
            connection with the Debtors or the bankruptcy cases;
            and

     * not appear in or take any action in the Debtors' Chapter
       11 cases other than in connection with the approval of the
       Settlement Agreement or in response to a motion
       specifically directed to or against them.

Each of the Equity Holders and the Professionals agree to take no
action to impede or preclude the entry of the order confirming
the Plan, the administration of the bankruptcy cases or oppose
the implementation and administration of the Plan.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 47; 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 confirmation of the
Co-Sponsored Plan on May 9, 2007.


ALPINE SECURITIZATION: DBRS Rates $82.1 Million Facilities at BB
----------------------------------------------------------------
Dominion Bond Rating Service has confirmed the rating of
R-1 (high) of the Commercial Paper (CP) issued by Alpine
Securitization Corp., an asset-backed commercial paper vehicle
administered by Credit Suisse, New York Branch.  In addition, DBRS
has confirmed the ratings and revised the tranche sizes of the
aggregate liquidity facilities provided to Alpine by Credit
Suisse.  Initial ratings were assigned on March 30, 2007.  The
ratings confirmed on April 30, 2007, are:

Commercial Paper rated R-1 (high)

The $10,111,969,553 Aggregate Liquidity Facilities are:

   * $9,405,177,254 rated AAA
   * $286,241,699 rated AA
   * $65,369,106 rated A
   * $250,221,272 rated BBB
   * $82,122,642 rated BB
   * $21,873,902 rated B
   * $963,678 unrated

Ratings are based on Feb. 28, 2007, data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio based on an analysis that:

   1. disregards credit support, if any, that may be provided by
      Liquidity; and

   2. takes into account credit support provided by the
      $1.1 billion program-wide credit enhancement in the
      form of a Cash Collateral Account.

The rating is also based on the R-1 (high) rating of Credit
Suisse, the provider of the Liquidity.

The ratings assigned to Liquidity reflect the credit quality of
Alpine's asset portfolio based on an analysis that:

   1. again disregards credit support, if any, that may be
      provided by Liquidity; and

   2. in contrast to the CP rating, does not take into account
      PWCE.

The tranching of Liquidity reflects the credit risk of the
portfolio at each rating level.  The tranche sizes are expected
to vary each month based on changes in portfolio composition.

Both CP and Liquidity are rated in accordance with a simulation
methodology developed by DBRS to analyze diverse ABCP conduit
portfolios.  This analysis uses the DBRS CDO Toolbox simulation
model, with adjustments to reflect the unique structure of an ABCP
conduit and its underlying assets.  Using this methodology, DBRS
determines attachments points based on the credit quality of the
assets.  DBRS models the portfolio based on key inputs such as
asset credit quality, asset tenors, correlations and recovery
rates.

Alpine is the first conduit rated with this methodology.  DBRS
expects that investors will benefit from the added transparency
offered by this analysis.


AMAZON.COM INC: Earns $111 Million in Quarter Ended March 31
------------------------------------------------------------
Amazon.com Inc. reported net income of $111 million for the first
quarter ended March 31, 2007, compared with net income of
$51 million for the first quarter of fiscal 2006.

Net sales increased 32% to $3.02 billion in the first quarter,
compared with net sales of $2.28 billion in the first quarter of
fiscal 2006.  Excluding the $84 million favorable impact from
year-over-year changes in foreign exchange rates throughout the
quarter, net sales grew 29% compared with the first quarter of
fiscal 2006.

Operating income increased 38% to $145 million in the first
quarter of fiscal 2007, compared with operating income of
$106 million in the first quarter of fiscal 2006.

Operating cash flow was $726 million for the trailing twelve
months, compared with $724 million for the trailing twelve months
ended March 31, 2006.  Free cash flow was $521 million for the
trailing twelve months, an increase of 4% compared with free cash
flow of $501 million for the trailing twelve months ended March
31, 2006.

"We're pleased with our overall strong growth and especially with
the number of people joining Amazon Prime," said Jeff Bezos,
founder and chief executive officer of Amazon.com.  "Prime
continues to grow as a percentage of overall units shipped, and
we're very grateful to our Amazon Prime members."

At March 31, 2007, the company's balance sheet showed
$3.66 billion in total assets, $3.31 billion in total liabilities,
and $353 million in total stockholders' equity.

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?1e2d

                         About Amazon.com

Amazon.com Inc. (Nasdaq: AMZN) -- http://amazon.com/-- is an  
American electronic commerce company based in Seattle, Washington.  
It was one of the first major companies to sell goods over the
Internet.  Founded by Jeff Bezos in 1994, and launched in 1995,
Amazon.com began as an online bookstore, though it soon
diversified its product lines, adding DVDs, music CDs, computer
software, video games, electronics, apparel, furniture, food, toys
and more.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's Investors Service upgraded the long term debt ratings of
Amazon.com, affirmed the speculative grade liquidity rating at
SGL-2, and assigned a stable rating outlook.

The upgraded ratings include corporate family rating lifted to Ba2
from Ba3 and Probability of default rating lifted to Ba2 from Ba3.


AMERICAN REAL: Units Sell Stake in SandRidge Energy for $243 Mil.
-----------------------------------------------------------------
American Real Estate Partners L.P.' subsidiaries have signed
agreements to sell their entire position in the common stock of
SandRidge Energy Inc. to a consortium of investors in a series of
private transactions.  At $18 per share purchase price, the total
cash consideration will be approximately $243 million.

The transaction completes AREP's sale of its oil & gas interests,
for which AREP received consideration of approximately
$1.5 billion, realizing a profit of approximately $600 million on
an investment made predominantly two years ago.

AREP determined to sell its SandRidge position for cash rather
than maintain a minority position in the company.  Together with
existing cash and liquid investments, AREP will have approximately
$2.8 billion available after this transaction for ongoing
investments and acquisitions.

"AREP's large cash war chest will enable the company to adhere to
its philosophy and core competencies, to purchase companies that
are in disfavor and manage them in ways to maximize their
potential," Carl C. Icahn, chairman of the board of AREP, stated.
The company believes the future will continue to present excellent
opportunities for AREP."

                    About SandRidge Energy Inc.

Headquartered in Oklahoma City, SandRidge Energy Inc. (formerly
Riata Energy Inc.) -- http://www.sandridgeenergy.com/-- is an oil  
and natural gas company with its principal focus on exploration
and production.  SandRidge also owns and operates drilling rigs
and a related oil field services business operating under the
Lariat Services Inc. brand name; gas gathering, marketing and
processing facilities; and, through its subsidiary PetroSource
Energy Company, CO2 treating and transportation facilities and
tertiary oil recovery operations, SandRidge has focused its
exploration and production activities in West Texas where it has
assembled a large, focused acreage position.  The company has over
1,350 employees with locations in Oklahoma, Texas, Colorado and
Louisiana.

              About American Real Estate Partners LP

Headquartered in New York City, American Real Estate Partners LP
(NYSE:ACP) -- http://www.arep.com/-- a master limited   
partnership, is a diversified holding company engaged in a variety
of businesses.  The company's businesses currently include gaming,
oil and gas exploration and production, real estate and home
fashion.  The company is in the process of divesting its Oil and
Gas operating unit and their Atlantic City gaming property.

The company owns a 99% limited partnership interest in American
Real Estate Holdings LP.  Substantially all of the company's
assets and liabilities are owned by AREH and substantially all of
the company's operations are conducted through AREH and its
subsidiaries.  American Property Investors, Inc., or API, owns a
1% general partnership interest in both the company and AREH,
representing an aggregate 1.99% general partnership interest in
the company and AREH.  API is owned and controlled by Mr. Carl C.
Icahn.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Rating Services affirmed its 'BB+' long-term
counterparty credit rating on American Real Estate Partners LP
The outlook is stable.


ANTHONY SIRNA: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Anthony J. Sirna
        dba Ranger Motel
        aka Tony Sirna
        fptr Ranger Motel Partnership
        11220 East Colfax Avenue, Apartment 12
        Aurora, CO 80110-5027

Bankruptcy Case No.: 07-14032

Type of Business: The Debtor owns the Ranger Motel in Colorado.  
                  See http://www.rangermotel.com/

Chapter 11 Petition Date: April 24, 2007

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Bonnie Bell Bond, Esq.
                  5613 D.T.C. Parkway, Suite 1200
                  Greenwood Village, CO 80111
                  Tel: (303) 770-0926

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Zwicker & Associates, P.C.                              $48,920
800 Federal Street
Andover, MA 01810-0141

Federated Financial Corp. of                            $12,612
America

U.S. Bank                                               $10,897
Cardmember Service
P.O. Box 6352
Fargo, ND 58125-6352

Law Offices of                                           $9,693
Mitchell N. Kay, P.C.

West Asset Management, Inc.                              $7,983

Medical Center of Aurora                                 $7,983

Northland Group, Inc.                                    $7,801

Arrow Financial Services                                 $7,588

City of Aurora                                           $6,112

Arstrat                                                  $4,846

United Resource System                                   $4,833

Capital One Bank                                         $4,710

Arrow Financial Services                                 $4,507

Sam's Club                                               $4,275

Elite Recovery Services                                  $4,180

Public Service Credit Union                              $3,155

Beneficial/Household Finance                             $3,000

XCel Energy                                              $2,583
Public Service Company
of Colorado

Home Depot Credit Services                               $2,230


AUTONATION INC: Fitch Withdraws BB+ Ratings
-------------------------------------------
Fitch Ratings has affirmed its ratings on AutoNation, Inc., and
simultaneously withdrawn them, as:

    -- Issuer Default Rating 'BB+';
    -- Bank Facility 'BB+';
    -- Term Loan 'BB+';
    -- Senior Unsecured Notes 'BB+'.

The Outlook is Negative.

Fitch will no longer provide ratings or analytical coverage on the
company.


BAUSCH & LOMB: Earns $14.9 Million in Year Ended Dec. 31, 2006
--------------------------------------------------------------
Bausch & Lomb Incorporated reported net income of $14.9 million on
net sales of $2.29 billion for the year ended Dec. 31, 2006,
compared with net income of $19.2 million on net sales of
$2.35 billion for the year ended Dec. 31, 2005.  

Results for 2006 include charges, primarily in Europe, associated
with the MoistureLoc recall for product manufactured and sold in
2006.  These charges reduced full-year 2006 earnings before income
taxes by $26.7 million and net income by $19.6 million, of which
approximately $19.1 million is associated with sales returns and
other reductions to reported net sales.

The company reported operating income of $114 million in 2006,
compared to operating income of $283.5 million in 2005.  The main
reason for the decline in operating income was a $112.7 million
decrease in regional segment income, and the increase in operating
costs from the research and development segment and the global
operations and engineering segment.

Research & Development segment operating costs increased 11
percent in 2006, reflecting higher spending in support of projects
in late-stage development.  Global Operations & Engineering
segment operating costs increased 21 percent, primarily reflecting
unfavorable manufacturing variances resulting from lower than
planned production of vision care products as a result of the
MoistureLoc recall, costs associated with the implementation of
new automated manufacturing platforms for one-day contact lenses
and changes in foreign currency exchange rates.

Interest and investment income was $31 million in 2006, compared
to $20 million in 2005.  The increase in 2006 compared to 2005 was
principally attributable to higher average interest rates, and
higher average investment balances due to incremental borrowing to
fund the repatriation of offshore profits late in 2005 under the
American Jobs Creation Act of 2004 (AJCA).

Interest expense was $72 million in 2006, compared to $53 million
in 2005.  Although total short- and long-term borrowings decreased
$160 million during 2006, average borrowings were higher in 2006
than 2005, because the company borrowed offshore to fund its  
repatriation program under the AJCA.  Additionally, as a result of
the company's not filing its financial reports in 2006 on time,
the company obtained waivers on its bank and public debt,
resulting in the company paying fees in the form of incremental
interest to the debt holders.

At Dec. 31, 2006, the company's balance sheet showed $3.27 billion
in total assets, $1.86 billion in total liabilities, $17.2 million
in minority interest, and $1.39 billion in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1e21

                        MoistureLoc Recall

On May 15, 2006, the company announced a voluntary recall of its
MoistureLoc lens care solution.  The decision was made following
months of investigation into an increase in fungal infections
among contact lens wearers in the United States and certain Asian
markets.  The company's decision to recall the product represented
a subsequent event occurring prior to filing its 2005 Annual
Report on Form 10-K, but related to product manufactured and sold
in 2005.  In accordance with GAAP, the company recorded certain
items associated with the recall in its 2005 financial results.

                Liquidity and Financial Resources

Cash and cash equivalents decreased from $721 million at the end
of 2005 to $500 million at the end of 2006, while total
outstanding debt decreased from $992 million at Dec. 31, 2005, to
$833 million at Dec. 31, 2006.

The company generated cash of $125 million from operating
activities in 2006, compared to $239 million in 2005.  Higher cash
payments for expenditures associated with the MoistureLoc recall,
and higher interest and tax payments were the primary drivers of
the decrease in operating cash flow.

In 2006, the company used $157 million for investing activities,
primarily capital spending and acquisitions, compared to cash used
used for investing activities of $353 million in 2005.

The company used $198 million in 2006 for financing activities.
This primarily reflected debt repayment of $162 million, mainly
associated with debt repurchased as a result of a tender offer the
company completed in June.  On a net basis, the company generated
$342 million in 2005 through financing activities.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and  
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico.

                          *     *     *

On Feb. 2, 2007, Moody's Investors Service downgraded Bausch &
Lomb Inc.'s senior unsecured debt to Ba1 and continues to review
all ratings for possible downgrade.  Moody's also assigned the
company a Ba1 Corporate Family Rating.


BNC MORTGAGE: DBRS Puts Low-B Ratings on Two Series 2007-2 Certs.
-----------------------------------------------------------------
Dominion Bond Rating Service has assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2007-2 issued by BNC
Mortgage Loan Trust 2007-2.

   * $421.4 million Class A1 rated at AAA
   * $249.7 million Class A2 rated at AAA
   * $100.9 million Class A3 rated at AAA
   * $30.8 million Class A4 rated at AAA
   * $46.8 million Class A5 rated at AAA
   * $50.8 million Class M1 rated at AA (high)
   * $50.8 million Class M2 rated at AA
   * $17.9 million Class M3 rated at AA (low)
   * $21.8 million Class M4 rated at A (high)
   * $17.9 million Class M5 rated at "A"
   * $12.3 million Class M6 rated at A (low)
   * $11.7 million Class M7 rated at BBB (high)
   * $9.5 million Class M8 rated at BBB (high)
   * $13.4 million Class M9 rated at BBB
   * $17.3 million Class B1 rated at BB (high)
   * $15.1 million Class B2 rated at BB

The AAA ratings on the Class A certificates reflect 23.85% of
credit enhancement provided by the subordinate classes, initial
and target overcollateralization and monthly excess spread.  
The AA (high) rating on Class M1 reflects 19.30% of credit
enhancement.  The AA rating on Class M2 reflects 14.75% of credit
enhancement.  The AA (low) rating on Class M3 reflects 13.15% of
credit enhancement.  The A (high) rating on Class M4 reflects
11.20% of credit enhancement.  The "A" rating on Class M5 reflects
9.60% of credit enhancement.  The A (low) rating on Class M6
reflects 8.50% of credit enhancement.  The BBB (high) rating on
Class M7 reflects 7.45% of credit enhancement.  The BBB (high)
rating on Class M8 reflects 6.60% of credit enhancement.  The BBB
rating on Class M9 reflects 5.40% of credit enhancement.  The BB
(high) rating on Class B1 reflects 3.85% of credit enhancement.  
The BB rating on Class B2 reflects 2.50% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of JPMorgan Chase Bank,
National Association as Servicer and Aurora Loan Services LLC as
Master Servicer, as well as the integrity of the legal structure
of the transaction.  U.S. Bank National Association will act as
Trustee. The trust will enter into an interest rate swap agreement
with Natixis Financial Products Inc.  The trust will pay to the
Swap Provider a fixed payment ranging from 4.72% to 5.43% per
annum and receive a floating payment at LIBOR from the Swap
Provider.  The trust will also enter into an interest rate cap
agreement Natixis Financial Products Inc., with a strike rate of
6.50%.

Interest will be paid to the Class A certificates, followed by
interest to the subordinate classes.  Unless paid down to zero,
principal collected will be paid exclusively to the Class A
certificates until the step-down date.  After the step-down date,
and provided that certain performance tests have been met,
principal payments may be distributed to the subordinate
certificates.  Additionally, provided that certain performance
tests have been met, the level of overcollateralization may be
allowed to step down to 5% of the then-current balance of the
mortgage loans.

The Underlying Trust consists of first-lien residential mortgage
loans that were originated by BNC Mortgage, Inc.  As of the cut-
off date, the aggregate principal balance of the mortgage loans is
$1,115,623,388.  The weighted-average mortgage coupon is 7.899%,
the weighted-average FICO is 622, and the weighted-average
original combined loan-to-value ratio is 80.86%, without taking
into consideration the combined loan-to-value on the piggybacked
loans.


BOISE CASCADE: Moody's Rates Proposed $725 Million Loans at Ba2
---------------------------------------------------------------
Moody's assigned Ba2 ratings to Boise Cascade, LLC's proposed
$525 million senior secured tranche E term loan and its proposed
$200 million senior secured delayed-draw term loan.

The proceeds of the tranche E term facility will be used to
refinance the $539 million tranche D term loan under the existing
credit agreement.  The proceeds of the delayed draw term loan
facility will be used to reduce the balance of the existing senior
unsecured notes that become callable at par in October 2007.  The
transaction also decreases the company's revolving credit facility
from $475 million to $450 million.  The refinancing enables Boise
to remove financial maintenance covenants from the term loan only
and will provide certain additional flexibility to make restricted
payments and permitted acquisitions.  All other ratings were
affirmed by Moody's.

Moody's believes housing-start figures in North America will
continue to suffer in 2007. Estimates for 2007 housing starts are
in the range of 1.5 to 1.7 million, therefore the housing slump
will continue to pressure Boise's ratings.  At the same time,
Moody's expects supply management activities to offset consumption
declines in the uncoated free sheet market.  This will result in
more stable commodity pricing, alleviating a significant amount of
the pressure and stabilizing operating performance.  As a result,
Moody's expects the company's EBITDA margins to remain in the
single mid-digits.  Furthermore, Moody's believes Boise will still
be well protected from a liquidity perspective as the consumption
of liquidity intensifies until housing starts rebound.

Moody's characterizes Boise as a company that generates debt
protection measures consistent with its Ba3 rating, has a solid
liquidity profile, and enjoys a strong market position. The
ratings also reflect the benefit provided by the purchase
agreement between Boise and OfficeMax for various grades of paper.  
However, the ratings are tempered by the commodity focus and
associated pricing volatility of Boise's core paper and forest
products, low EBITDA margins, the current downcycle in housing
starts, significant competitive pressures, private equity
ownership (the potential for capital outlays and/or
distributions), and elevated input costs.

Boise Cascade, LLC, headquartered in Boise, Idaho, is a
$5.8 billion private company that distributes building materials
and manufactures paper and wood products.  The company operates a
national wholesale distributor business with 30 distribution
facilities and produces uncoated free sheet paper, packaging and
newsprint, and engineered wood products.  The majority of Boise is
owned and controlled by Madison Dearborn Partners, LLC with
minority positions owned by OfficeMax and management.


BREK ENERGY: Mendoza Berger Expresses Going Concern Doubt
---------------------------------------------------------
Mendoza Berger & Company LLP raised substantial doubt about the
ability of Brek Energy Corporation to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  Mendoza Berger pointed to the company's recurring
operating losses and accumulated deficit.

The company generated revenues of $440,537 and $764,802 for the
years Dec. 31, 2006, and 2005, respectively.  It incurred net
losses of $5,486,113 and $257,205 for the years 2006 and 2005,
respectively.

As of Dec. 31, 2006, the company listed total assets of $2,922,982
and total liabilities of $496,916, resulting in a total
stockholders' equity of $2,386,112.  Accumulated deficit as of
Dec. 31, 2006, stood at $67,079,026.

As of Dec. 31, 2006, the company had a cash balance of $1,415,996
and a negative cash flow from operations of $1,184,221 for the
year then ended.  During the year ended Dec. 31, 2006, the company
funded its operations through revenue from its oil and gas
properties of $440,537, the exercise of 250,000 warrants, at full
warrant exercise price, from which the company received cash of
$75,000 and the private placement of 800,000 units for which the
company received cash of $400,000.  Each unit consists of one
common share and one common share purchase warrant.  In October
2006, the company raised $2,085,255 in cash upon the exercise of
16,554,236 warrants under an offer made on Sept. 28, 2006, which
allowed warrant holders to exercise their warrants at 33.33% of
the exercise price.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e2b

                        About Brek Energy

Headquartered in Newport Beach, California, Brek Energy
Corporation, (Other OTC: BREK.PK) -- http://www.brekenergy.com/--  
through its subsidiaries, acquires, operates, and develops
unconventional hydrocarbon prospects primarily in the Rocky
Mountain region of the U.S.  It principally acquires leasehold
interests in petroleum and natural gas rights, either directly or
indirectly.


BRIAN TERREBONNE: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brian J. Terrebonne
        30111 Merchant Court
        Great Falls, VA 22066

Bankruptcy Case No.: 07-11085

Type of Business: The Debtor filed for Chapter 11 protection on
                  February 15, 2007 (Bankr. E.D. Va. Case No.
                  07-10340).

Chapter 11 Petition Date: May 1, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Januario G. Azarcon, Esq.
                  Sawyer & Azarcon, P.C.
                  10605 B-2 Judicial Drive
                  Fairfax, VA 22030
                  Tel: (703) 893-0760
                  Fax: (703) 273 9886

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sherry Rose                      Personal Loans          $235,000
30111 Merchant Court
Great Falls, VA 22066

Marissa Terrebonne               Personal Loans           $78,000
P.O. Box 152
Sterling, VA 20165

Ali Abutaa                       Investment Debt          $65,000
44358 Apache Circle
Ashburn, VA 20147

Bernard Terrebonne               Personal Loans           $54,000

Copy Doctors                     Copy Machine             $18,000

Town of Leesburg                 water-sewer tap fee      $16,000

Commission Express               Commission Advance       $14,000

American Decorating Center       unpaid service fees       $2,000

Citibank USA                     Charge Account            $8,779

Loudoun County Treasurer         Real Estate Taxes         $8,000

Patton Harris                    unpaid service fees       $4,000

Suburban Propane                 unpaid service fees       $3,500

BB&T                             Line of Credit              $776

                                 Unpaid service fees       $2,500

Dell Financial Services          Credit Account            $3,000

Home Depot Credit Services       Credit Card Purchases     $2,300

James River Institute            Student Loans             $2,000

Dominion Power                   unpaid service fees       $1,400

HSBC Card Services               Credit Card Purchases     $1,200

Verizon                          unpaid service fees         $627


CHALLENGER POWERBOATS: Jaspers + Hall Raises Going Concern Doubt
----------------------------------------------------------------
Jaspers + Hall, PC raised substantial doubt about Challenger
Powerboats Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and its difficulties in generating
sufficient cash flow to meet its obligation and sustain its
operations.

For the year ended Dec. 31, 2006, the company generated total
revenue of $238,171 and incurred a net loss of $9,133,144.  For
the year ended Dec. 31, 2005, it generated total revenue of
$1,783,626 and incurred a net loss of $2,416,967.

As of Dec. 31, 2006, the company listed total assets of $4,653,478
and total liabilities of $17,968,467, resulting in a total
shareholders' deficit of $13,314,989.

The company's December 31 balance sheet also showed total current
assets of $1,991,808 available to pay total current liabilities of
$5,980,531.

Accumulated deficit in 2006 was $29,207,181, up from an
accumulated deficit in 2005 of $20,074,038.  Cash held as of
Dec. 31, 2006, was $174,706, down from $331,386 as of Dec. 31,
2005.

During 2006, the company issued promissory notes to related
parties in the amount of $361,654.  As of Dec. 31, 2006, a total
of $2,583,454 promissory notes were owed to related parties.  At
Dec. 31, 2006, $526,774 had been repaid on related party
promissory notes.  The company issued no private promissory notes
in 2006 and carry a balance of $168,000 on notes placed in 2005
and 2004.  It repaid $110,000 of the 2005 notes in 2006.

During 2006, the company entered into a receivable factoring
agreement with a related party for $695,000.  As of Dec. 31, 2006,
the company had debt of $17,968,467, including convertible
debentures, which total $9,310,293.  The company accrue monthly
interest expense on the debt under its convertible debentures,
which are due in 2009, 2010 and 2011.  The company debt could
limit its ability to obtain additional financing for working
capital, capital expenditures, debt service requirements, or other
purposes in the future, as needed.  The company continues to
require additional funding at this time.  

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e36

                   About Challenger Powerboats

Based in Washington, Missouri, Challenger Powerboats, Inc., (OTC
Bulletin Board: CPWB) -- http://www.challengerpowerboats.com/--  
designs and manufactures "go fast" offshore high performance boats
and family sport cruisers that target the recreational power boat
market.  The company holds the exclusive rights to the Duo Delta-
Conic "DDC" hull for boats up to 40 feet in length.  The DDC hull
is a patented revolutionary design by world-renowned marine
designer Harry Schoell.


CENTRAL PARKING: Moody's Puts (P)Ba2 Rating on $355MM Facility
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to KCPC
Acquisition, Inc. in connection with the pending leveraged buyout
of Central Parking Corporation.

Moody's assigned a provisional (P)B2 Corporate Family Rating, a
(P)Ba2 rating to the proposed $355 million first lien credit
facility and a P(B2) rating to the proposed $50 million second
lien term loan facility.

The $355 million first lien credit facility consists of:

    (i) a $225 million term loan facility;
   (ii) a $75 million revolving credit facility and;
  (iii) a $55 million synthetic letter of credit facility.

The provisional ratings will be converted to definitive ratings
upon the closing of the transaction.  The rating outlook for KCPC
is stable.

On February 22, 2007, Moody's placed the Ba3 Corporate Family
Rating, Ba3 Probability of Default Rating and B2 rating on the
convertible trust issued preferred securities of CPC on review for
possible downgrade following the company's announcement that it
entered into a definitive agreement to be acquired by a consortium
of private investment funds.  Pursuant to the merger agreement,
KCPC, a newly formed holding company owned by affiliates of
Kohlberg & Co. LLC, Lubert-Adler Partners, LP and Chrysalis
Capital Partners, Inc., will merge with and into CPC.  Under the
terms of the merger agreement, CPC's common equity shareholders
will receive $22.53 per share in cash or about $745 million.  The
merger is subject to the approval of CPC's shareholders and
customary closing conditions.  The chairman of the company, his
family and related entities, who collectively own 47% of the
common stock of CPC, have entered into voting agreements to vote
in favor of the merger agreement unless the merger agreement is
terminated or materially amended.

CPC may terminate the merger agreement under certain
circumstances, including if its board of directors determines in
good faith that it has received a superior proposal, and otherwise
complies with certain terms of the merger agreement.  In
connection with such termination, the company must pay a fee of
$22.4 million to the equity sponsors.  If the merger agreement is
terminated because the equity sponsors fail to obtain sufficient
financing, then a $30 million payment will be due to the company.

The merger agreement provides that at the effective time of the
merger, each outstanding share of the Trust Issued Preferred
Securities issued by Central Parking Finance Trust, a statutory
business trust and wholly-owned subsidiary of CPC, shall remain
outstanding and shall thereafter be convertible at the election of
the holder of the TIPS into an amount equal to the product of the
common stock merger consideration times the number of shares of
company common stock into which the TIPS could have been converted
at the effective time.  If substantially all of the TIPS elect to
convert and receive cash consideration in connection with the
buyout, then Moody's will withdraw the ratings on the TIPS. If a
material amount of TIPS remain outstanding after the buyout, then
Moody's expects to lower the TIPS rating to Caa1.  Upon closing of
the transaction, Moody's expects to lower the Corporate Family
Rating and Probability of Default Rating of CPC to B2 and then
withdraw such ratings.

Moody's affirmed the Baa3 rating on the existing $299 million
senior secured credit facility of CPC since the merger agreement
provides that the credit facility will be repaid in connection
with the closing of the buyout.  Moody's expects to withdraw the
rating on the secured credit facility of CPC upon closing of the
transaction.

In connection with the merger, CPC expects to form one or more
special purpose entities and contribute to Propco the majority of
its owned parking facilities and the improvements thereon.  Propco
will issue approximately $417.8 million in aggregate principal
amount of first mortgage and mezzanine financing (not rated by
Moody's).  Propco will not be a guarantor under the new secured
credit facilities.  After the buyout, CPC and its guarantor
subsidiaries will derive revenues from its portfolio of leased and
managed parking facilities, a limited number of owned properties,
and a management agreement with Propco.

The proceeds from the real estate financing, $275 million of first
and second lien term loans, a $210 million cash equity
contribution, and existing cash and revolver borrowings will be
used to fund the equity component of the buyout, retire existing
debt and pay related fees and expenses.

The (P)B2 Corporate Family Rating reflects a more than four-fold
increase in consolidated debt levels (excluding Moody's standard
adjustments) as a result of the buyout.  On an Opco only basis,
debt levels will increase from about $170 million (including the
full amount of the TIPS) to about $284 million, with the majority
of the company's owned parking facilities transferred to Propco.

Although constrained by modestly weak credit metrics for the B2
rating category and an uneven track record of financial
performance, the ratings are supported by a leading market
position, improving profitability over the last year and the
expectation for growing demand for outsourced parking services.

Moody's assigned these ratings to KCPC:

    * $75 million 6 year first lien revolving credit facility,
      (P)Ba2 (LGD 2, 19%)

    * $225 million 7 year first lien term loan facility,
      (P)Ba2 (LGD 2, 19%)

    * $55 million 7 year first lien synthetic letter of credit
      facility, (P)Ba2 (LGD 2, 19%)

    * $50 million 7.5 year second lien term loan facility,
      (P)B2 (LGD 4, 51%)

    * Corporate family rating, (P)B2

    * Probability of default rating, B2

These ratings of Central Parking Corporation remain on review for
downgrade:

    * $78 million 5.25% convertible trust issued preferred
      securities (issued by the Central Parking Finance Trust),
      rated B2 (LGD 6, 93%)

    * Corporate family rating, Ba3

    * Probability of default rating, Ba3

These ratings of Central Parking were affirmed:

    * $225 million senior secured revolving credit facility due
      2008, rated Baa3 (LGD 2, 15%)

    * $74 million senior secured term loan facility due 2010,
      rated Baa3 (LGD 2, 15%)

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking and transportation-
related services.  As of December 31, 2006, the Company operated
more than 3,000 parking facilities containing approximately 1.5
million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, Chile, Colombia, Peru, the United
Kingdom, the Republic of Ireland, Spain, Greece, Italy and
Switzerland.  Revenues (including reimbursed expenses related to
management contracts) for the twelve month period ending Dec. 31,
2006 were about $1.1 billion.


CHINA WORLD: Child Van Wagoner Raises Going Concern Doubt
---------------------------------------------------------
Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
raise substantial doubt about China World Trade Corporation's
ability to continue as a going concern after auditing the
company's financial statements as of Dec. 31, 2006.  The auditing
firm pointed to the company's losses from operations during the
year, despite having a positive working capital.

Net loss for the year ended Dec. 31, 2006, was $10,090,975 as
compared with a net income for the year ended Dec. 31, 2005, of
$18,224.  The company had operating revenues of $4,339,337 for the
year 2006, as compared with operating revenues of $7,839,224 for
the year 2005.  The increase in net loss, among others, was the
result of the recognition of the impairment loss on disposal of
interest in a subsidiary and the impairment loss on investment in
an affiliate.

As of Dec. 31, 2006, the company had total assets of $13,533,221,
total liabilities of $2,522,315, and minority interest of $17,606,
resulting in a total stockholders' equity of $10,993,300.  The
company had an accumulated deficit of $28,165,010 as of Dec. 31,
2006.

                  Liquidity and Capital Resources

Upon disposal of about 60% of the company's equity interest in our
former subsidiary, General Business Network (Holdings) Ltd. on
Sept. 29, 2006, the company no longer had any banking facilities
and outstanding lines of credit as of Dec. 31, 2006.  However,
during the nine months period from January 1 to Sept. 29, 2006,
the company had banking facilities, through its former subsidiary
New Generation Commercial Management Ltd., granted in the total
amount of about $4.2 million, of which about $3.9 million had been
utilized as of Sept. 29, 2006.  These facilities relate to
$4.2 million in a short-term loan with pledged deposits of
$247,000.  These banking facilities related to a bank loan and
pledged deposit and have been disposed indirectly upon the
disposal of New Generation on Sept. 29, 2006.

As of Dec. 31, 2006, cash and cash equivalents totaled $107,144.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e28

                        About China World

China World Trade Corporation (OTC BB: CWTD) --
http://chinawtc.com/-- currently operates the Beijing World Trade  
Center Club and Guangzhou World Trade Center Club through Virtual
Edge and offers business travel and related services to its
business club members through its affiliated New Generation Group
of companies.  The company also offers business value-added
services that include consulting, interactive marketing and
incentive programs for merchants, financial institutions, telecom
operators, and large corporations.


CINCINNATI BELL: Fitch Affirms Issuer Default Rating at B+
----------------------------------------------------------
Fitch Ratings has affirmed Cincinnati Bell Inc.'s issuer default
rating at 'B+'.  In addition, Fitch has affirmed other ratings as
listed below.  The Rating Outlook has been revised to Positive
from Stable.

Cincinnati Bell, Inc.

    -- IDR 'B+';
    -- Senior secured credit facility 'BB+/RR1';
    -- $50 million senior secured notes 'BB+/RR1';
    -- $742 million senior notes 'BB-/RR3';
    -- $632 million senior subordinated notes 'B/RR5';
    -- $129 million convertible preferred stock 'B-/RR6'.

Cincinnati Bell Telephone

    -- IDR 'B+';
    -- $230 million senior unsecured notes 'BB+/RR1'.

Fitch's rating of CBB reflects expectations for stable performance
on a consolidated basis and the lower level of business risk
associated with the company's integrated position in the local
exchange and wireless businesses.  Historical free cash flow
levels have been strong as measured by free cash flow margin (free
cash flow as a percentage of revenues).  These factors are
balanced against the company's highly levered balance sheet
relative to its peer group.

The Positive Rating Outlook reflects the potential for moderate
delevering to occur during 2007 and 2008, even while CBB continues
to invest in its wireless and technology solutions businesses.  
The revised Outlook is also supported by the relative stability in
its integrated wireline and wireless business model.  Fitch will
monitor prospective competitive conditions and CBB's capital
structure and investment strategies prior to determining whether
or not an upgrade is warranted.

Over the recent past, CBB's strategy has focused on delevering its
balance sheet and defending and growing its local exchange and
wireless businesses.  In 2006, delevering slowed as the company
acquired the remaining 19.9% of Cincinnati Bell Wireless (CBW)
owned by AT&T Mobility, LLC (formerly Cingular Wireless LLC) for
nearly $87 million and acquired spectrum in the advanced wireless
services (AWS) auction for $37 million.  Debt declined modestly in
2006, even after considering these investments.  CBB's wireline
business accounted for 63% of consolidated revenue in 2006, while
wireless generated 20% of revenue and the technology solutions
business produced 17% of revenue.  Competitive pressure in the
wireline business increased in 2006, as evidenced by the 4.7%
decline in total access lines year-over-year.  Thus far, access-
line declines have been primarily due to wireless substitution,
but losses have increased from cable telephony.  To protect the
20% of revenue derived from consumer voice services, CBB has been
aggressively bundling wireless and high-speed data services with
its wireline voice services into a package the company refers to
as a 'super bundle'.  As of year-end 2006, approximately 32% of
the consumer households in its incumbent local exchange operating
territory subscribed to a super bundle, up from 26% at year-end
2005.

CBW is the market share leader in the Cincinnati and Dayton, Ohio,
basic trading areas and provides an avenue for CBB to further
strengthen its service bundle.  In 2006, total wireless
subscribers grew 6.6% over the previous year, an improvement over
the 3% growth rate in 2005 over the previous year.  Importantly,
higher value post-paid subscribers rose 16.1% in 2006, compared to
the 2.9% increase in 2005.  A major reason the higher growth rates
in 2006 was due to lower churn resulting from improved network
quality.  Post-paid customer churn was 1.6% in 2006, compared with
2.2% in 2005, and the lower level can be attributed to the
completion of the transition from the time division multiple
access (TDMA) network to the global system for mobile
communications (GSM)/general packet radio service [GPRS]) network.  
Wireless revenues grew 10%, aided by a 3.4% increase in post-paid
average revenue per user (ARPU) in 2006 to $46.18.

In 2007, CBB is expected to expand its data center business in
order to take advantage of increased demand for data center space
in the broader Cincinnati market.  At year end 2006, its 91,000
square feet of capacity was approximately 91% utilized.  Fitch
believes there is modest risk associated with the expansion of
this business.  CBB's risk is mitigated by the multi-year leases
signed by its customers, and by the fact that its customers buy,
own and frequently operate the hardware located in the highly
specialized environment provided by CBB.

CBB's 'BB-' senior unsecured rating reflects the subordination to
the company's senior secured debt and the Cincinnati Bell
Telephone Co. (CBT) notes.  At the end of 2006, the capital
structure reflected approximately $675 million in CBT notes,
secured CBB notes and credit facility debt that was senior to
CBB's senior unsecured debt.  The notching of the senior secured
debt above the senior unsecured debt is indicative of the
anticipated recovery by the senior secured debt holders and their
first-priority claim on the economic interests of CBT and CBW.

CBB reported total debt outstanding of $2.073 billion at the end
of 2006, a reduction of approximately $12 million from year-end
2005.  CBB has an undrawn five-year $250 million credit revolving
credit facility available which matures in 2010.  CBB has no major
maturities until the revolver matures, and significant quarterly
installments on the term loan do not start until 2011.  In 2007,
CBB initiated an $80 million accounts receivable securitization
program in order to lower its overall cost of financing.  
Investors should note that the company's 7-1/4% notes due in 2013
will be callable beginning in July 2008.  The notes contain a
restricted payments test, which constrains the company's ability
to pay a dividend or repurchase common stock.  Fitch believes that
if CBB were to call the notes and institute a dividend or stock-
repurchase program, delevering would continue, although at a
slower pace.

At Dec. 31, 2006, CBB had $79 million in cash and in 2006, the
company generated $173 million in free cash flow (before the
spectrum acquisition and acquiring the remaining 19.9% CBW stake).  
CBB's guidance calls for the company to generate approximately $50
million in free cash flow in 2007.  The build-out of its 3rd
generation wireless network and the construction of additional
data center capacity in the technology solutions segment are
expected to lead to higher capital spending in 2007.


COMCAST CORP: Earns $837 Million in Quarter Ended March 31
----------------------------------------------------------
Comcast Corporation reported net income of $837 million in the
first quarter of 2007, compared to net income of $466 million in
the first quarter 2006.  In addition to strong operating results
at Comcast Cable, the quarter includes a one-time gain, included
in other income, of $300 million net of tax related to the
dissolution of the Texas/Kansas City Cable Partnership.  Excluding
the gain associated with the partnership dissolution adjusted net
income for the first quarter of 2007 would be $537 million.

Revenue increased 32% in the first quarter of 2007 to $7.4 billion
while operating income increased 26% to $1.3 billion.  The
significant growth was due to strong results at Comcast Cable and
the impact of cable system acquisitions.  

Comcast Corporation Brian L. Roberts, chairman and chief executive
officer of Comcast Corporation, said, "We are off to a fabulous
start to the year and see increasing momentum as we move ahead.
Strong consumer demand for our superior products delivered through
our Triple Play offering resulted in another quarter of record
performance at our cable division -- and we are just getting
started capitalizing on the triple play opportunity.  This was our
3rd consecutive quarter of record-breaking [Revenue Generating
Unit] RGU growth and the 27th consecutive quarter of double digit
OCF growth.  We are highly confident that our strategy and focus
on operational execution and product innovation will deliver great
results in 2007 and beyond."

Net cash provided by operating activities increased to $2 billion
in the first quarter of 2007 from $1.7 billion in the same period
of 2006 due primarily to strong operating results.

Free Cash Flow totaled $442 million in the first quarter of 2007
compared to $807 million in the same period of 2006, due primarily
to growth in consolidated operating cash flow offset by increased
capital expenditures driven by record setting RGU additions.

At March 31, 2007, the company's balance sheet showed
$110.3 billion in total assets, $68.3 billion in total
liabilities, $240 million in minority interest, and $41.8 billion
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4.3 billion in total current assets
available to pay $7.4 billion in total current liabilities.

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?1e41

        Dissolution of Texas/Kansas City Cable Partnership

In July 2006, the company initiated the dissolution of Texas and
Kansas City Cable Partners, its 50%-50% cable system partnership
with Time Warner Cable.  On Jan. 1, 2007, the distribution of
assets by Texas and Kansas City Cable Partners was completed and
the company received the cable system serving Houston, Texas and
Time Warner Cable received the cable systems serving Kansas City,
south and west Texas, and New Mexico.  The estimated fair value of
the 50% interest of the Houston Asset Pool the company received
was approximately $1.1 billion and resulted in a pretax gain of
approximately $500 million, which is included in other income.

                     About Comcast Corporation

Headquartered in Philadelphia, Comcast Corp.(Nasdaq: CMCSA, CMCSK)
-- http://www.comcast.com/-- provides cable, entertainment and  
communications products and services.  With 24.2 million cable
customers, 12.1 million high-speed Internet customers, and
3 million voice customers, Comcast is principally involved in the
development, management and operation of cable systems and in the
delivery of programming content.

Comcast's programming networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, VERSUS,
G4, AZN Television, PBS KIDS Sprout, TV One, eight regional
Comcast SportsNets and Comcast Interactive Media, which develops
and operates Comcast's Internet business. Comcast also has a
majority ownership in Comcast-Spectacor, whose major holdings
include the Philadelphia Flyers NHL hockey team, the Philadelphia
76ers NBA basketball team and two large multipurpose arenas in
Philadelphia.

                          *     *     *

Moody's Investors Service assigned a Ba1 rating to Comcast
Corporation's preferred stock on April 2005.


CONSPIRACY ENTERTAINMENT: Auditors Raise Going Concern Doubt
------------------------------------------------------------
Chisholm, Bierwolf & Nilson LLC expressed substantial doubt about
the ability of Conspiracy Entertainment Holdings Inc. to continue
as a going concern after auditing the company's financial
statements as of Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses and lack of
working capital.

For the years ended Dec. 31, 2006, and 2005, the company reported
total revenues of $803,493 and $1,397,891, respectively.  For the
years 2006 and 2005, it reported a net loss of $1,467,224 and a
net income of $1,051,105, respectively.

As of Dec. 31, 2006, the company had total assets of $1,277,690,
total liabilities of $4,462,998, and minority interest of
$187,500, resulting in a total stockholders' deficit of
$3,372,807.  The company's balance sheet as of Dec. 31, 2006, also
reflected an accumulated deficit of $8,179,419 and a negative
working capital of $4,128,608, from total current assets of
$334,390 and total current liabilities of $4,462,998.

As of Dec. 31, 2006, the company's cash balance was $24,976, as
compared with $4,489 at Dec. 31, 2005.  The company currently
plans to use the cash balance and cash generated from operations
for increasing its working capital reserves and, along with
additional debt financing, for new product development, securing
new licenses, building up inventory, hiring more sales staff and
funding advertising and marketing.  It believes that the current
cash on hand and additional cash expected from operations in
fiscal 2007 will be sufficient to cover its working capital
requirements for fiscal 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e3e

                  About Conspiracy Entertainment

Conspiracy Entertainment Holdings Inc. in Santa Monica, California
(OTC BB: CPYE) -- http://www.conspiracygames.com/-- develops,  
publishes, and markets interactive video games software.  The
company also publishes titles for hardware platforms like Sony's
PlayStation, Nintendo 64 and Nintendo's Game Boy Color and Game
Boy Advance.


CONTROL ELECTRONICS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Control Electronics, Inc.
        dba World Class Furniture
        2350 South Rainbow Boulevard
        Las Vegas, NV 89146

Bankruptcy Case No.: 07-12425

Type of Business: The Debtor sells furniture in the U.S.  See
                  http://www.worldclassfurniture.com/

Chapter 11 Petition Date: April 30, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 South Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Total Assets: $1,000,000

Total Debts:    $196,780

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


CREATIVE VISTAS: Stark Winter Expresses Going Concern Doubt
-----------------------------------------------------------
Stark Winter Schenkein & Co., LLP raised substantial doubt about
the ability of Creative Vistas Inc. to continue as a going concern
after auditing the company's financials statements as of Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and stockholder deficiency.

For the year ended Dec. 31, 2006, the company had a net loss of
$5,541,892 on contract and service revenues of $30,456,897, as
compared with a net income of $827,574 on contract and service
revenues of $8,718,043 for the earlier year period.

The company's balance sheet as of Dec. 31, 2006, reflected total
assets of $18,269,925 and total liabilities of $25,845,827,
resulting in a total stockholders' deficit of $25,845,827.  The
company had an accumulated deficit of $11,863,862 in 2006, up from
an accumulated deficit of $2,777,802 in 2005.

Since inception, the company financed its operations through bank
debt, loans and equity from its principals, loans from third
parties and funds generated by its business.  The company held
cash and bank balances of $3,560,181 in 2006, up from $532,694 in
2005.  It believes that cash from operations and its credit
facilities with Laurus Master Fund Ltd. will continue to be
adequate to satisfy ongoing working capital needs.  During fiscal
year 2007, the company's primary objectives in managing liquidity
and cash flows will be to ensure financial flexibility to support
growth and entry into new markets and improve inventory management
and to accelerate the collection of accounts receivable.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e33

                       Creative Vistas Inc.

Based in Whitby, Ontario, Creative Vistas Inc. (OTCBB: CVAS),
provides advanced security and surveillance products and
solutions.  It also deploys and services broadband technologies to
the commercial and residential market.  It primarily operates
through its wholly owned subsidiaries AC Technical Systems Ltd.
and Iview Digital Video Solutions Inc., to provide integrated
electronic security and surveillance systems and technologies.  It
provides its systems to various high profile clients including:
Government, School Boards, Retail Outlets, Banks, and Hospitals.  
It operates through its subsidiary Cancable Inc. to deploy
broadband technologies to the commercial and residential market.


CYBERONICS INC: Restructuring Commences with 15% Workforce Cut
--------------------------------------------------------------
Cyberonics Inc. has implemented an organizational restructuring
designed to enhance efficiency and reduce the cost of ongoing
operations.  The restructuring has resulted in approximately a 15%
reduction in employee headcount.  The approximately $1.3 million
in costs associated with the reductions will be accounted for in
the fourth quarter of fiscal 2007, which ended on April 27, 2007.

The workforce reductions are expected to result in direct annual
savings exceeding $12 million beginning in fiscal 2008.
    
"With the distractions of the past year now behind the company,
the board and management of Cyberonics are committed to creating
shareholder value by returning the company to positive cash flow
generation and profitability quickly as possible," Hugh Morrison,
chairman of the board, said.  "The company's focus is squarely on
reinvigorating growth of the company's core epilepsy franchise
while continuing to rationalize the company's investment in the
treatment-resistant depression indication and capitalize on the
value of the company's substantial intellectual property assets."
    
"Given the difficult reimbursement environment for TRD, the
Cyberonics management team and board initiated a thorough review
of the company's business structure," George E. Parker, interim
chief operating officer, said.  "The company has created
extraordinary awareness and acceptance of VNS therapy for TRD, but
with limited payer access, the company has decided to reduce its
spending in demand creation while the company continue to grow the
body of scientific evidence for the therapy.  This restructuring,
along with other cost savings measures, was necessary to return
the company to near-term positive cash flow and profitability.  
The company begins fiscal 2008 with renewed confidence and
enthusiasm and remains steadfast in its mission to improve
the lives of people touched by epilepsy, depression and other
chronic disorders that may prove to be treatable with the
company's patented VNS Therapy."
    
                        About Cyberonics

Headquartered in Houston, Texas, Cyberonics Inc. (NASDAQ: CYBX)
-- http://cyberonics.com/-- markets the VNS Therapy system in
selected markets worldwide.  The VNS Therapy System uses a
surgically implanted medical device that delivers electrical
pulsed signals to the vagus nerve in the left side of the neck.
This therapy has proven effective in significantly reducing the
number and/or intensity of seizures in many people suffering from
epilepsy and has the potential for use in the treatment of other
inadequately treated, chronic disorders.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 10, 2007,
KPMG LLP in Houston, Texas, raised substantial doubt about
Cyberonics Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended April 28, 2006, and April 29, 2005.  The auditing firm
pointed to the company's recurring losses from operations, the
receipt of a notice of default and demand letter and notice of
acceleration for a $125 million senior subordinated convertible
notes, and incurrence of a potential default of a $40 million line
of credit.


DELTA AIR: Posts $130 Million Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Delta Air Lines Inc. reported a net loss of $130 million on total
operating revenue of $4.1 billion for the first quarter ended
March 31, 2007, compared with a net loss of $2.1 billion on total
operating revenue of $3.7 billion in the first quarter of 2006.  
Excluding charges for reorganization and special items of $124
million in the first quarter of 2007 and $1.7 billion in the first
quarter of 2006, the net loss was $6 million in the first quarter
of 2007, compared to a net loss of $356 million in the first
quarter of 2006.  

Charges for reorganization items in the first quarter of 2007
relate primarily to allowed general unsecured pre-petition claims
granted to several contract carriers in Delta's Chapter 11
proceedings in connection with amendments to their contract
carrier agreements, while charges for the first quarter of 2006
included a $1.4 billion charge for reorganization items, primarily
reflecting estimated re-petition bankruptcy claims for the
restructuring of aircraft financing arrangements, and a
$310 million net charge for certain accounting adjustments.

Delta's operating profit for the March 2007 quarter was
$155 million, the company's fourth consecutive quarterly operating
profit.  This compares with an operating loss of $485 million for
the March 2006 quarter.

"The past 18 months have been challenging times and Delta people
rose to that challenge.  As these results show, much more has been
done than improving our financial structure.  Delta has
fundamentally transformed into a thriving industry leader," said
Gerald Grinstein, Delta's chief executive officer.  "We are
stronger - financially, operationally, and in spirit - and Delta
is ready to return to its traditional leadership position in this
highly competitive industry."

                      Financial Performance

Operating revenue increased $425 million, or 11%, compared to the
March 2006 quarter.  Passenger revenue increased 9% on a 2%
increase in capacity.  The increase in passenger revenue is
primarily due to a rise of 6% and 7% in passenger mile yield and
passenger revenue per available seat mile (Passenger RASM),
respectively.  

Operating expense was $4 billion for the March 2007 quarter, a
$215 million, or 5%, decrease compared to the March 2006 quarter.
The decrease in operating expense was primarily due to a decrease
in salaries and related costs and landing fees and other rents.
These decreases were partially offset by an increase in contract
carrier arrangements and other expenses.

At March 31, 2007, Delta had $4 billion in cash, cash equivalents
and short-term investments, of which $2.9 billion was
unrestricted.  During the March 2007 quarter, Delta generated
$461 million in free cash flow, after a $50 million contribution
to its defined benefit pension Plan and more than $150 million in
capital expenditures to reinvest in its business.

"Our financial performance this quarter - both operating margin
improvement and liquidity - exceeded expectations under our Plan,"
said Edward H. Bastian, Delta's executive vice resident and chief
financial officer.  "As we emerge from bankruptcy, we are well
positioned to build on the momentum of our restructuring with
best-in-class costs, improving revenue performance, a strong
balance sheet, and the premiere workforce in the industry."

                           Fuel Hedging

Delta recorded $18 million in net charges for settled fuel hedge
contracts for the March 2007 quarter.  These charges are reflected
in aircraft fuel expense.  In addition, in the March 2007 quarter,
the company recorded $24 million in gains associated with the
ineffective portion of fuel hedges in other expense (income).

At March 31, 2007, the company's balance sheet showed
$19.8 billion in total assets and $33.5 billion in total
liabilities, resulting in a $13.7 billion total shareholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $6.1 billion in total current assets
available to pay $8 billion in total current liabilities.

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?1e45

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

                          *     *     *

Delta disclosed in an April 30, 2007 regulatory filing with
the Securities and Exchange Commission that it has emerged from
Chapter 11 following a successful and efficient 19-month
restructuring.  Among its restructuring accomplishments, Delta
pointed out that the company completed a comprehensive
transformation plan one year ahead of schedule, delivering
$3 billion in annual financial improvements.


DELTA AIR: Bankruptcy Emergence Cues S&P's B Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.

In addition, S&P raised its ratings on certain enhanced equipment
trust certificates and removed the ratings from CreditWatch.  The
revised EETC ratings and the reasoning for their upgrade were
disclosed in a research update published Friday.  Ratings on 'AAA'
rated, insured EETCs and on Delta's $2.5 billion secured bank
facility were affirmed.

"Delta's relatively rapid and successful reorganization leaves the
airline with lower operating costs, improving revenue generation,
and a reduced debt load.  Still, the airline's credit profile and
its 'B' corporate credit rating continue to reflect also risks
associated with participation in the price-competitive, cyclical,
and capital-intensive airline industry; on below-average, albeit
improving, revenue generation; and on significant intermediate-
term debt and capital spending commitments," said Standard &
Poor's credit analyst Philip Baggaley.

Delta, the third-largest U.S. airline, entered Chapter 11
bankruptcy protection in September 2005, following the spike in
jet fuel prices caused by the Gulf hurricanes.  In December 2006,
US Airways Group Inc. (B-/Positive/--) proposed a merger with
Delta, but withdrew its bid Jan. 31, 2007, after failing to win
sufficient support from the Delta creditors' committee.

Delta has used the bankruptcy process to:

    * Reduce its exposure to the competitive U.S. domestic market
      from almost 80% of flying to under 70% (with a further shift
      forecast), redeploying aircraft to international routes and
      returning unneeded planes to lessors and secured creditors;

    * Implement extensive operational changes to achieve a
      $3 billion of profit improvements (reduced costs and
      enhanced revenues) by the end of 2007;

    * Terminate the pilots' defined-benefit pension plans,
      relieving Delta of an approximate $3.4 billion deficit
      (pensions of other employees have been frozen, but the plans
      not terminated); and

    * Reduce total debt and lease obligations by more than
      one-third through cancellation of unsecured obligations,
      elimination of secured debt and leases related to planes
      removed from the fleet, renegotiation of other secured
      obligations to reduce debt service, and amortization of debt
      while in bankruptcy.

The stable outlook incorporates expectations of improving earnings
and credit measures, though not necessarily at the levels forecast
in Delta's disclosure statement.  The outlook could be revised to
positive if the company is able to generate better-than-expected
earnings and cash flow, allowing it to prepay debt and/or finance
aircraft deliveries internally.  An outlook revision to negative
is considered less likely, barring external shocks to the aviation
industry that cause materially weaker performance by Delta.


DELUXE CORP: Mulls Unregistered Offering of $200 Mil. Senior Notes
------------------------------------------------------------------
Deluxe Corporation intends to offer $200 million principal amount
of Senior Notes due 2015 in an unregistered offering, subject to
market conditions.  The notes will be unsecured obligations of the
company.

The notes will be offered within the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and to persons in offshore transactions in reliance on
Regulation S under the Securities Act.  

The company intends to use the net proceeds from the offering,
plus cash on hand:

   a) to repay the outstanding balance under the company's credit
      facility;

   b) to pay for general corporate purposes; and

   c) to repay the aggregate principal amount of the company's
      3.5% notes outstanding upon their maturity on Oct. 1, 2007.
    
The notes have not been registered under the Securities Act and
therefore may offered or sold in the United States pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.
    
                     About Deluxe Corporation

Headquartered in St. Paul, Minnesota, Deluxe Corporation (NYSE:
DLX) -- http://www.deluxe.com.-- helps financial institutions and  
small businesses better manage, promote, and grow their
businesses.  The company uses direct marketing, distributors, and
a North American sales force to provide a wide range of customized
products and services: personalized printed items (checks, forms,
business cards, stationery, greeting cards, labels, and retail
packaging supplies), promotional products and merchandising
materials, fraud prevention services, and customer retention
programs.  The company also sells personalized checks and
accessories directly to consumers.


DELUXE CORP: S&P Rates Proposed $200 Million Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Deluxe Corp.'s proposed $200 million senior unsecured notes due
2015.  Proceeds from the notes issue will be used to repay
outstanding balances under Deluxe's revolving credit facility and
to partly repay the maturity of Deluxe's $325 million 3.5% notes
due October 2007.

The long-term corporate credit rating on Deluxe is 'BB-' and the
rating outlook is negative.  The rating reflects long-term
operating challenges to the company's business segments and very
competitive conditions in Deluxe's check printing businesses, as
well as challenges sustaining profitable growth in the company's
small business services unit.  This is partly tempered by debt
repayment of $151 million in 2006 and $68 million in the March
2007 quarter.

Ratings List

Deluxe Corp.

Corporate Credit Rating          BB-/Negative/B

New Rating

$200M Sr Unsecd Nts Due 2015     BB-


DENALI CAPITAL: Full Note Redemption Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C-1, C-2, D-1, and D-2 notes from Denali Capital CLO I
Ltd., originally rated in November 2001.

The ratings withdrawal follows the full redemption of all classes
of notes on the April 20, 2007, payment date.
   
                           Ratings Withdrawn
   
                        Denali Capital CLO I Ltd.

                     Rating                   Balance
                     ------                   -------
         Class   To          From      Original     Current
         -----   --          ----      --------     -------
         A       NR          AAA     $326,000,000     $0
         B       NR          A-       $16,000,000     $0
         C-1     NR          BBB-      $5,000,000     $0
         C-2     NR          BBB-      $8,000,000     $0
         D-1     NR          BB        $6,750,000     $0
         D-2     NR          BB        $6,250,000     $0

                         NR - Not rated.


DORAL FINANCIAL: Pays $129MM for Securities Class Action Claims
---------------------------------------------------------------
Doral Financial Corporation has entered into an agreement to
settle all claims in the consolidated securities class action and
shareholder derivative litigation filed against the company after
the April 2005 disclosure of the need to restate its financial
statements for the period from 2000 to 2004.  As part of the
settlement, the company and insurers will pay an aggregate of
$129 million, of which insurers will pay approximately
$34 million.

In addition, one or more individual defendants will pay an
aggregate of $1 million in cash or Doral Financial stock.  The
company also agreed to certain corporate governance enhancements.  
The settlement is subject to notice and approval from the U.S.
District Court for the Southern District of New York.
  
The company's payment obligations under the settlement agreement
are subject to the closing and funding of one or more transactions
through which the company obtains outside financing during 2007 to
meet its liquidity and capital needs, including the repayment of
the company's $625 million senior notes due on July 20, 2007,
payment of the amounts due under the settlement agreement and
certain other working capital and contractual needs.  Either side
may terminate the settlement agreement if the company has not
raised the necessary funding by Sept. 30, 2007 or if the
settlement has not been fully funded within 30 days from the
receipt of such funding.

As a result of this settlement agreement, Doral Financial
established a litigation reserve and recorded a one-time charge to
the company's full-year financial results for 2006 of $95 million.

The parties to the settlement agreement will seek final court
approval of the settlement before the maturity of the senior notes
due July 20, 2007, but no assurance can be given that it will
receive final court approval by this date.

As reported in the Troubled Company Reporter-CAR on Jan. 22, 2007,
Shareholders who purchased Doral Financial securities early as
May 15, 2000, and as late as May 26, 2005 have filed 18 class
actions against the company and certain of its officers and
directors and former officers and directors over allegations of
federal securities laws violations.

Sixteen of these actions were filed in the U.S. District Court
for the Southern District of New York and two were filed in the
U.S. District Court for the District of Puerto Rico.   

Stockholders alleged that the defendants engaged in securities
fraud by disseminating materially false and misleading statements
during the class period, failing to disclose material information
concerning the valuation of the company's IO Strip portfolios, and
misleading investors as to Doral's vulnerability to interest rate
increases.

                       About Doral Financial Corp.

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial   
services company engaged in mortgage banking, banking, investment
banking activities, institutional securities and insurance agency
operations.  Its activities are principally conducted in Puerto
Rico and in the New York City metropolitan area.  Doral is the
parent company of Doral Bank, a Puerto Rico based commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency Inc. and
Doral Bank FSB, a federal savings bank based in New York City.


DORAL FINANCIAL: Moody's Says Review on Ratings Still Ongoing
-------------------------------------------------------------
Moody's Investors Service said that it is continuing its review of
Doral Financial Corporation for possible downgrade.  Moody's had
most recently downgraded Doral (senior debt to B2 from B1) on
January 5, 2007 and kept the ratings on review for possible
downgrade.  According to Moody's, the primary credit issue is
Doral's ability to refinance $625 million of debt maturing in
July, which has been hampered by a number of legal and regulatory
issues.

However, on April 30, Doral announced that it had entered into an
agreement to settle all pending securities class action and
derivative litigation against it, which removes a notable hurdle
to raising the necessary financing, in Moody's view.

In addition, on the same day, Doral filed its delayed 2006 10-K,
which brings its SEC filings current.  As expected, the filing
disclosed a significant loss for 2006.  The 10-K also noted that
Doral is in active negotiations with a private equity firm to
raise sufficient capital to repay the July debt maturity.

While these developments are favorable on balance, and although
Moody's believes that management is working diligently to address
its funding needs, the time frame for raising the needed capital
is tight.  Nonetheless, Moody's has extended its review period in
light of the progress made to date.  The rating agency added,
however, that should management fail to reach an agreement with
the private equity firm to raise the necessary capital within the
next few weeks, a downgrade is likely.

Doral Financial, headquartered in San Juan, Puerto Rico, reported
total assets of $11.9 billion at December 31, 2006.


DORAL FINANCIAL: Class Action Settlement Cues S&P's Rating Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
counterparty credit rating on Doral Financial Corp. on CreditWatch
Developing.

The rating action follows Doral's announcement that it has entered
into an agreement to settle all claims in the consolidated
securities class action and shareholder derivative litigation
stemming from its accounting restatement.  Additionally, Doral has
filed its 10-K for 2006.

While 2006 resulted in a net loss attributable to common
shareholders of $257.2 million, the settlement and filing
significantly increase the odds of Doral being able to
successfully raise external capital to repay the $625 million in
senior notes maturing on July 20, 2007, and the $95 million legal
settlement.  Doral has announced that it is in active negotiations
with a private equity firm to raise the necessary capital.  "Given
the tight timeline of gaining regulatory and shareholder approval
and final court approval of the settlement, we believe a deal must
be reached within the next month," said Standard & Poor's credit
analyst Michael Driscoll.

The lawsuits, which had made raising capital very difficult, have
been settled for $129 million.  Of the amount, Doral is liable for
$95 million, with insurance covering the difference.  Although
this is another large hit to liquidity, the settlement eliminates
the uncertainty regarding Doral's potential liability and removes
a significant hurdle to the capital raise.

Major hits to income included a $95 million litigation reserve, a
$42 million loss on interest-only strips that did not have caps
(the IOs no longer exist), a $34.5 million loss on mortgage loan
sales, a $27.7 million loss on the sale of $1.7 billion in
securities, and $20.4 million in severance costs.  While Doral
still has significant interest rate risk on its balance sheet and
may require future securities sales, these charges are
nonrecurring items and should benefit future profitability.

Furthermore, the legal settlement should reduce future
professional fees as well.  Of note, Doral's two banking
subsidiaries were profitable and earned $22.4 million in 2006.

Subsequently, Doral has announced the sale of its New York
branches, which should result in a $10 million gain.

S&P expects to resolve the CreditWatch when Doral finalizes its
recapitalization.  If Doral is successful in raising sufficient
capital to support its pending July $625 million debt maturity and
to restore capital to adequate regulatory capital measures, the
ratings would stabilize or possibly improve depending on the
progress management makes on improving financial results.

Conversely, if Doral fails to raise the necessary external
capital, the company would most likely not be able to meet the
pending maturity of the $625 million in debt in July and the
rating would be lowered.


DUNE ENERGY: Moody's Junks Rating on $285 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Dune
Energy, Inc., including a Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on
its proposed $285 million of senior secured notes due 2012.

Proceeds from the offering, along with proceeds from a concurrent
offering of $140 million of redeemable convertible preferred
stock, will be used to finance Dune's acquisition of Goldking
Energy Corporation.  Moody's also assigned a speculative grade
liquidity rating of SGL-4 rating to Dune.  The rating outlook is
stable.

The rating reflects Dune's very high leverage, a capital intensive
and technically complex property base that has a steep production
decline rate, and uncertainties about its ongoing cost structure
and ability to replace reserves.  Support for the rating comes
from a near-term strategy to bring non-producing reserves to
production and an experienced management team.

Pro forma as of December 31, 2006, Dune has total proved reserves
of 23.6 MMBoe (141.8 Bcfe) which consist of 9.8 MMBoe (58.8 Bfce)
of PDP reserves, 5.4 MMBoe (32.3 Bcfe) of PDNP reserves, and 8.5
MMBoe (50.7 Bcfe) of PUD reserves.  Current daily production
(February 2007) is about 4,900 Boe/d (29.5 MMcfe/d), which
translates into an annualized run-rate of about 1.8 MMBoe (10.8
Bcfe).  The combined companies' independently engineered reserve
reports indicate 2007 production of 2.8 MMBoe (a significant
increase from the current run-rate) of which only about 1.5 MMBoe
(54%) is coming from PDP reserves.  The rest of the production for
the year comes from the PDNP and PUD categories, which will
require execution with the drillbit.  While certain of this
production will come from relatively low risk recompletions, other
sources of expected production will come from the drilling of PUD
locations, including one significant location in Chocolate Bayou.  
Dune's conversion efforts will continue into 2008, although later
this year it expects to begin allocating some capital spending
toward exploration.  This pattern of activity could result in Dune
reporting low reserve replacement in 2007 (and high F&D costs),
although additional PUD locations could be added.

Given Dune's limited operating history, it is difficult to assess
its ongoing cost structure and ability to replace reserves through
the drillbit.  Goldking's operating history also is relatively
limited as well as nearly all of its reserves were added through
two acquisitions within the last 18 months.  Goldking acquired
properties with total proved reserves of 8.9 MMBoe from Hilcorp in
September 2006 for $126 million ($14.16/Boe) and in October 2005,
it acquired properties with total proved reserves of 7.6 MMBoe
from EnerVest for $89 million ($11.71/Boe).  Dune is acquiring
Goldking for total consideration of $320.5 million. Relative to
total proved reserves acquired of 18.7 MMBoe (December 2006), this
equates to a purchase price of $17.10/Boe and relative to current
daily production (February 2007) of 24.2 MMcfe/d, or 4,033 Boe/d,
Dune is paying about $80,000 per daily flowing Boe.  This purchase
price is relatively competitive in light of recent transactions in
the marketplace but it is still high historically.  On a fully
developed basis (i.e., including future capital to bring PDNP and
PUD reserves to production), the Goldking acquisition cost is
approximately $21.73/Boe which is probably more indicative of
Dune's ongoing F&D costs.  In 2007, however, given Dune's emphasis
on ramping up production post-acquisition through the conversion
of PDNP and PUD reserves to PDP reserves, one-year F&D costs are
expected to be very high due to minimal total reserve additions
relative to capital spent.

Dune's leverage is high.  Pro forma for the issuance of $285
million of senior secured notes, debt/PD reserves is $18.75/Boe
and debt/PDP reserves is $29.08/Boe.  Debt plus future development
costs/total proved reserves is $17.53/Boe on a pro forma basis.  
Including the proposed issuance of $140 million of redeemable
convertible preferred stock as debt, which is appropriate given
the cash redemption feature (holders will have the option to
redeem the shares for cash in 2012), Dune's debt/PD reserves is
$27.96/Boe and debt/PDP reserves is $43.37/Boe.  These levels of
debt could become unmanageable should Dune struggle with replacing
production and/or if the commodity price environment were to
weaken.  Dune's leverage is much higher than several of the E&P
issuers that Moody's currently rates B3 and Caa1 such as Venoco
(B3 CFR, negative outlook), Delta Petroleum (Caa1 CFR, stable
outlook), PetroQuest (Caa1 CFR, stable outlook), and Brigham
Exploration (Caa1 CFR, stable outlook).  This was a prominent
consideration in positioning Dune's CFR at Caa2 instead of Caa1.

The proposed senior secured notes are not notched from the CFR
even though, pursuant to the terms of an intercreditor agreement,
the notes are contractually subordinated to Dune's revolving
credit facility.  This is due to the small size of the revolver
(only $20 million) relative to the amount of notes based on the
application of Moody's Loss-Given-Default (LGD) methodology.  The
indenture permits a revolver of $20 million, which then can be
increased by $1 million for each Bcfe of reserves above 141.8 Bcfe
(pro forma total proved reserves as of December 31, 2006) up to a
maximum of $50 million.  An increase in the revolver above this
amount would require a consent which, if granted, would likely
result in a downgrade of the notes by Moody's under LGD. (A change
in the indenture before closing also could result in a lower
rating.)

The SGL-4 rating reflects weak liquidity.  The nature of Dune's
activities, particularly if it tries to grow organically, will
require it to outspend cash flow over time.  Its high leverage
contributes to this condition as cash interest payments will be a
prominent use of cash.  In Moody's view, a $20 million revolver
(as limited by the bond indenture), is not sufficient to meet
Dune's eventual liquidity requirements.  Excess proceeds expected
to be raised in connection with the offering will support near-
term liquidity.  Moody's expects that Dune will likely have ready
access to its $20 million revolver over the next 12 months given
expected covenant compliance.  Other sources of cash are limited
given that Dune's assets are fully encumbered.

Dune Energy Inc. is headquartered in Houston, Texas.


DUNE ENERGY: S&P Rates Proposed $285 Million Senior Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to oil and gas exploration and production company
Dune Energy Inc.

At the same time, S&P assigned a 'B-' rating and '3' recovery
rating (indicating our expectation of meaningful (50%-80%)
recovery of principal in the event of a payment default) to the
company's proposed $285 million senior secured notes due 2012.

Dune is simultaneously offering $140 million in preferred
convertible stock, which S&P is not rating.  Dune will use
proceeds to acquire all of Goldking Energy Corp.'s capital stock
and to refinance existing debt.  Depending on investor demand,
both issuances may be upsized.

The outlook is stable.  Pro forma for the offering, Houston,
Texas-based Dune will have $285 million of long-term debt.

"The ratings on Dune reflect its small and geographically
concentrated reserve base, short operating history, uncompetitive
cost structure, and highly leveraged financial profile," said
Standard & Poor's credit analyst David Lundberg.  "Dune will have
the most aggressive financial leverage measures of any E&P company
we currently rate.  These weaknesses are only partially offset by
the company's inventory of drilling locations, which should allow
for moderate production growth given current spending plans, and
by the company's existing commodity hedges, which somewhat
mitigate price risk over the next few years, Mr. Lundberg
continued.

The outlook is stable.  In 2007 and 2008, S&P expects the company
to spend aggressively to ramp up production levels, particularly
in the Gulf Coast.  Costs and expenses on a per-unit-of-production
basis should improve and fall more in line with those of peers at
the 'B' rating level.  S&P expects debt levels to remain in the
$285 million area, but we expect deleveraging through reserve and
production growth.

Currently, a positive rating action is unlikely because the
company would need to delever and improve its cost structure
significantly from current levels to be commensurate with a 'B'
rating.  A negative rating action could result if the company is
not able to increase production levels at a reasonable cost, which
would pressure the company's coverage ratios.  Also, with the
company pursuing an aggressive capital budget, if results are
moderately below expectations and/or if commodity prices fall
sharply from current levels, liquidity could become constrained,
which could result in a negative rating action.


E&N RANDOLPH: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: E&N Randolph Tower, L.L.C.
        2708 North Sawyer
        Chicago, IL 60647

Bankruptcy Case No.: 07-07812

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Joy E. Levy, Esq.
                  Arnstein & Lehr, L.L.P.
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7880
                  Fax: (312) 876-0288

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
188 West Randolph, L.L.C.        call on capital/       unknown
30833 Northwestern Highway,      disputed equity
Suite 300                        right claim
Farmington, MI 48334

Holtzman #24, L.L.C.             counterclaim in        unknown
500 Park Boulevard               the Circuit Court
Suite 1140                       of Cook County
Itasca, IL 60143

Jonathan Holtzman                notice only            unknown
c/o Village Green Companies
30833 Northwestern Highway
Farmington, MI 48334

E&M Investments, L.L.C.          loan                $3,100,000
201 East Ogden Avenue,
Suite 26
Attention: Bruce McClaren
Hinsdale, IL 60521

Venture Equities Management,     50% membership      $2,381,746
Inc.                             of 188 West
88 Airport Road                  Randolph, L.L.C.
Elgin, IL 60123

Jules Laser                                            $900,000
6 West Hubbard Street
Chicago, IL 60610

Donald Kindwald                                        $350,000
105 West Madison, Suite 2100
Chicago, IL 60602

D.L.N. Real Estate Advisors                             $50,000
143 Wilmot Road
Deerfield, IL 60015


EAST LANE: S&P Rates $250 Million Variable Rate Notes at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured debt rating to East Lane Re Ltd.'s $135 million Series A
2007-I, variable rate note and its $115 million Series B, 2007-I
variable rate note issues, both due May 6, 2011.

The two series of notes are the initial offerings under East
Lane's variable-rate note program.  East Lane is a special-purpose
Cayman Islands exempted company licensed as a Class B insurer in
the Cayman Islands.

"The rating on each series is based on the near-term probability
of attachment modeled by AIR Worldwide Corp.," said Standard &
Poor's credit analyst Gary Martucci.  "The 2007 version (version
9.0) of the AIR U.S. Hurricane Model was used to determine the
probability of attachment of each series."  The annualized base
case and near-term probabilities of attachment for the Series A
notes are 109 and 113 basis points, respectively, and the
annualized probabilities for the Series B notes are 144 and 152
bps, respectively.  The attachment point for each series will be
reset annually to maintain a probability of attachment equal to
the initial modeled probability of attachment.

Each series is exposed to first and subsequent northeast U.S.
hurricanes on a per occurrence basis.  The Series A notes will
cover losses between the initial attachment point of $1.65 billion
and the exhaustion point of $2.05 billion.  The Series B notes
will cover losses between the initial attachment point of $1.30
billion and the exhaustion point of $1.65 billion.  Losses to
East Lane will be based on the actual losses incurred by the
Federal Insurance Co. and other companies within the Chubb Group
of Insurance Cos. (a/k/a Chubb; the ceding insurer).  After the
occurrence of a hurricane, the ceding insurer's losses will be
multiplied by an adjustment factor of 18%, and then by a growth
limitation factor (equal to the lesser of 1.00% and the ratio of
the Growth Allowance Factor of 9.00% to the Actual Growth Factor).

If this adjusted ultimate net loss amount exceeds the relevant
attachment point for a series, the amount by which the loss
exceeds the attachment point is multiplied by the series insurance
percentage (33.75% at inception for Series A and 32.86% at
inception for Series B) to arrive at the principal reduction
amount.  The outstanding principal amount of that series will be
reduced accordingly.  Before a loss payment by East Lane, the
claims of the ceding insurer will be verified as applicable by a
specified claims reviewer and loss reserve specialist.

The risk period for each series will begin at 12:00 a.m. the day
after closing and end on April 30, 2011.

The reinsurance agreement, which is effectively supported by the
proceeds from the issuance of the notes, will provide the Federal
Insurance Co. and other associated Chubb companies (AA/Stable/--)
with a source of indemnified catastrophe coverage for hurricanes
in the covered area: the District of Columbia, Connecticut,
Delaware, Maine, Maryland, Massachusetts, New Hampshire, New
Jersey, New York, Pennsylvania, Rhode Island, Vermont, and
Virginia over a four-year risk period.

The proceeds of the issuance will be invested in high-quality
permitted investments within collateral accounts.  There will be a
separate collateral account for each series of notes.  East Lane
will swap the total return of each collateral account with Goldman
Sachs International, which is guaranteed by The Goldman Sachs
Group Inc. (AA-/Stable/A-1+).  The premium received by East
Lane pursuant to the reinsurance agreement-combined with the
payments received under the swap-will be used to make the
scheduled interest payments to the noteholders.  If there is a
trigger event, assets will be sold from the related collateral
account with the proceeds being distributed to the ceding insurer.

Principal on the notes will be paid at maturity unless a loss
event occurs. The ceding insurer must retain at least 10% of the
ultimate net loss of each layer.  The maturity date of the notes
can be extended for up to 12 months beyond the scheduled maturity
date to allow for loss development.


EDISON MISSION: S&P Rates Proposed $2.7 Bil. Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Edison Mission Energy's proposed $2.7 billion senior notes.

Standard & Poor's also assigned its 'BB+' rating and '1' recovery
rating to EME subsidiary Midwest Generation LLC's proposed
$500 million secured bank revolver maturing 2013.

The '1' recovery rating indicates the high expectation of full
recovery of principal in the event of a payment default.

At the same time, Standard & Poor's raised its rating on Midwest
Generation's $333.5 million series A pass-through certificates and
$813.5 million series B pass-through certificates to 'BB' from
'BB-' and assigned a '1' recovery rating to the certificates.

The upgrade reflects a reassessment of the recovery potential for
the certificates given their collateral in the Powerton Units 5
and 6 and the Joliet Station Units 7 and 8.

EME will use the proceeds of the $2.7 billion notes to repay
parent Mission Energy Holdings Co.'s $800 million senior secured
notes due 2008, EME's $600 million senior unsecured notes due
2009, Midwest Generation's $330 million term loan due 2011, and
Midwest Generation's $1 billion notes due 2014.

The maturity of Midwest Generation's $500 million secured revolver
will be extended to 2012 from 2010 while the revolver at EME will
be increased to $600 million from $500 million.

"The current refinancing will provide EME with a number of
benefits," said Standard & Poor's credit analyst Swami
Venkataraman.  "Those include eliminating the bulk of EME's debt
maturities until after 2017, simplifying the capital structure by
eliminating MEHC and consolidating all debt at EME, and enhancing
liquidity by extending the Midwest Generation revolver and
increasing the EME revolver."

The 'BB-' corporate credit rating of EME and Midwest Generation
reflects the credit quality of the distributable cash flow from a
portfolio of generating assets.  EME, an indirect, wholly owned
subsidiary of Edison International, is an independent power
producer with an ownership or leasehold interest in 29 power
plants totaling 9,303 MW of capacity as of Dec. 31, 2006.

EME also owns Edison Mission Marketing and Trading, a power
marketing and trading subsidiary, and several other rated
subsidiaries.


EGPI FIRECREEK: Donahue Associates Raises Going Concern Doubt
-------------------------------------------------------------
Donahue Associates LLC, in Monmouth Beach, New Jersey, reported
that there are significant matters concerning EGPI Firecreek Inc.
that raise substantial doubt as to the ability of the company to
continue as a going concern.

During the years ended Dec. 31, 2006, and 2005, the company
generated no material revenues and has relied on borrowings and
the issuance of common and preferred stock to raise money for its
business operations and plans.  This situation raises the doubt of
the company's ability to continue as a going concern.  The
company's plans with regard to this matter are:

     -- Raise interim and long-term finance in addition to its
        present equity line to assist expansion-development and
        acquisition programs for oil and gas, corporate
        operations, and for the purpose of building on the current
        revenue base.

     -- Obtain asset based project finance or develop joint
        ventures to fund work programs for oil and gas projects
        domestically and overseas.

     -- Pursue formation of strategic alliances with more firmly
        established peer groups to assist acquisition activities.

     -- Initiate search for experienced oil and gas personnel to
        add to the company's staff.

Gross revenues from sales for the year 2006 were $146,831, as
compared with zero gross revenues from sales for the year 2005.  
The company incurred a net loss of $4,245,820 for the year 2006,
as compared with a net loss of $10,867,777 for the year 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $1,203,014 and total liabilities of $5,886,448,
resulting in a total shareholders' deficit of $4,683,434.  
Accumulated deficit stood at $24,793,470.

The company's December 31 balance sheet showed total current
assets $334,145 available to pay total current liabilities of
$5,886,448.

Cash on hand at Dec. 31, 2006, was $14,955, as compared with
$149,962 at the beginning of the year.  At Dec. 31, 2006, the
company had working capital deficit of $5,009,376, as compared
with $3,357,901 at the beginning of the year.

                       About EGPI Firecreek

EGPI Firecreek Inc. (OTC BB: EFCR) -- http://egpifirecreek.net/--  
through its subsidiary, Firecreek Petroleum, Inc., explores,
develops, and exploits crude oil and natural gas primarily in the
U.S.  It also focuses on the development of proved oil and gas
projects in Russia, Romania, and Kazakhstan.  The company holds
interests primarily in gas wells located in Sweetwater County,
Wyoming.  During 2006, Firecreek operations were restructured
resulting in its corporate offices being moved to Scottsdale,
Arizona.


ELEPHANT TALK: Kabani & Company Raises Going Concern Doubt
----------------------------------------------------------
Kabani & Company Inc. raised substantial doubt about the ability
of Elephant Talk Communications Inc. to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006. The auditing firm pointed to the company's loss of
$4,829,665, working capital deficit of $3,181,589, accumulated
deficit of $16,962,100, and cash used in operations of $1,330,061.

As of Dec. 31, 2006, the company's balance sheet showed total
assets valued at $13,695,313, total liabilities of $12,834,553,
and minority interest of $127,455, resulting in a total
stockholders' equity of $733,325.  The company had total current
assets of $4,127,723 and total current liabilities of $7,309,312
as of Dec. 31, 2006.

For the year 2006, the company had net revenues of $158,292, as
compared with net revenues for the year 2005 of $282,417.  Net
loss for the year 2005 was $1,214,193.

A full-text copy of the company's annual report is available for
free at  http://ResearchArchives.com/t/s?1e2a

                       About Elephant Talk

Based in Tsuen Wan, Hong Kong, Elephant Talk Communications Inc.
(OTC BB: ETLK) -- http://www.elephanttalk.com/-- offers primarily  
wholesale international long-distance between North America and
Asia through its Hong Kong-based operating subsidiary, Elephant
Talk Limited.  The facilities-based carrier uses both circuit
switched and Internet protocol (IP) based technology and operates
switching facilities in China, Hong Kong, Singapore, and the U.S.  
Elephant Talk also offers both prepaid and postpaid calling cards
and other value-added services.


ENRIQUE ROBLES: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Enrique Antolin Robles
        5660 Kirkham Court
        Springfield, VA 22151
        Tel: (703) 819-8977

Bankruptcy Case No.: 07-11024

Chapter 11 Petition Date: April 26, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kermit A. Rosenberg, Esq.
                  Tighe Patton Armstrong Teasdale, P.L.L.C.
                  1747 Pennsylvania Avenue, Northwest Third Floor
                  Washington, DC 20006-4604
                  Tel: (202) 454-2800
                  Fax: (202) 454-2805

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual                value of              $294,000
P.O. Box 100576                  collateral:
Florence, SC 29501               $250,000

M.B.N.A. America                                        $55,000
1100 North King Street
Wilmington, DE 19884

Bank of America                                         $54,803
P.O. Box 15019
Wilmington, DE
19850

H.F.C.                                                  $23,138

Advanta                                                 $17,720

Bank One                                                $17,039

Chase                                                   $16,827

Discover                                                $16,711

Chase                                                   $16,118

Wachovia (First Union)                                  $13,000

Bank of America                                          $8,991

Suntrust                                                 $9,658

Citi Advantage                                           $4,769

Advanta                                                  $4,769

Citibank                                                 $2,544

First Equity Card                                        $2,256

A.C.S. College Loan &                                    $1,900
Pick


GARRETT CUSTOM: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Garrett Custom Homes, L.L.C.
        3806 Jason Drive
        Arlington, TX 76016

Bankruptcy Case No.: 07-41859

Type of Business: The Debtor is a full-service home building
                  company.  See http://garrettcustomhomes.net/

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Michael Wiss, Esq.
                  P.O. Box 11, 11882 Greenville Avenue, Suite 111
                  Dallas, TX 75243
                  Tel: (972) 889-9050
                  Fax: (972) 889-1175

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


GENERAL MOTORS: Three Execs Continue Voluntary Salary Reductions
----------------------------------------------------------------
General Motors Corporation disclosed last week in a regulatory
filing with the Securities and Exchange Commission the changes in
the base salary of certain of the company's key executives.

According to GM, the base salary of the company's chief executive
officer, G. Richard Wagoner, Jr., was $2.2 million at the
beginning of 2006, and that Mr. Wagoner has not received a base
salary increase for over four years.

Meanwhile, GM says it vice chairmen, Frederick A. Henderson,
Robert A. Lutz, and J. M. Devine, had base salaries of
$1.55 million at the beginning of 2006.  The salary was
established for Messrs. Lutz and Devine in January 2003 and for
Mr. Henderson at the time he was promoted to the position of Vice
Chairman and Chief Financial Officer on Jan. 1, 2006.

In addition, GM notes that the base salary for the company's
executive vice president for law & public policy, Thomas A.
Gottschalk, was $1.0 million at the beginning of 2006.  

Further, the base salary for the company's group vice president
for global manufacturing and labor relations, G. L. Cowger, was
increased to $900,000 on Nov. 1, 2006; it had been 33 months since
his last base salary increase.

Effective March 1, 2006, Messrs. Wagoner, Henderson, Lutz,
Gottschalk, and Devine voluntarily reduced their salaries in
support of the GMNA Turnaround Plan.  

The Executive Compensation Committee of GM's Board of Directors
considered that salary reductions among top leaders are unusual
and the magnitude of the reductions for GM's executive officers
would substantially exceed the few reductions that had taken place
at other companies.  However, the Committee supported their
voluntary actions.

Mr. Wagoner reduced his salary by 50 percent to $1,100,000;
Messrs. Henderson, Lutz, and Devine by 30 percent to $1,085,000;
and Mr. Gottschalk by 10 percent to $900,000.

Messrs. Wagoner, Henderson, and Lutz recently reviewed the matter
and, in support of the continued turnaround plan for GM, again
decided that beginning March 1, 2007, they will continue voluntary
salary reductions.  The Committee agreed with the approach.  

Mr. Wagoner's salary will be $1.65 million, 25 percent less than
his January 1, 2006 base salary of $2.2 million.  The salaries of
Messrs. Henderson and Lutz will be $1.318 million, 15 percent less
than their January 1, 2006 base salaries of $1.55 million.

                   2007 Long-Term Incentive Plan

The Compensation Committee is proposing a long-term incentive plan
for GM's executives with these key features:

   -- New authorized share pool of 16 million shares is
      approximately 2.82 percent of common shares outstanding;

   -- No more than 1.5 million of the 16 million shares requested
      will be granted as Restricted Stock Units;

   -- Performance awards, generally linked to three-year
      performance measures, to be settled in cash only;

   -- Plan term of five years;

   -- Commitment to limit aggregate annual grants of stock options
      and RSUs to less than 1 percent;

   -- No repricing of options without stockholder approval;

   -- Three-year, ratable vesting on stock option awards, subject
      to the Committee's review;

   -- Three-year vesting on time-based RSU awards;

   -- Plan is administered by the Committee, composed of only
      Independent Directors;

   -- No discounted options;

   -- "Double-trigger" Change in Control benefits; and

   -- Shares surrendered, expired, or returned to the Corporation
      to satisfy the exercise price or tax withholding obligations
      for stock options cannot be reissued, i.e., no liberal share
      accounting provisions.

The proposal, along with other matters, will be voted upon by GM's
shareholders at an annual meeting at 9:00 a.m. local time on
Tuesday, June 5, 2007, at the Hotel du Pont, 11th and Market
Streets, in Wilmington, Delaware.

Holders of record of GM Common Stock, $12/3 par value, at the
close of business on April 9, 2007, are entitled to vote at the
meeting.

                    About General Motors Corp.

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

                          *     *     *

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

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

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


GINN-LA CS: Weak 2006 Performance Cues Moody's to Lower Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Ginn-LA CS
Borrower, LLC (and that of its co-borrower, Ginn-LA Conduit
Lender, Inc.), including the corporate family rating to Caa1 from
B2, the probability-of-default rating to Caa1 from B2, the rating
on the senior secured first-lien bank credit facility to B3 from
B1, and the rating on the senior secured second-lien term loan to
Caa3 from Caa1.  The Loss-Given-Default assessment and rate on the
first-lien bank credit facility changed to LGD 3, 37% from LGD 3,
40%, and on the second-lien term loan changed to LGD 5, 88% from
LGD 6, 91%.  At the same time, the ratings were put on review for
further downgrade, while the LGD assessments and rates are subject
to additional change.

The downgrades were triggered by the significant slowdown of lot
closings in 2006, the weakening of the residential and vacation
housing markets, and the company's need to raise additional
capital to fund key infrastructure and amenities costs.  Because
of the weak 2006 operating performance and the poor 2007 outlook
for lot sales, the company will not be able to pay down enough
debt to be in compliance with some of the terms of its existing
credit agreement, specifically, the requirement that its maximum
net debt be decreased to $500 million from $650 million by June
30, 2007.  As a result, the company expects to obtain from its
lenders a 60-day extension for the delivery of its 2006 audits and
a 60-day extension for the delivery of the appraisal update for
the first quarter of 2007.  The company will seek additional
covenant relief into 2010 that would be necessary to complete its
revised business plan.  In the longer term, Ginn will rely on
equity investments from its sponsors into new development vehicles
that will assume $160 million of infrastructure and amenities
construction costs that were previously to be incurred by the
company.  The new sponsor development vehicles accelerate the
planned construction of the resort core and key amenities,
including the golf course.

The ratings remain on review for further downgrade because of the
uncertainty surrounding the company's possible success in securing
additional capital and in renegotiating its bank agreement.

Going forward, the ratings could be reduced again if any of these
were to occur: i) if the company were unable to obtain approval of
its proposed capital plan, ii) if the company were required to
obtain additional extension periods beyond the proposed 60-day
extension, iii) if the company were required to obtain additional
covenant relief beyond 2009, or iv) if lot sales remain at low
levels throughout 2007 and 2008, thereby resulting in continued
negative cash flow. The ratings could stabilize if the company
successfully lines up the required capital, is able to amend its
credit agreement to relax requirements through 2009, and starts
generating significant revenues and positive cash flow.

Formed in 1998 by Bobby Ginn and the Lubert-Adler Funds and
headquartered in Palm Coast, Florida, Ginn Clubs & Resorts is one
of the larger privately-held real estate development and
management firms in the Southeast, having established 13 projects
to date and generating over $3.7 billion in real estate sales
(including $1 billion of resales).


GRAPHIC PACKAGING: Fitch Lifts Senior Secured Ratings to BB-
------------------------------------------------------------
Fitch has taken these rating actions on Graphic Packaging
Corporation:

  -- Senior secured revolver upgraded to 'BB-/RR2' from 'B+/RR3';
  -- Senior secured term loan upgraded to 'BB-/RR2 from 'B+/RR3';
  -- Issuer Default Rating affirmed at 'B';
  -- Senior unsecured bonds affirmed at 'B/RR4';
  -- Senior subordinated notes affirmed at 'B-/RR5'.

The Rating Outlook is Stable.

The ratings consider GPK's upcoming new secured revolver and term
loan which are being refinanced with lower prices and extended
maturities (2013 and 2014, respectively).  The refinanced
facilities will be secured by the same collateral package as those
they are replacing, substantially all personal, real and
intangible domestic assets and 65% of the stock of material
foreign subsidiaries.  The upgrade of the senior secured mirrors a
revision in the estimated value of those assets, owed in part to a
higher sustainable profitability of the company.

GPK's ratings are a function of its leverage to its anticipated
cash flow.  The latter was very close to Fitch's projected target
last year, and GPK managed to repay a slightly higher sum of debt
due to better working capital management and lower capital
expenditures.

GPK has a good chance to repeat or best that performance this
year. Prices for coated unbleached kraft are finally beginning to
move in response to some decent demand, as are the prices for
coated recycled board.  GPK has announced a $40-$60/ton price
increase on various grades of paperboard effective this month,
which are not quite double the movement in price last year.  Much
of the increase is compensating higher feedstock costs already
incurred, in particular secondary fiber. GPK has also been winning
concessions to re-price its sales contracts for additional cost
inflation as and if incurred.  In addition, new product sales are
expected to add to gross margins.  On the cost side GPK continues
to pursue means to wring costs out of its mill system, which we
believe will visibly appear in the latter half of the year.

GPK ended 2006 with a debt to conventional EBITDA ratio of 6.6
times (x).  Fitch believes that in the current environment, GPK
will be able to end 2007 at below 6x.  Although not enough to
change the company's ratings, it builds on a stream of progress
that the company's management has promised.

GPK is the largest producer of CUK paperboard in North America and
is the successor to the 2003 merger of Graphic Packaging
International Corporation and Riverwood Holding Inc.  GPK is an
international manufacturer and supplier of folding cartons and
multi-pack beverage containers and paperboard containers for food
and other consumer products companies.


GREAT WINES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Great Wines International, Inc.
        363 West Sixth Street
        San Pedro, CA 90731

Bankruptcy Case No.: 07-15867

Type of Business: The Debtor sells wine.  See
                  http://www.greatwinesintl.com/

Chapter 11 Petition Date: April 30, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Gary S. Jacobson, Esq.
                  Herold and Haines, P.A.
                  25 Independence Boulevard
                  Warren, NJ 07059-6747
                  Tel: (908) 647-1022, X117
                  Fax: (908) 647-7721

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rusty Lugli                                            $263,592
6495 Santa Rosa Road
Lompoc, CA 93436

S.W.D. Spanish Wine Group        disputed              $250,000
Interior Nave 14 Bis
Poligono Europolis
28.230 Las Pozas
Madrid, Spain

George Brown                                           $150,000
Tel: (425) 888-9830

Ruth Goldstein Revocable                                $94,000
Trust

Van Loveren Private Cellar                              $93,614

I.R.S.                                                  $86,177

Vijay Goli                                              $80,000

Jim Moran                        disputed               $67,440

Dee Weiner                                              $60,000

Alex Williams                                           $50,000
c/o Jon D. Cantor

Wines of Austria                                        $44,827

Casa Tamaya                                             $43,073

Wine Lourensford Lanzerac                               $40,258
Wines

Bethany Wines                                           $28,926

Employment Development                                  $27,977
Department

Jeff Fallon                                             $26,280

Dean Beaver                                             $25,000

Weston Benshoof                                         $25,000

Bob Stephensen                                          $23,000

Vergenoegn Wine Estate, Ltd.                            $22,488


GS MORTGAGE: S&P Places Low-Ratings on Three Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Trust 2007-GKK1's $633.7 million
commercial mortgage-backed securities pass-through certificates
series 2007-GKK1.

The preliminary ratings are based on information as of April 30,
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 securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 73 classes of
pass-through certificates taken from 46 CMBS transactions.

                     Preliminary Ratings Assigned

              GS Mortgage Securities Trust 2007-GKK1
    
                                 Preliminary   Recommended credit
    Class           Rating         amount           support (%)
    -----           ------       -----------    -----------------
    A-1             AAA         $380,192,000               40.000
    A-2             AAA         $139,403,000               18.000
    B               AA           $30,891,000               13.125
    C               A+           $11,881,000               11.250
    D               A             $5,545,000               10.375
    E               A-            $5,544,000                9.500
    F               BBB+          $6,337,000                8.500
    G               BBB           $6,336,000                7.500
    H               BBB-          $5,545,000                6.625
    J               BB           $11,881,000                4.750
    K               B            $11,089,000                3.000
    L               B-           $15,049,000                0.625
    M               NR            $3,960,621                0.000
     
                          NR -- Not rated.


HAROLD WILSON: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harold W. Wilson, Jr.
        Eva Zann Wilson
        257 CR 264
        Beckville, TX 75631

Bankruptcy Case No.: 07-60328

Chapter 11 Petition Date: May 1, 2007

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Amy Bates Ames, Esq.
                  Jason R. Searcy & Associates, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Power Funding, Ltd.              Judgment              $208,000
c/o Kit Haltom
12221 Merit Drive, Suite 1660
Dallas, TX 75251-2230

Internal Revenue Service         Payroll Taxes          $64,000
Austin, TX 73301

Otis Carroll                     Legal Fees             $50,000
6101 South Broadway, Suite 500
Tyler, TX 75703

Redfish Rental of Lake Charles   Judgment               $22,000

Washington Mutual                                        $7,100

Homestead Plus, Inc.             Judgment                $3,687

Applied Card Bank                                        $2,646

Cassity Jones, L.P.              Judgment                  $967

Providian Bancorp                                          $539

HSBC Bank N.V.                                             $117


HUGH BAILEY: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hugh E. Bailey
        8999 Hidden Pine Street
        Parkland, FL 33067
        Tel: (954) 260-1853

Bankruptcy Case No.: 07-12952

Chapter 11 Petition Date: April 24, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Everett A. Smith, Esq.
                  111 North Pine Island Road, Suite 105
                  Plantation, FL 33324
                  Tel: (954) 693-3566

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Commerce Bank                    loan guarantee        $450,000
407 Lincoln Road,
Suite 10D
Miami Beach, FL 33139

Internal Revenue Service         trust fund taxes       $50,000
Stop 5730/5760
P.O. Box 17167
Fort Lauderdale, FL 33318

B.M.V. Financial Services        car loan               $22,622
5515 Park Center Circle
Dublin, OH 43017

Suntrust Bank                    co-signer on loan      $18,512

Bank of America                  credit card             $6,389
                                 purchases

Affiliated Acceptance Corp.      GYM subscription           $25


INTERPUBLIC GROUP: S&P Junks Rating on $525 Mil. Preferred Stock
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC' rating to the
$525 million 5-1/4% Series B cumulative convertible perpetual
preferred stock of The Interpublic Group of Cos. Inc.

The new rating is three notches below the 'B' corporate credit
rating on the company.  The securities were originally issued in a
Rule 144A private placement on Oct. 24, 2005.  Interpublic
recently filed a registration statement with the SEC that will
enable securityholders to resell their shares.

"The positive outlook on Interpublic's ratings reflects the
company's progress in resolving its internal control problems and
its recent success in stemming revenue and EBITDA declines," said
Standard & Poor's credit analyst Deborah Kinzer, "although we
expect margins and cash flow to remain weak in the intermediate
term."

Ratings Assigned

The Interpublic Group of Cos. Inc.

Preferred stock         CCC


JESSE TIPTON: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jesse Allen Tipton
        aka Jess Tipton
        fdba Carolina Tool & Engineering
        220 Stone Oak Court
        Spartanburg, SC 29303

Bankruptcy Case No.: 07-02110

Chapter 11 Petition Date: April 23, 2007

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Joseph T. Ryerson & Son          business debt         $104,461
Department AT40108               with potential
Atlanta, GA 31192                personal
                                 guarantee

Grand Investments, L.P.          business debt          $78,000
P.O. Box 11641                   with potential
Columbia, SC 29211               personal
                                 guarantee

Stephen E. Lipscomb              business debt          $60,000
P.O. Box 360                     with potential
Ballentine, SC 29002             personal
                                 guarantee

Quality Tool Supply              business debt          $46,688
Division of James H. Cross Co.   with potential
                                 personal
                                 guarantee

Travers Tool Company             business debt          $41,314
                                 with potential
                                 personal
                                 guarantee

Dixie Tool                       business debt          $24,660
                                 with potential
                                 personal
                                 guarantee

Ervin Hendricks                  business debt          $22,000
                                 with potential
                                 personal
                                 guarantee

Small Business Systems           business debt          $18,800
                                 with potential
                                 personal
                                 guarantee

F.D. Hurka                       business debt          $16,300
                                 with potential
                                 personal
                                 guarantee

Chatham Steel                    business debt          $15,774
                                 with potential
                                 personal
                                 guarantee

Sisken Steel & Supply Co.        business debt          $13,848
                                 with potential
                                 personal
                                 guarantee

The Moye Company                 business debt          $13,484
                                 with potential
                                 personal
                                 guarantee

B2B Computer Products            business debt          $10,822
                                 with potential
                                 personal
                                 guarantee

J&L Industrial Supply            business debt          $10,300
                                 with potential
                                 personal
                                 guarantee

Piedmont Fork Lift, Inc.         business debt          $10,013
                                 with potential
                                 personal
                                 guarantee

UGINE                            business debt           $9,781
                                 with potential
                                 personal
                                 guarantee

Weldors Supply House             business debt           $9,673
                                 with potential
                                 personal
                                 guarantee

C.M.T., Inc.                     business debt           $6,547
                                 with potential
                                 personal
                                 guarantee

Southern Design Services, Inc.   business debt           $5,988
                                 with potential
                                 personal
                                 guarantee


JOHN TADDEI: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John A. Taddei
        109 Parkview Circle
        Media, PA 19063

Bankruptcy Case No.: 07-12416

Chapter 11 Petition Date: April 25, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: David R. Black, Esq.
                  Black, Stranick & Waterman, L.L.P.
                  327 West Front Street
                  P.O. Box 168 Media, PA 19063
                  Tel: (610) 566-8500

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
International Fidelity           debtor's            $1,069,000
Insurance Company                residence
One Newark Center                located at:
Newark, NJ 07102                 109 Parkview
                                 Circle, Media,
                                 PA 19063
                                 real estate
                                 located at:
                                 17 South Jerome
                                 Avenue, Margate,
                                 NJ 08402; value
                                 of security:
                                 $700,000; value
                                 of senior lien:
                                 $670,974

Mortgage Electronic              real estate           $201,908
Registration Systems             located at:
1270 Northland Drive,            57 Penn Avenue,
Suite 200                        Pottstown, PA
Saint Paul, MN 55120             19464

CitiCapital Commercial Corp.                           $181,015
c/o Farr, Burke, Gambacorta &
Wright, P.C.
1000 Atrium Way, Suite 401
Mount Laurel, NJ 08054

Commerce Ban                     construction          $116,932
200 Lancaster Avenue             equipment
Devon, PA 19333                  (backhoe,
                                 bulldozer,
                                 excavation
                                 trucks)

Elliot & Frantz, Inc.            vendor debt            $48,295


Harleysville National Bank &                            $40,000
Trust Co.

Mabey Bridge & Shore, Inc.       real estate            $28,232
                                 located at:
                                 57 Penn Avenue,
                                 Pottstown, PA
                                 19464; value of
                                 senior lien:
                                 $201,908

Ford Motor Credit Corporation    auto financing          $9,023
                                 deficiency

General Motors Acceptance        auto financing          $6,468
Corp.                            deficiency


JOHN WHEWELL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: John Albert Whewell
        598 B Massey Lane
        Jacksonville, IL 62650

Bankruptcy Case No.: 07-70836

Chapter 11 Petition Date: April 25, 2007

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Michael J. Logan, Esq.
                  837 South 4th Street
                  Springfield, IL 62703
                  Tel: (217) 522-8880

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

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


LARRY MOORE: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larry Jerome Moore
        207 Winter Avenue
        Atlanta, GA 30317

Bankruptcy Case No.: 07-66957

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Sims W. Gordon, Jr., Esq.
                  Gordon & Boykin
                  1180 Franklin Road Southeast, Suite 101
                  Marietta, GA 30067
                  Tel: (770) 612-2626
                  Fax: (770) 612-2627

Total Assets: $2,247,124

Total Debts:  $1,637,332

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Personal Income         $231,557
Centralized Insolvency           Taxes
Operations
P.O. Box 21126
Philadelphia, PA 19114-0326

Home Depot Credit Services       Consumer Purchases       $14,055
Des Moines, IA 50364-0000

American Express                 Consumer Purchases       $11,896
P.O. Box 2987812
Fort Lauderdale, FL 33329

Asset Acceptance, LLC            Consumer Purchases       $18,228

FNBO                             Consumer Purchases        $7,522

Benny Crane                      Personal Loan             $6,000

Johnnie M. Moore                 Personal Loan             $5,000

Booker T. Swanson                Personal Loan             $3,000

Clarence E. White                Personal Loan             $3,000

Sherina Clough                   Realtor Services          $2,820

Charlie Stanford                 Personal Loan             $2,000

Georgia Natural Gas Company      Natural Gas Service         $310


LEXINGTON PRECISION: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------------
Ernst & Young LLP, in Cleveland, Ohio, reported conditions that
raise substantial doubt about Lexington Precision Corporation's
ability to continue as a going concern after auditing the
company's financial statements at Dec. 31, 2006, and 2005.  The
conditions that Ernst & Young reported were:

     -- The company failed to pay quarterly interest payments that
        were due on its Senior Subordinated Notes on Nov. 1, 2006,
        and Feb. 1, 2007, resulting in substantially all of the
        company's debt to be in default as of Dec. 31, 2006.

     -- As of Feb. 28, 2007, the company failed to comply with a
        fixed charge coverage ratio covenant that is contained in
        its secured borrowing arrangements.

     -- On April 5, 2007, the company was notified that the
        company's ability to borrow under its revolving line of
        credit will be terminated after May 7, 2007.  The company
        has been unwilling to agree to the terms proposed by the
        secured lenders.

     -- On April 6, 2007, the company received a notice of
        acceleration demanding immediate payment in full of a
        portion of the obligations due under its real estate term
        loan from an entity that holds $4,000,000 of the loan.

     -- The company has a working capital deficiency and a
        stockholders' deficit.

For the year ended Dec. 31, 2006, the company had a net loss of
$7,349,000 on net sales of $87,901,000, as compared with a net
loss of $3,783,000 on net sales of $96,842,000 for the year ended
Dec. 31, 2006.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $54,440,000 and total liabilities of $83,431,000,
resulting in a total stockholders' deficit of $28,991,000.

The company recorded a negative working capital of $61,989,000,
from total current assets of $20,222,000 and total current
liabilities of $82,211,000 as of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e43

                       Forbearance Agreement

On March 9, 2007, the company agreed in principle with holders of
97.1% of the Senior Subordinated Notes upon the terms of a
forbearance agreement in an attempt to remedy the payment defaults
that now exist on the Senior Subordinated Notes.  The forbearance
agreement would provide that:

    (1) no payments would need to be made on the Senior
        Subordinated Notes as long as the forbearance agreement is
        in effect; and

    (2) interest on the Senior Subordinated Notes and on past due
        and unpaid interest thereon would accrue at 16% per annum,
        compounded quarterly, during the period from March 9,
        2007, to the date six months following the execution of
        the forbearance agreement.

The forbearance agreement has not been signed because the company
has not yet been able to resolve the cross-default and covenant
default on the secured debt.  

                        Bankruptcy Warning

The company stated in its annual report for the year 2006 that if
it were unable to restructure, refinance, or repay its secured
debt and Senior Subordinated Notes within the six-month
forbearance period and were unable to extend the forbearance
period, it likely would seek protection under chapter 11 of the
federal Bankruptcy Code in order to permit the company to continue
to operate its business in an orderly fashion until a
restructuring or refinancing of its indebtedness could be
consummated.

                         Outlook for 2007

During the third and fourth quarters of 2006, the company
experienced a significant decrease in sales of automotive
components.  It expects sales to automotive customers to improve
during 2007, although it expects sales to automotive customers
during the first quarter of 2007 to remain significantly below the
first quarter of 2006.

The company is actively pursuing one or more alternatives,
including, a refinancing of the company's current indebtedness; a
sale of assets of the company; and a sale of the company.  The
company is retaining the services of W.Y. Campbell & Company, a
Detroit-based investment-banking firm to assist it in its efforts.

                     About Lexington Precision

Lexington Precision Corporation (OTC BB: LEXP) manufactures rubber
and metal components that are sold to other manufacturers
primarily in the U.S.  The company operates in two segments,
Rubber Group and Metals Group. The Rubber Group manufactures
connector seals used in automotive wiring systems and insulators
used in automotive ignition wire sets.  The Metals Group
manufactures machined components from aluminum, brass, and steel
bars.


LIFEPOINT HOSPITALS: Fitch Holds Issuer Default Rating at BB-
-------------------------------------------------------------
Fitch Ratings has affirmed these ratings for LifePoint Hospitals
Inc.:

    -- Issuer Default Rating 'BB-';
    -- Secured bank credit facility 'BB-';
    -- Senior subordinated convertible notes 'B'.

The Rating Outlook is Stable.

LifePoint's ratings continue to reflect the sustainability and
successful execution of the company's rural-focused business
model, strong EBITDA margins and steady free cash flow balanced
against continued relatively high debt levels and persistent
industry pressures.

LifePoint has continued to improve credit metrics through EBITDA
generation and minor debt reduction; however, Fitch expects the
company will return to the acquisition market now that the
Province hospitals integration is essentially complete.  With
other industry players taking themselves out of the buying market,
it is likely that LifePoint will complete some level of
acquisitions in 2007.  Further concerns for the credit profile are
the persistent industry trends of stagnant volumes and growing bad
debt.  LifePoint continues to have a relatively conservative bad
debt reserving methodology, allowing for confidence that costs
associated with uninsured patient volumes are likely accounted for
appropriately.  For the quarters ended March 31, 2007 and March
31, 2006, bad debt as a percent of revenue was 11.3% and 11.6%
respectively; however, adjusted bad debt as a percent of adjusted
revenue (adjusted for charity care) was 13.4% and 12.5%
respectively.  LifePoint is expecting 1%-2% admissions growth for
the year; however in the first quarter of 2007, the company
achieved 0.4% same-store admissions growth.

LifePoint had debt of $1,656.2 million outstanding at March 31,
2007, with $170 million available under the credit facility and
$32.9 million balance sheet cash.  The credit agreement for the
$1,750 million bank facility maturing 2012 ($1,450 million T/L B,
and $300 million revolver) and the indenture for the $225 million
convertible subordinated notes both contain change of control
provisions.  The bank indenture also includes limitations on
additional debt and other transactions and contains financial
covenants allowing for minimum interest coverage of 3.5 to 1 and
maximum leverage of 4.5 to 1, along with limitations on capital
expenditures of no more than 10% of revenues.

Latest 12 months (LTM) ended March 31, 2007 EBITDA was $463
million, with leverage (Total Debt/EBITDA) of 3.6 times (x) and
interest coverage (EBITDA/Total Gross Interest) of 4.3x. LTM free-
cash-flow (cash flow from operations less capital expenditures and
dividends) was $73.2 million at March 31, 2007.

Fitch expects continued improvements in credit metrics throughout
2007, with acquisition activity in the back half of 2007,
predominantly cash funded.

LifePoint operates a portfolio of 51 general, acute care hospitals
in non-urban communities.  Forty seven of the company's hospitals
are the sole community hospital provider in their respective
markets.


LPATH INC: Losses Prompt LevitZacks' Going Concern Doubt Opinion
----------------------------------------------------------------
LevitZacks CPAs cited several factors that raise substantial doubt
about Lpath Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The factors were the company's significant cash losses
from operations since inception and the company's expectation to
continue to incur cash losses from operations in 2007 and beyond.  

For the year ended Dec. 31, 2006, the company incurred a net loss
of $5,604,743, as compared with a net loss for the year ended Dec.
31, 2005, of $2,796,773.  For the year 2006, the company had grant
revenues of $511,862, as compared with grant revenues for the year
2005, of $743,273.

As of Dec. 31, 2006, the company listed total assets of $2,354,235
and total liabilities of $795,459, resulting in a total
stockholders' equity of $1,558,776.  Accumulated deficit stood at
$13,076,057 as of Dec. 31, 2006.

Since Lpath's inception, its operations have been financed through
the private placement of equity and debt securities.  Through
Dec. 31, 2006, the company received net proceeds of about
$12,600,000 from the sale of shares of preferred stock and common
stock and from the issuance of convertible promissory notes.  As
of Dec. 31, 2006, the company had cash and cash equivalents
totaling about $1,400,000.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e42

                         Recent Financing

On April 6, 2007, Lpath received gross proceeds of $13,898,741 in
the first closing of a private placement of shares of common stock
and warrants.   The investors in this transaction have committed
to invest a total of $16,847,000 in Lpath's Class A common stock.  
Each investor also received warrants to purchase the number of
shares of Class A common stock equal to 35% of the number of
common shares purchased in this financing.  This resulted in the
issuance of warrants to purchase a total of 5,120,590 shares of
Class A common stock in this transaction.  The warrants are
exercisable at a price of $1.05 per share, and expire on April 6,
2012.  Before the second closing can take place Lpath's
stockholders must vote to authorize an increase in the total
number of authorized shares of Class A common stock and the total
number of shares available for issuance under the 2005 Plan.  The
stockholders vote is expected to take place before June 30, 2007.

                           About Lpath

Headquartered in San Diego, Calif., Lpath Inc., formerly Lpath
Therapeutics Inc., (OTC BB: LPTN) -- http://www.lpath.com/--  
operates as a drug discovery company in the U.S.  The company
develops therapeutics for diseases, which involve changes in the
activity and production of sphingolipids.


MARINER ENERGY: Completes $300MM Senior Unsecured Notes Offering
----------------------------------------------------------------
Mariner Energy Inc. closed its offering of $300 million of
8% senior unsecured notes due 2017.  The notes were sold in an
underwritten public offering at par.  Mariner used the net
proceeds from the offering to repay debt under its secured bank
credit facility.  

Interest is payable May 15 and November 15 of each year.  The
first interest payment will be made on Nov. 15, 2007 and will
consist of interest from closing to that date.  Delivery of the
notes is expected to occur on April 30, 2007.
    
J.P. Morgan Securities Inc. acted as sole book-running manager of
the offering.

Headquartered in Houston, Texas, Mariner Energy Inc. (NYSE: ME --
http://www.mariner-energy.com/--, is engaged in the exploration
and production of oil and gas primarily in the Gulf of Mexico and
West Texas.

As reported in the Troubled Company Reporter on April 26, 2007,
Moody's assigned a B3 rating to Mariner Energy Inc.'s proposed
offering of at least $200 million of senior unsecured notes (the
proceeds of which will be used to repay secured revolver
borrowings) and affirmed the company's B2 corporate family rating.


MARSHALL HOLDINGS: Madsen & Associates Raises Going Concern Doubt
-----------------------------------------------------------------
Madsen & Associates CPA's Inc. raised substantial doubt about the
ability of Marshall Holdings International Inc. to continue as a
going concern after auditing the company's financial statements as
of Dec. 31 2006.  The auditing firm pointed to the company's need
of an additional working capital for its planned activity and to
service its debt.

Marshall had a net loss of $3,735,237 for the year ended Dec. 31,
2006, as compared with a net loss of $903,728 in 2005.  Marshall
had a loss from operations of $3,149,818 in 2006, as compared with
a loss from operations of $2,316,178 in 2005.  Marshall's
substantial increase in losses from operations and net losses were
attributable to a significant increase in payments to consultants
both in cash and in stock for services as reported in selling,
general and administrative expenses.

Sales for the year ended Dec. 31, 2006, increased to $3,757,181
from sales of $769,759 for the year ended Dec. 31, 2005.  The
increase in sales was primarily due to the acquisition of Marshall
Distributing wholesale natural products distributor and the
activation of Marshall Corporate Administration Inc, formerly
Gateway Corporate Administration Inc.

As of Dec. 31, 2006, the company had total assets of $12,433,767
and total liabilities of $12,046,882, resulting in a total
stockholders' equity of $386,885.  Accumulated deficit as of Dec.
31, 2006, stood at $23,111,161, up from $19,775,923 as of Dec. 31,
2005.

                  Liquidity and Capital Resources

For fiscal year 2006, Marshall's working capital increased to a
positive $388,000 at Dec. 31, 2006 from a positive $289,000 at
Dec. 31, 2005.  This increase was primarily attributable to the
acquisition of Marshall Distributing that had a substantial amount
in inventory.  Cash, cash equivalents and marketable securities
totaled $61,083 at Dec. 31, 2006, as compared with $93,305 at
Dec. 31, 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e27

                      Changes in Accountants

On Feb. 27, 2007, the company terminated Lawrence Scharfman, CPAPC
as the principal accountant engaged to audit the company's
financial statements and replaced them with Madsen & Associates,
CPA's Inc.

Lawrence Scharfman audited the company's financial statements for
the year ended Dec. 31, 2005 and raised substantial doubt about
the company's ability to continue as a going concern.

Madsen & Associates served as the company's independent auditors
for the fiscal year ended Dec. 31, 2004, and 2003.  The decision
to change accountants was recommended and approved by the
company's Board of Directors.

The company reported that there have not been any disagreements
between the company and Lawrence Scharfman CPAPC during the recent
fiscal year and any subsequent interim period through Feb. 27,
2007.

                      About Marshall Holdings

Marshall Holdings International Inc. fka Gateway Distributors
Ltd., (MHII.OB) provides nutritional supplementation in the U.S.
and Canada, as well as in Russia and Indonesia.  Its nutritional
products include Body Gard with Lactoferrin, Femme, Fulvic Factor,
Lifetonic, LifeZymePlus, Master Formula powder and capsules,
Natural Immunity, Superfood powder and capsules, and Vibrant 9
skin care product.  Its products are not intended to diagnose,
treat, cure or prevent any disease.


MATERIALS HOLDING: S&P Revises Outlook to Negative from Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Building
Materials Holding Corp to negative from stable.  At the same time,
S&P affirmed its 'BB' corporate credit and senior secured ratings
for the San Francisco-based company.

"The outlook revision was prompted by our concerns that depressed
residential construction markets will continue to cause weaker-
than-expected financial performance," said Standard & Poor's
credit analyst John Kennedy.  "Credit measures for the 12 months
ended March 31, 2007, remained strong, and we have already
factored a cyclical downturn into our ratings.  However, if
markets worsen, credit measures could weaken even further than we
anticipate, potentially to levels inconsistent with the current
rating."

BMHC is a leading construction services and building materials
supply company primarily focused in the western and southern U.S.

Mr. Kennedy said, "We could lower the ratings if the housing
market downturn becomes more severe and results in debt leverage
greater than 4x.  We could revise the outlook to stable if end
markets begin to gradually recover late in 2007 and if we believe
the company will maintain sufficient average credit protection
measures for the current rating category."


MAVERICK OIL: Completes Sale of Interest in Barnett for $22.5 Mil.
------------------------------------------------------------------
Maverick Oil and Gas Inc. has completed the sale of its interest
in the Barnett Shale project for proceeds, net of the company's
interest in the project, of approximately $22.5 million.  After
the payment of expenses of the transaction and project related
expenses, the company expects to yield net proceeds from the sale
of approximately $20.5 million.

On March 2, 2007, the company has signed a Purchase and Sale
Agreement for the sale of its interest in Barnett Shale properties
in Wise County, Texas for $22.5 million.

The holders of the company's outstanding debentures originally
required the closing to occur on or before Feb. 28, 2007.  
However, they have agreed to extend this timeframe until the
actual closing date without any penalties.  

Principally all of the net proceeds from the sale will be used to
repay a portion of our outstanding convertible debentures, subject
to the establishment of a temporary reserve to cover any customary
post-closing adjustment items.  The remainder of the net proceeds
will be used for working capital.

This sale was required as part of the company's earlier
convertible debenture financings.  The company is in discussions
with these debenture holders to restructure the remainder of the
company's outstanding indebtedness.

                    About Maverick Oil and Gas

Based in Fort Lauderdale, Florida, Maverick Oil & Gas, Inc.
(OTCBB:MVOG) -- http://www.maverickoilandgas.com/-- is an early   
stage independent energy company engaged in oil and gas
exploration, exploitation, development and production.  The
company participates in these activities through the interests it
holds in oil and gas exploration and development projects in
Arkansas, Texas and Colorado.  The company's strategy is to
continue the development of its current exploration projects and
to expand its operations by acquiring additional exploration
opportunities and properties with existing production, taking
advantage of the industry experience of its management team and
modern techniques such as horizontal drilling and 3D seismic
analysis.

                       Going Concern Doubt

On Dec. 1, 2006, Malone & Bailey, PC, in Houston, Texas, raised
substantial doubt about the ability of Maverick Oil and Gas to
continue as a going concern after auditing the company's the
accompanying consolidated balance sheets as of Aug. 31, 2006 and
2005 and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the three
years then ended.  The auditing firm pointed to the company's
recurring losses.


MEDRAN INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Medran Investment Corp.
        aka Dos Hermanos Mexican Kitchen & Cantina
        8126 Broadway Street
        Pealand, TX 77581

Bankruptcy Case No.: 07-32901

Type of Business: The Debtor operates a Mexican-themed restaurant.

Chapter 11 Petition Date: April 30, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Richard Hurder, Jr., Esq.
                  3405 Edloe Suite 200
                  Houston, TX 77027
                  Tel: (713) 785-3311

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.


MICHAEL DUGGAN: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael Charles Duggan
        3939 Shelter Glen Way
        Santa Rosa, CA 95404

Bankruptcy Case No.: 07-10475

Chapter 11 Petition Date: April 26, 2007

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Craig A. Burnett, Esq.
                  537 4th Street, Suite A
                  Santa Rosa, CA 95401
                  Tel: (707) 523-3328

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
I.R.S.                           income taxes           $21,700
P.O. Box 21125
Philadelphia, PA 19114

Providian                        credit card             $9,772
P.O. Box 660548
Dallas, TX 75266

Beneficial H.S.B.C.                                      $8,673
913 Lakeville Highway
Petaluna, CA 94952

Chase                            credit card             $6,529

Chase                            credit card             $4,965

Chase                            credit card             $4,920

Discover                         credit card             $1,909

Bill-Me-Later                    credit card             $1,249


MISTERA MULUGETA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mistera Mulugeta
        9808 Darcy Forest Drive
        Silver Spring, MD 20910

Bankruptcy Case No.: 07-13701

Chapter 11 Petition Date: April 23, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Brett Weiss, Esq.
                  18200 Littlebrooke Drive
                  Olney, MD 20832
                  Tel: (301) 924-4400
                  Fax: (301) 570-3025

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


NARINDER GUPTA: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Narinder K. Gupta
        602 Senator's Ridge Drive
        Dallas, GA 30132

Bankruptcy Case No.: 07-41020

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: James R. McKay, Esq.
                  Fuller & McKay
                  P.O. Box 1654
                  Rome, GA 30162-1654
                  Tel: (706) 295-1300

Total Assets: $3,039,888

Total Debts:  $1,664,913

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
BB&T                                       $550,000
P.O. Box 580362
Charlotte, NC 28258

Bank of America                             $93,971
P.O. Box 17322
Baltimore, MD 21207-1322

American Honda Finance                      $38,000
P.O. Box 1027                              Secured:
Alpharetta, GA 30009-1027                   $19,260

Home Depot Processing Center                $16,069

Card Services                                $9,352

Zions Bank                                   $8,273

Discover                                     $7,695

Bankcard Center                              $5,395

Capital One Bank                             $5,236

Washington Mutual Card Services              $4,955

First Charter Bank                          $40,000
                                           Secured:
                                            $38,766

G.E. Money Bank                                $525


NEW CENTURY: Employees Asks Appointment of Beneficiaries Committee
------------------------------------------------------------------
Gregory J. Schroeder, Michelle Parker, Martin Warren, Steve
Holland, and Nabil Bawa -- current and former employees of one or
more of New Century Financial Corporation and its debtor-
affiliates -- ask the U.S. Bankruptcy Court for the District of
Delaware to direct the United States Trustee to appoint an
official committee consisting of beneficiaries of the New Century
Financial Corporation Deferred Compensation Plan and the New
Century Financial Corporation Supplemental Executive
Retirement/Savings Plans.

Joseph H. Huston, Jr., Esq., at Stevens & Lee, P.C., in
Wilmington, Delaware, tells the Court that the Official Committee
of Unsecured Creditors appointed by the U.S. Trustee will not
adequately represent the interests of current and former
employees or the hundreds of other plan beneficiaries.

The Creditors Committee is dominated by large, sophisticated
financial institutions that willingly made loans and other
financial accommodations to the Debtors -- creditors whose
interests are vastly divergent from the plan beneficiaries'
interests, Mr. Huston points out.

On the critical issue of ownership and control of plan assets,
the interests of the Creditors Committee and the beneficiaries
will be directly adverse, Mr. Huston asserts.

Moreover, many of the beneficiaries have potential claims that
are not sufficiently large to justify incurring the personal time
and expense or professional fees that would be required for any
sort of meaningful participation in the Debtors' Chapter 11
cases, Mr. Huston maintains.

The current and former employees relate that as of the Petition
Date, the Debtors owed them on account of mandatory and elective
deferrals of compensation into the plan:

              Schroeder                  $876,721
              Parker                      403,000
              Warren                      912,000
              Holland                     400,000
              Bawa                         60,000

In general, certain of the Debtors' employees were required to
contribute a portion of their bonus compensation to the plan.  In
addition, enrolled employees were also able to make elective
deferrals, up to specified percentages of their total
compensation, and the Debtors were required to make certain
matching contributions.

However, the majority of the contributions to the plans were made
by the employees from their own earned funds, not the Debtors,
Mr. Huston tells the Court.  Over 570 current or former employees
made contributions to the plan aggregating over $40,000,000.

The funds in the plan were initially contributed to a trust that
the Debtors designated as grantor or "rabbi" trust.  Upon
information and belief, the funds are currently held in a
segregated account at Wells Fargo Bank, N.A., and the plan has
been funded to 110% of the claims against it.

If a committee is appointed, its tasks can and would be
coordinated with those of the Creditors Committee to ensure
minimal overlap on issues of common interest, Mr. Huston 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. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NEW CENTURY: Selects CDG as Compensation Specialist
---------------------------------------------------
New Century Financial Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Compensation Design Group, Inc., as their
compensation specialist, effective as of April 2, 2007.

CDG's core focus is providing compensation consulting through the
design and management of compensation, benefits and human
resource programs.  CDG's professionals have particular expertise
in, among others, working with executive compensation; wage and
salary determination and administration; sales and marketing
compensation; incentive compensation and performance management;
performance appraisal and development; and surveys on
compensation and organizational practices within specialized
industries, relates Monika L. McCarthy, senior vice president &
assistant general counsel of the Debtors.

The Debtors hired CDG as their compensation specialist on
March 9, 2007, for the purpose of providing assistance in
connection with total compensation arrangements or general
compensation services.  By separate agreement, CDG was also
retained to provide assistance to the Board of Directors, by
providing consulting services concerning executive and Board
compensation arrangements.

Ms. McCarthy says that CDG is familiar with the Debtors'
compensation and incentive program.  Since the Petition Date, CDG
professionals have worked closely with the Debtors' senior
management, financial staff and other professionals.

As the Debtors' compensation specialist, CDG will provide, among
others:

    -- analysis and review of executive pay issues;

    -- analysis, review and assistance with unwinding Debtors'
       long-term incentive plans;

    -- analysis and review, as necessary, of all of the Debtors'
       compensation and benefit plans;

    -- analysis and review of the Debtors' Board of Directors'
       compensation plans;

    -- at the Debtors' request, advise the Debtors with regard to  
       remaining workforce salary and benefit issues, and key
       employee incentive and retention plans; and

    -- other services that are customary in engagements of this
       type and as may be reasonably agreed upon by the Debtors
       and CDG.

Ms. McCarthy assures the Court that the services rendered by CDG
will not duplicate the services to be rendered by any other
professionals retained by the Debtors in their Chapter 11 cases.

CDG will receive a $50,000 monthly fee in connection with its
performance of the General Compensation Services, and a $10,000
monthly fee in connection with its performance of the Executive
Compensation Services.  To the extent that CDG is asked to
provide assistance outside the scope of services set forth in the
engagement letters, CDG will be paid for the additional services
based on its normal hourly rates.

The firm's rates are:

              Frank B. Glassner              $700
              Jason Taylor                   $500
              Principal               $225 - $425
              Senior Consultant       $200 - $325
              Consultant              $150 - $250
              Associates              $100 - $200

The Debtors will reimburse CDG for all reasonable out-of-pocket
expenses incurred in connection with the engagement.

CDG will also receive an administrative overhead charge equal to
14% of the professional fees to cover expenses, including
secretarial assistance, phone, copying and mailing expenses.

Mr. Glassner, chief executive officer of CDG, tells the Court
that the principals and professionals of CDG do not have any
connection with the Debtors, their creditors, or any other party-
in-interest and do not hold or represent an interest materially
adverse to the Debtors or their estates.

Mr. Glassner attests that CDG is a "disinterested person", as the
term is defined in Section 101(14) of the Bankruptcy Code.  CDG
also represents or holds no interest adverse to the interests of
the estates wit respect to the matters upon which it is to be
employed.

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

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NEW CENTURY: Four Parties Balk at Sale of Access Lending Business
-----------------------------------------------------------------
Four parties-in-interest ask the U.S. Bankruptcy Court for the
District of Delaware to deny New Century Financial Corporation and
its debtor-affiliates' request for the sale of substantially all
of the assets of New Century Warehouse Corp. to Access Holdings
Corporation because, among other reasons, the Court does not have
jurisdiction to approve the sale.

New Century Warehouse's assets include Access Lending Corporation,
which New Century Warehouse acquired in February 2006.

Access Lending finances residential mortgage loans originated by a
network of mortgage originators and other smaller financial
institutions.  Access Lending provided financing to the loan
originators that was, in turn, used to fund the loans provided to
individual borrowers who were customers of the loan originators.  
Access Lending obtained its financing from three warehouse lenders
who entered into various receivables purchase agreements, credit
agreements and repurchase agreements.

                           Goldman Sachs

Goldman Sachs Mortgage Company relates that New Century
Warehouse, as a non-debtor, may exercise its business judgment to
sell some or all of its assets to Access Holdings or other
buyers, subject to general non-bankruptcy law standards.

However, it is beyond scope of the Court's jurisdiction to
approve the proposed sale agreement and transactions, and to make
protective findings in support of the proposed sale, Christopher
A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers,
LLP, in Wilmington, Delaware, says.

The Debtors can properly seek an order under Section 363 of the
Bankruptcy Code approving their decision to support the sale by
New Century Warehouse, Mr. Ward avers.

Mr. Ward asserts that the sale of certain assets by one non-
Debtor to another non-Debtor is simply outside the Court's
purview.  The mere fact that Access Holdings has imposed
Bankruptcy Court approval of the transaction as a condition to
the sale does not change the conclusion, he maintains.

According to Mr. Ward, although the Debtors state that the
proposed sale does not affect the claims or rights between New
Century Warehouse or the Debtors, on the one hand, and GSMC, on
the other hand, New Century Warehouse has failed to respond to
GSMC's repeated requests for information regarding the location
of certain mortgage loans the GSMC owns, which mortgage loans New
Century Warehouse has failed to deliver to GSMC pursuant to a
Warehouse Repurchase Agreement between New Century Warehouse and
GSMC.

                           Deutsche Bank

Deutsche Bank National Trust Co. is a national banking
association that acts as the main trustee for the Debtors'
mortgage loan Securitization transactions.  It also serves as
document custodian for a number of warehouse lending facilities,
pursuant to which New Century Financial Corporation, or one of
its direct or indirect subsidiaries, borrowed funds from various
financial institutions to finance its business.  Deutsche Bank
serves as custodian for the warehouse facility with GSMC.

Deutsche Bank believes that the Debtors' request exceeds the
Court's authority because the proposed sale is of the assets of a
non-debtor entity.

Moreover, there has not been sufficient time to determine whether
the terms of the proposed sale are fair, reasonable and in the
best interests of the estate and its creditors, let alone fair to
the creditors of New Century Warehouse, doing business as Access
Lending, and its creditors, David B. Stratton, Esq., at Pepper
Hamilton, LLP, at Wilmington, Delaware, tells the Court.

The request does not provide any relevant financial information
concerning Access Lending from which creditors or the Court can
determine the extent of the assets that are proposed to be
transferred to the purchaser, Mr. Stratton notes.

At a minimum, certain protections should be afforded to the
parties to the disputed loans of GSMC, Mr. Stratton says.

Mr. Stratton suggests that if the Court decides to grant the
Debtors' request, it must be conditioned that Access Lending will
hold trust an amount not less than $7,318,000, which represents
approximately 101% of the purchase price of the affected loans in
a segregated interest-bearing account.

The Disputed Loan Reserve will be applied solely to (x) effect
the release of the loans to the third-party purchaser through
payment to GSMC or any other party with an interest therein; (y)
refund the purchase price, plus applicable pre-judgment interest
and costs, to the third-party purchaser or its desingee; or (z)
to the extent not needed to effect (x) and (y), to be remitted or
applied as otherwise directed by the Court.

Mr. Stratton adds that the Access Lending records to be
transferred to the purchaser be made available to the parties to
assist in resolving the Disputed Loans issues.

                           U.S. Trustee

The United States Trustee for Region 3 states that the property
is not an estate asset and the Bankruptcy Court lacks
jurisdiction to authorize the sale.

                        Creditors Committee

The Official Committee of Unsecured Creditors relates that the
Debtors have been providing the Creditors Committee with
additional information in order for the Creditors Committee to be
in a position to evaluate properly the merits of the proposed
sale.

The Creditors Committee object to the terms of the proposed sale
because the transaction contemplated in the asset purchase
agreement does not provide the estates with sufficient assurances
that the net recoveries to be realized from the sale will exceed
the likely net recoveries to be realized from a liquidation of
those assets.

Bonnie Glantz Fatell, Esq., at Blank Rome, LLP, in Wilmington,
Delaware, argues that $76,058 is an unacceptable minimum price
for the New Century Warehouse business and that the APA should be
amended to ensure that the minimum price is not less than
$5,000,000, which is the Creditors Committee's estimate of the
minimum liquidation value of New Century Warehouse based on the
information provided to it by the Debtors.

The minimum purchase price should also be evidenced by the buyer
issuing a promissory note to New Century Warehouse, secured by a
lien against and security interest in substantially all of the
buyer's assets, Ms. Fatell tells the Court.

In addition, the Debtors' request is overly broad and goes beyond
the scope of the Court's jurisdiction with respect to approving
the sale of a non-debtor subsidiary's assets, Ms. Fatell 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. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31,
2007.


OMNICARE INC: Earns $69.7 Million in Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
Omnicare Inc. reported financial results for its fourth-quarter
and full-year ended Dec. 31, 2006.

The company recorded a net income of $69.7 million for the quarter
ended Dec. 31, 2006, compared with $48.3 million for the same
quarter of the previous year.  Fourth quarter sales reached
$1.6 million as compared with $1.6 million in the same quarter of
the prior year.

Included in the results for the fourth quarter of 2006 are:

   a) expenses of approximately $4 million pretax, comprising
      temporary labor, administrative and operating costs incurred
      in connection with the implementation of the Medicare Part D
      drug benefit, as well as $1 million pretax, in expense
      related to the adoption of Statement of Financial Accounting
      Standards No. 123, "Share-Based Payment", effective Jan. 1,
      2006;

   b) reduced income tax expense for the fourth quarter of 2006 by
      approximately $5 million; and

   c) the unilateral reduction impact by the payment of
      UnitedHealth Group and its affiliates in the reimbursement
      rates, the total impact of this reduction in rates for 2006
      was approximately $68.2 million, this matter is currently
      the subject of litigation initiated by Omnicare in federal
      court in the Northern District of Illinois.

Net income was $183.6 million for the year ended Dec. 31, 2006,
compared with $226.5 million in the full-year 2005.  Sales reached
$6.5 million compared with $5.3 million in 2005.

The results for 2006 include:

   a) the impact on revenues of the deconsolidation of certain
      pharmacy joint ventures of $48 million with no impact on
      earnings;  

   b) temporary labor, administrative and operating costs related
      to the Medicare Part D transition of approximately
      $27.3 million Pretax; and  

   c) the $7.1 million pretax in expense related to the adoption
      of SFAS 123R, effective Jan. 1, 2006.

The company experienced certain quality control, fire damage and
environmental issues at one of its repackaging operations,
Heartland Repack Services.  As precautionary measure, the company
voluntarily suspended operations and subsequently decided not to
reopen the Heartland facility.  In order to replace the capacity,
the company ramped up production in its other repackaging
facility, well as onsite at its individual pharmacies for use by
their patients.  Omnicare has been and continues to meet the needs
of all of its client facilities and their residents, the company's
highest priority.  Addressing these issues, however, resulted in
increased costs, particularly in labor, materials, and
professional fees during the fourth quarter.  The company
maintains product recall, property and casualty and business
interruption insurance and the extent of insurance recovery for
these expenses continues under review by its outside advisors.

                        Financial Position

Cash flow from operations for the quarter ended Dec. 31, 2006
reflected a net use of cash of $104.2 million versus $88.2 million
in cash provided by operations in the comparable prior-year
quarter.  Cash flow from operations for quarter ended
Dec. 31, 2006 included payments of $101.3 million relating to two
government settlements well as litigation expenses, an unfavorable
impact of $9.7 million related to a broad-based slowdown in
payments from the Illinois Department of Public Aid and
$6.4 million in incremental cash costs related to the company's
Heartland repackaging operation.  Cash flow for the 2005 quarter
was favorably impacted by approximately $40 million from the
receipt of payments from Illinois Medicaid following its broad-
based slowdown in payments experienced throughout 2005.  This
favorable variance was partially offset by the cash portion of
special items paid during the 2005 quarter totaling $22.9 million.

Cash flow from operations for the full-year 2006 was
$108.5 million versus the $263.5 million in the full-year 2005.
The 2006 cash flow was impacted by the government settlements and
litigation expenses totaling $104.2 million and by $12.5 million
related to Heartland repackaging matters, partially offset by the
return of a $38.3 million deposit from one of the company's drug
wholesalers.   

During 2006, the company repaid $109 million in debt and at
Dec. 31, 2006, had $141.8 million in cash on its balance sheet.
Its total debt to total capital at Dec. 31, 2006 was 48.5%, down
approximately 280 basis points from Dec. 31, 2005.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $7.4 billion, total liabilities of $4.2 billion and total
stockholders' equity of $3.2 billion.

                        About Omnicare Inc.

Headquartered in Covington, Kenturcy, Omnicare Inc. (NYSE:OCR)
-- http://www.omnicare.com/-- provides pharmaceutical care for   
the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,090,000 beds in 47 states in
the United States and in Canada, making it the largest U.S.
provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 30 countries worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Moody's Investors Service lowered the debt ratings of Omnicare,
Inc. and Corporate Family Rating to Ba3 from Ba2.  The rating
outlook remains negative.


OMNOVA SOLUTIONS: Moody's Rates Proposed $150MM Senior Loan at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to OMNOVA Solutions
Inc.'s proposed $150 million guaranteed senior secured term loan
due 2014.  The term loan proceeds will partially refinance the
$165 million of outstanding senior secured notes due 2010 that
OMNOVA recently issued a tender offer for.  The rating outlook
remains positive.

A summary of the ratings:

OMNOVA Solutions Inc.

Rating assigned:

  * $150mm Gtd Sr Sec Term Loan Facility due 2014 -- B2, LGD3, 48%

Ratings affirmed:

  * Corporate family rating -- B2
  * Probability of default rating -- B2
  * $165mm 11.25% Sr Sec Global Notes due 2010 -- B3, LGD4, 64%

The ratings reflect the diversity of the company's end-markets and
customer base, and leading market shares within its niche markets.  
OMNOVA's financial performance has been improving over the last
two years and its leverage was reduced by the debt reduction that
accompanied the divestiture of the GenFlex Building Products
business.  The proposed refinancing will further strengthen its
credit metrics by reducing interest expense.  Nevertheless, the
company's cash flow has been and is expected to remain modest in
2007, a limiting factor in the rating.  In addition, OMNOVA's
product line is largely commodity-like and the company is exposed
to volatile raw materials, which can materially impact profit
margins, and to the US housing market, which has recently
weakened.

Moody's last rating action on OMNOVA's ratings was to move the
outlook to positive in November 2006.  The positive outlook
reflects Moody's expectation that the firm will continue to
improve its credit metrics, achieve top line growth and benefit
from moderating prices for its key raw materials and improving
EBITDA margins.  OMNOVA's ratings would likely be moved up if
industry conditions were supportive of an upgrade and OMNOVA was
able to sustain recent margins, reduce debt, make progress in
managing working capital, and generate free cash flow greater than
$20 million per year.

OMNOVA manufactures decorative and functional surfaces, emulsion
polymers and specialty chemicals.  The company operates in two
business segments, Decorative Products (approximately 37% of 2006
consolidated sales, excluding the divested building products
business), which makes commercial wallcoverings, coated fabrics
and decorative laminates, and Performance Chemicals, which
offerings include binders, coatings and adhesives for the paper
and carpet industries.  OMNOVA is the second- largest producer of
styrene butadiene latex in North America.  Headquartered in
Fairlawn, Ohio, OMNOVA was formed when it was spun-off from
GenCorp in 1999.  Revenues from continuing operations were $694
million for the LTM ended February 28, 2007.


ORBITAL SCIENCES: Earns $11.5 Million in Quarter Ended March 31
---------------------------------------------------------------
Orbital Sciences Corporation reported net income of $11.5 million
for the first quarter ended March 31, 2007, compared with net
income of $8.8 million for the same period ended March 31, 2006.

Orbital's first quarter revenues increased 19% to $228.2 million
in 2007, compared to $192.2 million in 2006.  The increase was
primarily due to a 21% increase in satellites and space systems
segment revenues largely driven by contract activity on NASA's
Orion program which began in late 2006.

The company's first quarter operating income rose 10% to
$17.5 million in 2007, as compared to $16 million in 2006.  This
growth was primarily due to a 38% increase in satellites and space
systems segment operating income that was mainly attributable to
the Orion program, in addition to growth in the segment's other
product lines.  

Commenting on Orbital's first quarter 2007 results, Mr. David W.
Thompson, chairman and chief executive officer, said, "Orbital
began 2007 with solid financial results in the first quarter,
posting strong revenue growth in each of our three reporting
segments.  The ramp-up of contract activity on NASA's Orion human
spacecraft program and expansion of commercial satellite
manufacturing work led the growth in the quarter."  Mr. Thompson
added, "With exceptional new order volume during the quarter,
which was highlighted by three firm commercial satellite awards,
we continue to be very optimistic about Orbital's outlook for
2007."

Interest expense for the first quarter of 2007 decreased to
$1.1 million compared to $3.1 million in the first quarter of 2006
as a result of the company's December 2006 debt refinancing
transaction.  Interest and other income increased to $3 million in
the first quarter of 2007, compared to $2.4 million in the first
quarter of 2006, attributable to higher interest income on short-
term cash investments.

The company reported free cash flow of $3.9 million for the first
quarter of 2007.  Orbital's unrestricted cash balance was
$207.1 million as of March 31, 2007.

At March 31, 2007, the company's balance sheet showed
$750.4 million in total assets, $337 million in total liabilities,
and $413.4 million in total stockholders' equity.

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?1e3c

                      Operational Highlights

In the first quarter of 2007, Orbital carried out two major space
missions and delivered several other rocket and satellite systems
for future deployment.  In March, Orbital successfully launched
two missile defense-related target vehicles, including an
aircraft-launched SRALT mission and a Minotaur II target vehicle
in support of advanced sensor testing by the U.S. Missile Defense
Agency.  The company also delivered two satellites for upcoming
space missions, consisting of NASA's AIM atmospheric science
satellite that is due to be launched in late April and the space
agency's Dawn spacecraft, Orbital's first planetary mission that
is scheduled for a late June launch.  The company delivered two
Orbital Boost Vehicle missile defense interceptors during the
quarter as well.

                      About Orbital Sciences

Orbital Sciences Corp. (NYSE: ORB) -- http://www.orbital.com/--   
develops and manufactures small rockets and space systems for
commercial, military and civil government customers.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Orbital Sciences Corp.'s $143.8 million 2.4375% convertible
subordinated notes due in 2027.


PAC-WEST TELECOMM: Case Summary & 29 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Pac-West Telecomm, Inc.
             1776 West March Lane, Suite 250
             Stockton, CA 95207

Bankruptcy Case No.: 07-10562

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      PWT Services, Inc.                         07-10563
      Pac-West Telecomm of Virginia, Inc.        07-10564
      PWT of New York, Inc.                      07-10565
      Installnet, Inc.                           07-10566
      US Net Solutions, Inc.                     07-10567

Type of Business: The Debtors provide switched local and long
                  distance telecommunications services.  See
                  http://www.pacwest.com/pacwest/index.shtml

Chapter 11 Petition Date: April 30, 2007

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Jeremy W. Ryan, Esq.
                  Saul Ewing, L.L.P.
                  222 Delaware Avenue
                  Wilmington, DE 19899
                  Tel: (302) 421-6805
                  Fax: (302) 421-5861

                        -- and --

                  Norman L. Pernick, Esq.
                  Saul, Ewing, Remick & Saul, L.L.P.
                  222 Delaware Avenue, Suite 1200
                  Wilmington, DE 19899
                  Tel: (302) 421-6824

Total Assets: $53,883,888

Total Debts:  $66,358,711

Debtors' Consolidated 29 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo Bank, N.A. as        13 1/2% senior     $38,991,696
Exchange Agent                   priority notes
Corporate Trust Services         due 2009
Sixth and Marquette
MAC N9303-12
Minneapolis, MN 55479
c/o Wells Fargo Bank, N.A. as   
Exchange Agent
Attention: Pac-West Telecomm
Administrator
Corporate Trust Services
Sixth and Marquette
MAC N9303-12
Minneapolis, MN 55479
Fax: 612-667-9825

Tekelec                          trade creditor        $175,973
3605 East Plano Parkway
Plano, TX 75074
c/o Tekelec
Karen Damari
5200 Paramount Parkway
Monisville, NC 27560
Tel: (919) 460-5521
Fax: (919) 460-0877

Liebert Global Services          trade creditor        $110,120
610 Executive Campus Drive
Westerville, OH 43082

Verizon CABS                     utility               $105,026

Law Office of                    trade creditor        $103,585
James M. Tobin, Inc.

AT&T                             utility                $85,000

Intertel Systems                 trade creditor         $78,258

Southern California Edison       utility                $69,250

Kutir Corp.                      trade creditor         $67,830

D.P. Air Corporation             trade creditor         $59,149

Pacific Gas & Electric           utility                $59,042

Integra Telecom                  trade creditor         $53,229

J.B.A. International             trade creditor         $52,360

Qwest Communications             utility                $52,000

Lucent Technologies, Inc.        trade creditor         $44,380

Agreeya Solutions                trade creditor         $38,674

A.R.I. North Valley Tech Center  landlord               $37,914

Verisign, Inc.                   utility                $36,000

M.C.I.                           utility                $32,500

Pics Telecomm Corp.              trade creditor         $32,460

Carlyle One Wilshire II, L.P.    landlord               $31,184

Nova Management, Inc.            trade creditor         $28,943

Puget Sound Refrigeration, Inc.  trade creditor         $26,117

Wisor Telecomm                   trade creditor         $25,125

Mid America Computer Corp.       trade creditor         $22,764

Verizon                          trade creditor         $22,500

Morrison & Foerster, L.L.P.      trade creditor         $22,492

Extensity Performance            trade creditor         $20,628
Management

Carr Electric                    trade creditor         $20,227


PACIFIC LUMBER: Wants Exclusive Plan Filing Date Moved to Sept. 18
------------------------------------------------------------------
Pacific Lumber and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Texas to extend
their exclusive periods to:

   (a) file a plan of reorganization through and including
       Sept. 18, 2007; and

   (b) solicit acceptances of that plan through and including
       Nov. 19, 2007.

The Debtors' exclusive right to file a Chapter 11 plan expires on
May 18, 2007.  Section 1121(b) of the Bankruptcy Code provides for
an initial 120-day period after the Petition Date during which a
debtor has the exclusive right to file a Chapter 11 plan.  Section
1121(c)(3) provides that if a debtor proposes a plan within the
exclusive filing period, it has a period of 180 days after the
Petition Date to obtain acceptances of the plan.

The Debtors have a complicated business with significant debt and
a diverse capital structure, Shelby A. Jordan, Esq., at Jordan,
Hyden, Womble, Culbreth, & Holzer, P.C., in Corpus Christi,
Texas, avers.

Ms. Jordan relates that as of Jan. 18, 2007, the Debtors have:

   -- taken extensive management, accounting and legal work
      and time commitments, together with their management,
      financial advisors and counsel;

   -- engaged in extensive litigation in the early part of their
      cases over the use of cash collateral, resulting in a
      series of interim cash collateral orders;

   -- are currently in the process of finalizing negotiations for
      a DIP loan;

   -- will soon be seeking the establishment of a general claims
      bar date and a bar date for governmental entities, to
      properly assess the claims asserted against them.

The initial stages of the Debtors' cases have been dedicated to
venue litigation, SARE litigation, Ad Hoc Committee litigation,
motions to define the Ad Hoc Committee and other posturing of the
constituencies, Ms. Jordan tells the Court.

However, the Debtors need more time to begin the Plan process,
Ms. Jordan asserts, in light of the recent re-constitution of the
Official Committee of Unsecured Creditors, the recent setting of
the Section 341 First Meeting of Creditors, the recent ruling on
the SARE Motion, and the need to assess all potential options
with respect to restructuring their debt consistent with that of
their affiliate, Scotia Pacific Company LLC.

A meaningful Chapter 11 plan must consider the value of the
Debtors' estates, which must be evaluated and determined in order
to propose a Chapter 11 plan.  It is unlikely that a confirmable
plan could be proposed in the Debtors' cases before the Debtors
has had an adequate opportunity to assess the full nature, extent
and value of their estates, Ms. Jordan says.

Furthermore, Ms. Jordan adds, the value of the Debtors' estates
will depend on the nature and success of the Debtors' business
plan, which is currently in the early stages of development.

Until these tasks are completed, a plan proposal would be
premature as it would lack critical information, Ms. Jordan
contends.  "Therefore, it would be premature for the PALCO
Debtors - or any other party in interest - to propose a plan of
reorganization at this time."

Ms. Jordan assures the Court that the Debtors' financial advisors
are working diligently to develop the necessary financial
information required as a basis for a plan of reorganization and
an accurate evaluation of the Debtors' business.

The complexity of the Debtors' businesses, assets and debt
structures also warrants an extension of the Exclusive Periods,
Ms. Jordan maintains.  "The large dollar amount of the Debtors'
secured claims, the regulatory and seasonal aspects of the
Debtors' operations and the contentious litigation surrounding
the Debtors' Chapter 11 cases each militate in favor of granting
an extension of the Exclusive Periods."

The Debtors assure the Court that they have been paying their
undisputed postpetition bills as they become due and thus,
maintain that the extension request would not disadvantage their
creditors.  Furthermore, the Debtors believe their cash flow will
continue to exceed expenses and that their assets exceed the
amount of debt, so that there will be sufficient equity to
satisfy all prepetition obligations.

The Debtors are not seeking an extension of the Exclusive Periods
to pressure creditors to submit to their reorganization demands,
Ms. Jordan clarifies.

                       About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  (Scotia/Pacific Lumber Bankruptcy News, Issue
No. 14, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Seeks Sept. 18 Extension of Plan Filing
--------------------------------------------------------------
Scotia Pacific Company LLC asks the United States Bankruptcy Court
for the Southern District of Texas to extend their exclusive
periods to:

   (a) propose and file a plan of reorganization through and
       including September 18, 2007; and

   (b) solicit acceptances of that plan through and including
       November 19, 2007.

Scotia Pacific's exclusive period to file a chapter 11 plan
expires on May 18, 2007.  Section 1121(b) of the Bankruptcy Code
provides a debtor the exclusive right to file a plan of
reorganization for an initial period of 120 days after the
commencement of its Chapter 11 case.

Section 1121(c)(3) of the Bankruptcy Code provides that if a
debtor files a plan of reorganization within the 120-day initial
period, a debtor has 180 days after the commencement of the
Chapter 11 case within which to solicit and obtain acceptances of
its plan, during which time competing plans may not be filed by
any party-in-interest.

Ms. Coleman emphasizes that Scopac's extension request is
warranted, as its business is a complicated commercial and
scientific enterprise.  An operational restructuring of Scopac's
business will require Scopac to devote considerable hours to
addressing issues inherent in its complex capital structure.

Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that Scotia Pacific Company LLC is serious about
engaging in an expedient reorganization and has made progress
towards that end.  Specifically, Scopac has:

   (i) invested hundreds of employee hours and spent substantial
       time with its financial advisors in preparing the detailed
       business plan that will serve as the foundation for a plan
       of reorganization;

  (ii) been heavily involved with significant investment of time
       and both employee and professional resources, in arranging
       for the valuation of Scopac's assets and enterprise; and

(iii) spent considerable time with its financial and legal
       advisors in considering any available alternative
       structures for a plan of reorganization.

However, Scopac is not in a position, at this time, to file a
confirmable plan of reorganization, Ms. Coleman tells the Court.

Since the Jan. 18, 2007, Scopac has been embroiled in contentious
disputes as to nearly every request they have brought before the
Court.  Many of these disputes have been potentially case-
dispositive, which include the venue transfer motion and the
single asset real estate motion.  The litigations impeded Scopac's
ability to focus on its reorganization, Ms. Coleman says.

Scopac also spent considerable time during the first two months of
its case arguing over its ability to use cash collateral.

Scopac's efforts to develop a plan was also hampered by numerous
challenges that premised that Scopac was not entitled to retain a
financial advisor.  As a result, Scopac's financial advisor was
unable to begin detailed analysis necessary to develop a plan
until its retention was approved, Ms. Coleman notes.

Scopac also faces a unique challenge that other debtors do not --
it operates in a regulatory environment that applies only to
Scopac, and any plan of reorganization will reflect hundreds of
hours of discussion with the appropriate federal, state and local
authorities, Ms. Coleman says.  "While Scopac has begun that
process, it needs time to complete it."

Scopac faces special challenges, Ms. Coleman cites, to formulate
and negotiate a plan treatment of its $714,000,000 in secured
debt.

Scopac informs the Court that it has been paying its undisputed
postpetition bills as they become due, thus, its request would
not disadvantage its creditors.

Scopac avers that it has focused on developing the proper
information necessary to evaluate the Scopac Timberlands and
addressing litigation matters critical to its reorganization.

Ms. Coleman assures that Court that Scopac is not seeking an
extension of the Exclusive Periods to pressure creditors to
submit to its reorganization demands.

                       About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 14, http://bankrupt.com/newsstand/or         
215/945-7000).             


PENN NATIONAL: Board Authorizes $200 Mil. Common Stock Repurchase
-----------------------------------------------------------------
Penn National Gaming Inc.'s board of directors has approved the
repurchase of up to $200 million of the company's common stock,
assuming shareholder approval of the 2007 Employees Long Term
Incentive Compensation Plan and the 2007 Long Term Incentive
Compensation Plan for Non-Employee directors of the company.

On June 6, 2007, Penn National Gaming's will hold an Annual
Meeting of Shareholders, which will discuss the details of both
plans.

The repurchase program will authorize the company to purchase in
open market or privately negotiated transactions Penn National
shares in amounts equivalent to options or other equity awards
settled in stock issued pursuant to the 2007 Equity Compensation
Plans within 120 days of such option or other award issuance,
subject to applicable legal requirements and appropriate market
conditions, as required by the 2007 Equity Compensation Plans.
Further, in conjunction with shareholder approval of the 2007
Equity Compensation Plans, any future grants of options and other
equity awards settled in stock under previously approved long-term
incentive plans will also be subject to this repurchase program.
Penn National Gaming has approximately 87.5 million diluted
weighted average shares outstanding.

In September 2006, lenders in Penn National Gaming's
$2.725 billion senior secured credit facility approved
modifications to certain covenants, which enabled the company to
repurchase up to $200 million of its equity or debt securities.
The company may seek additional amendments to its senior secured
credit facility to modify applicable covenants to enable the
Company to repurchase more than $200 million of its equity or debt
securities.

"The company's board of directors has authorized a common stock
repurchase program that will enable the company to incentivize
employees and directors through equity compensation without the
dilution related to the issuance of options, Peter M. Carlino,
chief executive officer of Penn National commented.  "In addition,
the company believes that the structure of this repurchase program
will reflect the true cost of equity grants since the interest
expense associated with the repurchases will be included in the
income statement.  Pursuant to GAAP and FAS 123R, the company will
be required to record equity compensation expense.  However, the
company believes that such expense should be excluded when
evaluating the true operating performance of the company."

                    About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's operated facilities feature
nearly 23,000 slot machines, over 400 table games, approximately
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service's affirmed on Oct. 5 Penn National
Gaming Inc.'s Ba2 Corporate Family Rating and revised its Ba3
rating on the company's 6-7/8% senior subordinated notes to B1.


QUALITY FINANCIAL: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Quality Financial Services, Inc.
        113 Southeast 22nd Street, Suite 1
        Bentonville, AR 72712

Bankruptcy Case No.: 07-71309

Chapter 11 Petition Date: April 30, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Estimated Assets: $3,055,227

Estimated Debts:    $692,878

Debtor's Seven Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Wilkerson Consulting, Inc.                             $106,156
113 Southeast Street, Suite 1
Bentonville, AR 72712

TradeLinx Corp.                                         $65,823
3065 North College Avenue, Suite 113
Fayetteville, AR 72703

Jerry Levine                                            $10,000
4335 University Parkway
Sarasota, FL 34243

Katherine Wilkerson                                      $6,000

Bell Petroleum                                           $3,800

David Johnson                                            $2,400

Keith Newton                                             $1,700


QTC MANAGEMENT: S&P Rates Proposed $140 Million Senior Loan at B+
-----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Diamond Bar, Calif.-based outsourced disability exam
provider QTC Management Inc. to 'B+' from 'B'.  The outlook is
stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's proposed $140 million senior secured term
loan and existing $15 million revolving credit facility.  The debt
is rated 'B+' (the same as the corporate credit rating on QTC)
with a recovery rating of '3', indicating a meaningful (50%-80%)
recovery of principal in the event of a payment default.  The
recovery rating assumes the transaction will close as proposed.

"A proposed refinancing of the company's debt will eliminate QTC's
second lien debt and reduce its annual interest obligation,"
explained Standard & Poor's credit analyst Alain Pelanne.  "A
portion of the refinancing will be funded with on-hand cash,
reducing its overall debt balance."

The rating continues to reflect the company's limited size and
niche operating focus, its heavy reliance on three government
agency customers, and its aggressive leverage.  These factors are
partially offset by the company's established position with
several key government agencies, strong margins, and its scalable
business model.


RECKSON OPERATING: S&P Lowers Senior Unsec. Notes' Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on Reckson Operating Partnership L.P. and removed it
from CreditWatch, where it was placed with negative implications
on Aug. 4, 2006.  At the same time, the 'BBB-'corporate credit
rating on Reckson Associates Realty Corp. was withdrawn, following
the acquisition of that entity by unrated SL Green Realty Corp.

Additionally, the rating on Reckson's senior unsecured notes was
lowered to 'BB+' and removed from CreditWatch.  The outlook on
Reckson is positive.

In January 2007, SL Green acquired Reckson's New York City and
southern Connecticut assets, most of Reckson's Westchester County,
N.Y. assets, and interests in Reckson's structured finance notes
and Reckson Strategic Venture Partner, for $4.0 billion net
consideration.  As a result of the acquisitions, Reckson, the
issuer of the rated notes, is now a subsidiary of SL Green, whose
total assets are now estimated at roughly $9.5 billion on
undepreciated cost basis.

The credit quality of Reckson now reflects the implied credit
quality of its unrated parent, SL Green (which has agreed to
provide a full and unconditional guarantee only for Reckson's
exchangeable debentures under the indenture governing this issue).

The ratings, however, on all of Reckson's publicly rated unsecured
bonds (including the exchangeable debentures) are notched from the
issuer credit rating, reflecting their subordination to secured
creditors at SL Green.

"The ratings acknowledge the exceptionally strong market
conditions in Midtown Manhattan, which have resulted in embedded
rental growth potential within the combined, predominantly
Manhattan-based, office properties," said credit analyst Beth
Campbell.  "SL Green management's demonstrated track record of
recycling capital has resulted in strong and stable cash flow and
above-average debt coverage measures historically.  However, we
expect weaker gain-adjusted credit metrics in the near term as a
result of the leveraged Reckson merger.  Additional credit
considerations include significant geographic concentration, as
well as moderate property and tenant concentrations."

SL Green's cash flow stream is expected to benefit from the
realization of rent growth embedded within its portfolio of well-
located office properties, which is bolstered by current
extraordinarily strong demand for office space in Midtown
Manhattan.  S&P would consider raising our rating in the medium
term if SL Green profitably integrates the Reckson portfolio and
moderately deleverages its balance sheet post-merger.  The
company's unique, essentially single-market-focused business
strategy and demonstrated local market capital-recycling expertise
mitigates downward rating pressure at this time, although single-
market concentration remains a credit consideration.


REMEDIATION FINANCIAL: Must File Disclosure Statement by May 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona further
extended the deadlines and continuation of hearings on Remediation
Financial Inc. and its debtor-affiliates' pending Chapter 11 plan
of reorganization.

Specifically, the Court:

     a. extended the filing deadline of an amended disclosure
        statement from April 16, 2007, to May 31, 2007;

     b. extended the deadline for filing objections to the
        Debtors' amended disclosure statement from May 21, 2007,
        to July 9, 2007;

     c. vacated and reset the hearing on extension of exclusivity
        to July 6, 2007; and

     d. vacated and reset the hearing on the Debtors' disclosure
        statement to July 24, 2007.

Alisa C. Lacey, Esq., at Stinson Morrison Hecker LLP, informs the
Court that on April 11, 2007, all active parties including Bella
Lender, Steadfast Santa Clarita LLC, City of Santa Clarita,
American International Specialty Lines Ins. Co., ZC Specialty
Insurance Company, Whittaker Corporation, California Department of
Toxic Substances Control, Knight Piesold Company, SunCal
Companyies and Castaic Lake Water Agency agreed to the proposed
extensions.

The Debtors relates that the settlement with Castaic Lake Water
Agency has been finalized.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc., is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they listed estimated assets of more than $100 million
and estimated debts of $10 million to $50 million.


RESMAE MORTGAGE: Can Now Solicit Acceptances to First Amended Plan
------------------------------------------------------------------
ResMAE Mortgage Corp. is nearing exit from Chapter 11 after the
U.S. Bankruptcy Court for the District of Delaware approved the
Debtor's First Amended Disclosure Statement describing its
Amended Plan of Reorganization.

The Court determined that the Disclosure Statement, as amended,
contained adequate information -- the right kind of the right
amount necessary for creditors to make informed decisions -- as
required by Section 1125 of the Bankruptcy Code.

ResMAE can now proceed with solicitation of votes for its Amended
Plan.

Additionally, the Court directed the Debtor to notify the
Connecticut General Life Insurance Company and related entities of
the Debtor's election to assume, assume and assign, or reject each
of its seven separate CIGNA Group Contracts/Policies no later than
May 22, 2007.  The Court ruled that the election will be binding
upon the Debtor and may not be subsequently altered without
CIGNA's prior consent.

The Plan is sponsored by RMC Mortgages Holdings LLC, the
successful bidder in an auction held March 2, 2007, for the sale
of substantially all of the Debtor's assets.

                            Asset Sale

In its bid, RMC proposed to:

   1) purchase specified assets and assume certain mutually agreed
      upon liabilities from the Debtor prior to confirmation of
      the Plan; and

   2) sponsor the Plan, under which the Debtor would issue new
      equity to RMC in exchange for RMC's agreement to support and
      facilitate the Debtor's operations pending confirmation
      of the Plan.

Pursuant to an asset sale agreement approved by the Court on
March 6, 2007, the parties consummated the asset sale with RMC
paying $22.4 million and providing other consideration to the
Debtor in exchange for a majority of the real and personal
property of the Debtor used in the Debtor's operations.

The Debtor's employees and licenses and certain other assets
remained with the Debtor's estate.  RMC has granted the Debtor the
right to utilize the assets necessary to conduct its business
during the pendency of the bankruptcy case.  Upon the occurence of
the effective date of the Plan, the Debtor's existing equity
securities will be cancelled and new equity securities,
representing 100% of the equity securities of Reorganized ResMAE,
will be issued to RMC.

                           Plan Funding

Other than with respect to the assumed plan liabilities, cash
payments under the Plan, including the payment of excluded
liabilities will be funded by the trust property.  The assumed
plan liabilities will be paid by Reorganized ResMAE.

                        Treatment of Claims

Under the Amended Plan, Class 1 Other Priority Claims will be paid
in full, in cash.

Class 2 Secured Claims, with an estimated amount of about $900,000
are entitled to either a payment in full, in cash, or receipt of
collateral securing the claim.

Holders of Class 3 General Unsecured Claims have an estimated
recovery of 7.6% to 14.6% while holders of Class 4 Convenience
Claims will receive cash equal to 12% of the face amount of their
claim up to $6,000.

Class 5 Subordinated Claim holders will not receive anything under
the Plan.

Interests in the Debtor will be cancelled.

                      Plan Voting Procedures

The deadline to vote on the Plan is on May 29, 2007, at
4:00 p.m. ET.

For questions relating to Plan, contact the Debtor's claim agent:

   Kurtzman Carson Consultants LLC
   Attn: Christopher R. Schepper
   2335 Alaska Avenue
   El Segundo, CA 90245
   Tel: (310) 823-9000

                    About ResMAE Mortgage Corp.

Headquartered in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial      
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on February 12,
2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J. DeFranceschi,
Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., represent the Debtor in its restructuring efforts.  Adam G.
Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb
LLP serve as counsel to the Official Committee of Unsecured
Creditors.  At reporting month ended Feb. 28, 2007, the Debtor's
balance sheet showed total assets of $255,429,000 and total debts
of $254,062,000.


RESMAE MORTGAGE: Plan Confirmation Hearing Slated for June 5
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on June 5, 2007, at 1:30 p.m. ET, to consider
confirmation of ResMAE Mortgage Corp.'s Amended Plan of
Reorganization.

Objections to the confirmation of the Plan are due on May 29,
2007, at 4:00 pm ET.

Headquartered in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial      
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on February 12,
2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J. DeFranceschi,
Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., represent the Debtor in its restructuring efforts.  Adam G.
Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb
LLP serve as counsel to the Official Committee of Unsecured
Creditors.  At reporting month ended Feb. 28, 2007, the Debtor's
balance sheet showed total assets of $255,429,000 and total debts
of $254,062,000.


RIVERDEEP INTERACTIVE: Moody's Cuts Rating on $500MM Senior Loan
----------------------------------------------------------------
Moody's Investors Service has affirmed Riverdeep Interactive
Learning USA, Inc.'s B3 CFR and downgraded its first lien senior
secured ratings in connection with the proposed partial
refinancing of its $1,070 million bridge facility.

Details of the rating action are:

Rating assigned:

    * $500 million add-on first lien senior secured term loan,
      due 2013 -- B1, LGD2, 29%

Ratings affirmed:

    * Corporate Family rating -- B3
    * Probability of Default rating -- B3

Ratings downgraded:

    * $250 million first lien senior secured revolving credit
      facility, due 2012 -- to B1, LGD2, 29%, from Ba3, LGD 2, 22%

    * $1,620 million first lien senior secured term loan, due 2013
      -- to B1, LGD2, 29%, from Ba3, LGD 2, 22%

The rating outlook remains negative.

Proceeds from the proposed add-on term loan will be used to
refinance $481 million of the company's unrated $1,070 million
subordinated bridge facility, which was issued at the time of the
Houghton Mifflin acquisition in December 2006.  The company has
not announced plans to take out the remaining $589 million
subordinated bridge facility.

The affirmation of the CFR recognizes that the proposed $500
million add-on term loan places no additional debt upon Riverdeep.

The B3 Corporate Family rating continues to reflect the heavy debt
burden, high leverage, and integration risks which the company has
incurred in connection with its acquisition of Houghton Mifflin
Company.  In addition, the rating incorporates the high degree of
competition encountered from larger and higher-rated rivals in the
U.S. basal publishing market and uncertainties concerning
Riverdeep's ability to increase publishing and software sales and
effect synergies.

Ratings are supported by the merged company's ability to cross-
sell a broader range of print and digital basal and supplemental
educational products, and to capitalize upon a relatively strong
2007-2010 state adoption calendar.

The negative outlook reflects Moody's concerns regarding the
company's reported 2006 EBITDA which fell short of expectations,
its ability to deliver the level of synergies currently expected
during 2007, as well as the possibility that management may engage
in further acquisition activity.

The proposed $500 million add-on first lien term loan benefits
from a guarantee of its parent, Riverdeep Interactive Learning
Ltd. (RILL) and all direct and indirect subsidiaries, including
Riverdeep Inc. LLC and Houghton Mifflin Company (excluding
subsidiaries of Houghton Mifflin Company), and is secured by a
pledge of the stock and substantially all assets of the
guarantors.

The downgrade of the first lien senior secured facilities results
primarily from the substitution of $500 million of senior secured
debt for subordinated bridge facility debt, which increases the
amount of ratably secured first lien debt and decreases the amount
of subordinated debt cushion provided to senior lenders.

Riverdeep Interactive Learning USA, Inc. is one of the largest
U.S. educational publishers with revenues of approximately
$1.4 billion for the fiscal period ended December 21 2006, pro
forma for the acquisition of Houghton Mifflin.  The company is
headquartered in Dublin, Ireland.


RIVIERA HOLDINGS: Sells $245MM Loan Facilities thru Wachovia Bank
-----------------------------------------------------------------
Riviera Holdings Corporation has obtained a commitment from
Wachovia Bank, National Association to use its efforts to market
and syndicate up to $245 million of senior secured credit
facilities, to be comprised of a new $20 million five year
revolving credit facility and a new $225 million seven-year term
loan facility.
    
If Riviera obtains these senior secured credit facilities, it
intends to use the proceeds for, among other purposes, the
refinancing of its 11% Senior Secured Notes due June 15, 2010 in
the original principal amount of $215 million.
    
Substantially all of the outstanding principal amount of the term
loan would mature in the seventh year of the term.  Riviera would
be permitted to prepay the facilities without premium or
penalties, subject to any arrangements Riviera may enter into
related to any LIBOR based loan.
    
"The new senior credit facilities will reduce interest costs and
provide greater financial flexibility to the company,"
William Westerman, chairman and ceo of Riviera Holdings commented.
    
Interest on loans under the facilities would bear interest at a
rate dependent in large part upon the rating received from the
rating agencies.
    
The facilities would be guaranteed by all of Riviera's active
subsidiaries and would be secured by the stock of those
subsidiaries and all or substantially all of the assets of Riviera
and its subsidiaries.
    
Wachovia's commitment to use its efforts to secure commitments
from other lenders for the facilities is subject to various
conditions precedent, including satisfactory completion of due
diligence reviews, completion of a definitive credit agreement
with Riviera and related documentation for the facilities and the
absence of material adverse changes on Riviera's part.
    
                      About Riviera Holdings
    
Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the  
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' ratings on Las
Vegas-based casino owner and operator Riviera Holdings Corp. and
removed the ratings from CreditWatch, where they were placed with
developing implications on Nov. 13, 2006.  The outlook is
developing.


ROBIN TROTOCHAU: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robin Sherrie Trotochau
        aka Robin Gentry
        aka Robin Protochau
        aka Robin Gentry Trotochau
        69655 19th Avenue Desert
        Hot Springs, CA 92241

Bankruptcy Case No.: 07-12249

Chapter 11 Petition Date: April 26, 2007

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Stephen R. Wade, Esq.
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
F.C.I.                           trade debt            $240,000
8180 East Kaiser Boulevard
Anaheim, CA 92808

Robert Mainero                   trade debt             $29,000
P.O. Box 2410
Palm Springs, CA 92263

Paul D. Bojic                    legal fees             $19,000
43725 Monteray Avenue,
Suite E
Palm Desert, CA 92211

Jean O'Brien                                            $13,000

D.C. Electronics                 trade debt             $11,217

Forbearance                                             $10,000

Guralnick & Gilliland, L.L.P.    legal fees              $9,738

J.M.A. Architectural, Inc.       loan                    $8,540

Law Offices of Joseph Roman      legal fees              $5,352

Don Dvorak                       trade debt              $5,000

Paul Gonzalez                    trade debt              $5,000

Kings School                     tuition                 $4,079

The Investors                    trade debt              $3,773

Spherion                         secretaries             $3,401

Nordstrom                        revolving credit        $3,257
                                 account

Builders Supply                  trade debt              $3,016

Certigy Payment Recovery         collection,             $2,035
                                 staples


SDI INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: S.D.I., Inc.
        dba Hampton Inn-Austell, Ga
        1100 North Blairs Bridge Road
        Austell, GA 30168

Bankruptcy Case No.: 07-66794

Type of Business: The Debtor is a hotel chain that is part of the
                  Hilton hotel family.  See
                  http://hamptoninn1.hilton.com/

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SHREVEPORT HOUSING: Moody's Cuts Rating on Series 1993A Bonds
-------------------------------------------------------------
Moody's Investors Service has downgraded the Shreveport Housing
Authority (Louisiana) Multifamily Mortgage Refunding Bonds Series
1993A (U.S. Goodman Plaza - Section 8 Assistance Project) to Ba3
from Ba2.  The outlook on the bonds is negative.  The decision to
downgrade the rating is based on the property's weak financial
position.  The outlook remains negative as Moody's expects the
shortfall between revenues and expenses to continue, leading to
taps to the debt service reserve in the medium term.

Strengths

* Fully funded debt service reserve fund of $421,014

* Strong occupancy of 97% as of April 2007 with 101 names on the
   waiting list

* Low project rents relative to the HUD fair market rent
   benchmarks.  Project rents first fell below the benchmarks in
   2005 and continue to be below these benchmarks in 2007

Challenges

* Despite strong occupancy, total project revenues have declined
   almost 4% between 1996 and 2006, while total expenses have
   increased 46%.  This mismatch has caused a deficit between the
   project's annual NOI and the required principal and interest
   payments.  Last year's deficit of approximately $195,200 was
   plugged using unrestricted investments and cash from the
   project's balance sheet.  Based on Moody's projections, there
   are currently enough unrestricted funds to cover NOI shortfalls
   for approximately 2 to 3 years, at which point the debt service
   reserves may be tapped.

* The HAP contract for the project expires on September 30, 2018,
   requiring use of the debt service reserve to pay the final debt
   service payment on September 30, 2019.  If the debt service
   reserve is tapped and not replenished there could be a
   shortfall for this final payment.

The outlook on the bonds remains negative as Moody's expects the
shortfall between revenues and expenses to continue.

What could change the rating - UP

Demonstrated trend of NOI covering debt service without the need
to tap unrestricted assets or other reserves.

What could change the rating - DOWN

Continued tapping of unrestricted assets or tapping of the debt
service reserve.

Key Statistics (per 2006 audited financial statements):

Units: 170

Debt Service Coverage: 0.52

Expenses/ Unit: $4,674


SINOFRESH HEALTHCARE: Moore Stephens Raises Going Concern Doubt
---------------------------------------------------------------
Moore Stephens Lovelace, P.A. raised substantial doubt about
SinoFresh HealthCare Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006.  The auditing firm reported that the company is in default
on its debenture obligations, has incurred substantial losses
since its inception, has a working capital deficiency at Dec. 31,
2006, and has incurred negative cash flow from operations.

Net loss for the year 2006 was $4,963,031, as compared with a net
loss for the year 2005 of $1,833,508.  Net revenue for the year
2006 was $1,083,576, as compared with net revenue for the year
2005 of 2,939,189.

As of Dec. 31, 2006, the company had total assets of $2,346,062
and total liabilities of $4,551,412, resulting in a total
stockholder' equity of $2,205,350.  As of Dec. 31, 2006, the
company had a negative working capital of $4,303,356, from total
current assets of $233,796 and total current liabilities of
$4,537,152.  Accumulated deficit as of Dec. 31, 2006, stood at
$14,783,996.

The company historically has satisfied its operating cash
requirements primarily through cash flow from operations, from
borrowings and from trade and equity financings.  At Dec. 31,
2006, the company had $887 in cash and about $159,165 in net
accounts receivable.

                 Default Under Debenture Agreement

As of Dec. 31, 2006 the company was in default on its principal
and interest obligations due under a debenture agreement.  The
total amount due as of Dec. 31, 2006, including principal,
interest and penalties was $2,006,352.  The debentures are secured
by essentially all of the company's assets.  The company has not
been able to reach an agreement with the debenture holders to
either waive the default provisions or enter into any other
modification or extension of the agreement.  The debenture holders
have the right to begin foreclosure proceedings, but have not yet
exercised this right.  The company will continue to work amicably
with the debenture holders in order to either obtain a
modification of the debenture terms or secure additional capital
in order to satisfy the debenture obligation.  However, no
assurance can be made that the company will be successful in this
effort.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e3f

                    About SinoFresh HealthCare

Headquartered in Englewood, Florida, SinoFresh HealthCare Inc.
(OTC BB: SFSH) -- http://www.sinofresh.com/-- researches,  
develops, and markets novel therapies to treat inflammatory and
infectious diseases, and disorders of the upper respiratory
system.  Its products include SinoFresh Nasal Mist, a nasal spray
and SinoFresh Daily Throat Spray, a throat and mouth spray.


SOLUTIA INC: Amended Employment Agreement with Rothschild Approved
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Solutia Inc. and its debtor-affiliates authority to amend the
terms of employment of Rothschild Inc., as their financial advisor
and investment banker to include services in connection with a
sale of their Dequest(R) product line.

Jeffry N. Quinn, chairman, president and chief executive officer
of Solutia, and an authorized officer of each of the Debtors,
told the Court that due to Rothschild's familiarity with the
Debtors' businesses, and to ensure that the Debtors receive the
highest and best offer possible for Dequest, Rothschild was asked
to provide additional services, including:

    -- identifying and contacting potential purchasers of
       Dequest;

    -- preparing a confidential information memorandum regarding
       Dequest; and

    -- advising Solutia with respect to the negotiation of a sale
       agreement with potential purchasers of Dequest.

Rothschild will earn a fee if the Debtors enter into any
definitive agreements, approved by final and non-appealable Court
order, to sell or dispose significant assets relating to the
Dequest product line.

The Dequest Sale Fee with be:

   (i) $500,000; and

  (ii) 5% of the "Aggregate Dequest Consideration" received in
       connection with the Dequest Sale in excess of $75,000,000.

The Dequest Sale Fee will not exceed 1.25% of the Aggregate
Dequest Consideration, but not less than $500,000.

The Dequest Sale Fee and the other fees payable to Rothschild
under the engagement letter will not be credited against each
other.

The Debtors believe that the Dequest Sale Fee is reasonable and
is consistent with the market for comparable mergers and
acquisitions services performed by financial advisors and
investment bankers for companies in and outside of Chapter 11.

The parties have acknowledged that the hours worked, results
achieved, and ultimate benefit of the work performed in
connection with the Dequest Sale may be variable.  These factors
have been taken into account in setting the Dequest Sale Fee,
including the lack of crediting of the Dequest Sale Fee, in
connection with the sale, Mr. Quinn said.

                        Original Engagement

In the original engagement, the Court authorized the Debtors to
pay Rothschild:

   (a) a $750,000 retainer;

   (b) a $200,000 monthly cash advisory fee, whether or not a
       Transaction is proposed or consummated.  The Monthly Fee
       will be payable by the Debtors in advance on the first day
       of each month;

   (c) a $6,500,000 "Completion Fee," payable in cash on the
       earlier of the confirmation and effectiveness of a Plan or
       the closing of another Transaction, provided, that
       Rothschild will credit against the Completion Fee:

       (1) 50% of the Monthly Fees paid in excess of $600,000,
           which credit will not exceed $3,000,000;

       (2) 30% of any new capital fees paid; and

       (3) to the extent not otherwise applied against the fees
           and expenses of Rothschild under the terms of the
           Engagement Letter, the Retainer, provided that the sum
           of the credits will not exceed the Completion Fee;

   (d) a "New Capital Fee," if Rothschild is specifically asked
       by the Debtors, in writing, to provide relevant services
       with regard to raising of capital for the Debtors.  At the
       closing of any capital raise, Rothschild will be paid as
       New Capital Fee:

       (1) $5,000,000 on the closing of a senior secured debt
           facility, provided that Rothschild will be entitled to
           receive only one fee during the term of its
           engagement;

       (2) 3% of the face amount of any junior secured or senior
           or subordinated unsecured debt; and

       (3) 6% of any equity or hybrid capital raised which does
           not result in a recapitalization or change in control
           of the Debtors; and

   (e) an "M&A Fee," which will be earned if the Debtors enter
       into a definitive agreement to sell significant assets
       relating to any portion or segment of the Debtors'
       businesses, not less than 25% of the aggregate revenues.

Additionally, under the Original Engagement, Rothschild's
functions were to:

   (a) identify or initiate potential transactions that effect
       material amendments to or other material changes in any of
       the Debtors' outstanding indebtedness, trade claims,
       leases and other liabilities, or any restructuring,
       mergers or the acquisitions of all or substantially all of
       the Debtors' assets;

   (b) review and analyze the Debtors' assets and their operating
       and financial strategies;

   (c) review and analyze the business plans and financial
       projections prepared by the Debtors including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical trends of the Debtors and
       industry trends;

   (d) evaluate the Debtors' debt capacity in light of their
       projected cash flows and assist in the determination of an
       appropriate capital structure;

   (e) assist the Debtors and their other professionals in
       reviewing the terms of any Transaction, in responding to
       the Transaction and, if directed, in evaluating
       alternative proposals for a Transaction, whether in
       connection with a reorganization plan or otherwise;

   (f) determine a range of values for the Debtors and any
       securities that the Debtors offer or propose to offer in
       connection with a Transaction;

   (g) advise the Debtors on the risks and benefits of
       considering a Transaction with respect to their
       intermediate and long-term business prospects and
       strategic alternatives to maximize their business
       enterprise value, whether pursuant to a Plan or otherwise;

   (h) review and analyze any proposals the Debtors receive from
       third parties in connection with a Transaction, including
       any proposals for debtor-in-financing, as appropriate;

   (i) assist or participate in negotiations with parties-in-
       interest, including any current or prospective creditors
       of, holders of equity in, or claimants against the Debtors
       or their representatives in connection with a Transaction;

   (j) advise and attend meetings of the Debtors' Boards of
       Directors, creditor groups, official constituencies and
       other interested parties;

   (k) if asked by the Debtors, participate in hearings
       before the Court and provide relevant testimony with
       respect to the matters described and issues arising in
       connection with any proposed Plan; and

   (l) render other financial advisory and investment banking
       services as are customarily provided or may be agreed upon
       with the Debtors.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Court Okays Bidding Procedure for Sale of Dequest
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the bidding procedures proposed by Solutia Inc. and its
debtor-affiliates for the sale of Dequest(r), the Debtors' water
treatment phosphonates business, to Thermphos Trading GmbH.

The Court ruled that if the buyer becomes entitled to receive the
break-up fee and expense reimbursement, it will be granted an
allowed administrative expense claim.  The buyer's claim for the
break-up fee and expense reimbursement will survive the
termination of the purchase agreement, will not be subject to
discharge pursuant to Section 1141 of the Bankruptcy Code or
otherwise, and will be binding in all respects upon, any
successor-in-interest to the Debtors.

The Debtors are authorized to pay in full any and all amounts that  
become due and payable to the buyer pursuant to and in accordance  
with the purchase agreement, bidding procedures, and the order,  
including the break-up fee and the expense reimbursement.

The sale hearing will be held on May 18, 2007, at 11:00 a.m.,  
Eastern Time.  Objections must be served and received by the  
Debtors' counsel and notice parties on or before May 15, 2007, at  
4:00 p.m., Eastern Time.

If the Debtors receive more than one qualified bid, an auction  
will be held on May 16, 2007, at 10:00 a.m., Eastern Time, at the  
offices of Kirkland & Ellis LLP, at 153 East 53rd Street, in New  
York, or any other designated location.

The assumed contract procedures are approved.  Objections must be  
filed within 10 days of the Debtors' service of the cure notice.   
The cure notice will be deemed to be adequate notice, and the  
absence of any objection will be deemed to be consent to the  
proposed assumption and assignment of the applicable assumed  
contract, including the proposed cure amount.

                        Purchase Agreement

Thermphos has agreed to purchase Dequest and assume certain of the
business' liabilities for $67 million in cash, subject to a
working capital adjustment.

The parties will also enter into a lease and operating agreement
under which Solutia will continue to operate the Dequest facility
to produce Dequest products exclusively for Thermphos at Solutia's
plant in Newport, Wales, in the United Kingdom.  The closing of a
sale of the Dequest business will be subject to certain
governmental and regulatory approvals and other customary closing
conditions.

Among the liabilities Thermphos will assume are:

     * taxes arising from or with respect to the Transferred
       Assets or the operation of the Dequest business occurring
       after the closing date;

     * all liabilities under the business contracts and the
       business permits that accrue or are to be performed on or
       after the closing date, other than any liability resulting
       from a breach before closing; and

     * all buyer environmental liabilities.

Solutia will assign to Thermphos the certain contracts, and it
will assume all obligations required to be performed subsequent
to the closing.  Solutia will pay the cure costs as and when
finally determined by Court order.

Solutia has agreed to pay, pursuant to separate agreements, five
key Dequest employees each a closing bonus aggregating $231,298,
to further Solutia's interest in obtaining the highest possible
sales value for the Dequest business and to maintain the value of
the business for and ensure the orderly transition of the
business to Thermphos.

A copy of the Purchase Agreement is available for free at:

               http://researcharchives.com/t/s?1c61  

                    Qualified Bid Requirements

To participate in the bidding process, competing bids must:

   (a) equal or exceed the sum of (i) the purchase price, (ii)
       the minimum overbid increment that is 3% of the purchase
       price, (iii) a break-up fee payable to Thermphos that is
       3% of the base purchase price, and (iv) up to $1,000,000
       for reimbursement of actual and reasonable documented out-
       of-pocket costs and expenses incurred by Thermphos in
       connection with negotiating and preparing for the Sale;

   (b) provide payment of the Break-Up Fee and Expense
       Reimbursement; and

   (c) be accompanied by a deposit of 10% of the cash purchase
       price specified in the Bid.

                         Bid Protections

Solutia has agreed to pay Thermphos a Break-Up Fee that is 3% of
the base purchase price and an Expense Reimbursement of Thermphos'
actual, reasonable and documented out-of-pocket costs and expenses
up to $1,000,000.

Thermphos has repeatedly informed Solutia that it was reluctant
to become a stalking horse bidder and expose its bid to
additional market-testing in an auction process, Ms. Labovitz
relates.  Accordingly, the Bid Protections were material
inducements for, and conditions of, Thermphos' agreement to enter
into the Purchase Agreement, she adds.

                          About Dequest

Dequest -- http://www.dequest.com/-- produces phosphonates, which   
are used as additives in water processing across a broad spectrum
of markets, including industrial water treatment, household and
industrial detergents, industrial cleaners, enhanced oil recovery
operations, and various industrial processes such as desalination
and pulp production.  In 2006, sales for the Dequest business
accounted for less than 4% of the total sales of Solutia Inc.

                  About Thermphos International

Thermphos International -- http://www.thermphos.com/-- produces   
and sells phosphorus, phosphoric acid, phosphorus derivates and
phosphates.  Thermphos employs approximately 1,150 people
worldwide with locations in the Netherlands, Germany, Switzerland,
France, England Argentina and China.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Wants Settlement Agreement With FMC Corp. Approved
---------------------------------------------------------------
Solutia Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement, dated as of
April 10, 2007, between the company and FMC Corp. resolving
litigation between the parties in the United States District Court
for the Southern District of New York arising from the Astaris LLC
joint venture.

Solutia and FMC entered into a joint venture agreement in April
1999.  The parties hoped Astaris could produce purified phosphoric
acid using a wet-process technology developed by FMC.  The
technology was supposed to allow Astaris to produce PPA through a
process that was less expensive and more efficient than the
methods previously used by Solutia.  Unfortunately, the technology
did not perform as expected and the Astaris PPA plant in Idaho was
closed in October 2003.

Solutia filed an adversary proceeding against FMC in February 2004
alleging that FMC knew that shortcomings in the technology
undermined the joint venture, but failed to disclose them.

On FMC's request, the District Court assumed jurisdiction over the
FMC Litigation on July 27, 2004.  Solutia asserted seven claims
against FMC in the FMC Litigation, of which three were dismissed.  
Following extensive discovery, the District Court granted FMC's
request for summary judgment in part, limiting Solutia's claims
for breach of fiduciary duty, fraud and negligent
misrepresentation to one particular theory.  Additionally, the
District Court struck Solutia's jury demand.

Shortly after the FMC Litigation was filed, Solutia and FMC began
settlement discussions that continued in 2005 in connection with
the decision by FMC and Solutia to explore a possible sale of
Astaris.  On September 1, 2005, Astaris, Solutia and FMC entered
into an asset purchase agreement with Israel Chemicals Limited and
one of its subsidiaries, pursuant to which Astaris agreed to sell
substantially all of its assets to ICL for $225,000,000 in cash
and the assumption by ICL of certain related liabilities.  FMC and
Solutia agreed that the FMC Litigation would not be affected by
the sale of Astraris.

On Oct. 14, 2005, both parties appeared before United States
Magistrate for court-ordered mediation, but could not resolve the
issues.  Settlement talks occurred sporadically throughout 2006.

Solutia and FMC again engaged in arm's-length negotiations to
settle the FMC Litigation during the weeks leading to the April 2,
2007 trial date.  The parties reached a settlement with the
salient terms:

    -- FMC will pay Solutia $22,500,000 in cash;

    -- the settlement payment will be made within five business
       days after the period for appealing the Bankruptcy Court's
       order approving the Proposed Settlement expires;

    -- Solutia will dismiss the FMC Litigation with prejudice
       within 20 days after FMC makes the settlement payment;

    -- Solutia, with the cooperation of FMC, will secure the
       Bankruptcy Court's approval of the Proposed Settlement;

    -- they will exchange mutual releases of all claims relating
       to the dispute;

    -- Solutia and FMC will recommend to the District Court
       that the trial be stayed during the Bankruptcy Court
       approval process and that the District Court retain
       jurisdiction over the case until resolution of the
       Bankruptcy Court approval process; and

    -- the fees and costs of the FMC Litigation will be borne by
       each party.

Solutia relates that the proposed settlement enables its estate to
avoid the costs of prosecuting the FMC Litigation through a trial
and an almost certain appeal.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPATIALIGHT INC: Nasdaq Spots Below Minimum Common Stock Bid Price
------------------------------------------------------------------
SpatiaLight Inc. confirmed that on April 20, 2007 it received a
notice from the NASDAQ Stock Market that it does not meet the
requirements for continued listing under Marketplace Rule
4310(c)(4) because the company's common stock has closed below the
minimum $1 per share for 30 consecutive trading days.  Unless the
closing bid price for shares of the company's common stock exceeds
$1 per share for 10 consecutive trading days prior to Oct. 17,
2007, the staff of the NASDAQ may notify the company that the
Common Stock will be delisted from the NASDAQ Capital Market.
    
SpatiaLight also indicated that it received on April 27, 2007 a
NASDAQ Staff Determination letter that the company has failed to
meet the NASDAQ Marketplace Rule 4310(c)(8)(C) requirements for
the market value of publicly held shares and would be delisted
from the NASDAQ Capital Market unless a request for an appeal
hearing is made by May 4, 2007.
    
The company will request such an appeal hearing and present its
case by disclosing to the hearing board confidential information
for bringing the company into compliance and plans to maintain
future compliance.  The anticipated hearing date will be no
earlier than June, 2007.  Until a determination is made on the
appeal, the company's common stock will be traded on the NASDAQ
Capital Market under the HDTV symbol.

                        About SpatiaLight

Headquartered in Novato, California and founded in 1989,
SpatiaLight Inc. (Nasdaq: HDTV) -- http://www.spatialight.com/--  
manufactures high-resolution LCoS microdisplays for use in a
variety of display applications, including high definition
television.  The company manufactures its products at facilities
in Novato, California, and at its larger production facility in
South Korea.

                       Going Concern Doubt

Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.


SPATIALIGHT INC: Inks Agreements to Raise $15.4 Million Financing
-----------------------------------------------------------------
SpatiaLight Inc. has entered into agreements, which provide the
company with up to $15.4 million of financing.
    
"The company is pleased to have this funding in place," Dr. David
Hakala, SpatiaLight's chairman and chief executive officer, said.  
"The company's objectives to grow the company both from a revenue
perspective as the company bring on new customers and from a
product category perspective with the company's new product
developments and introductions.  The funding provided by this
agreement will assure the execution of these programs in achieving
the company's business goals.  This agreement allows the company
to focus on the tasks required for success rather than constantly
working on financing."
    
"This funding will ensure the company's ability to successfully
complete the developments of key projects with respect to the
company's exciting new micro-projector and near-to-eye head
mounted display product lines," Dr. Michael Jin, SpatiaLight's
chief technology officer added.  "Well as provide for the
technical sales support for the company's existing T-3
microdisplay rear projection TV product line as the company
expands its customer base in this segment."
   
On April 26, 2004, the company entered into an Equity Credit
Agreement with six institutional investors, (i) Southridge
Partners LP, (ii) Southshore Capital Fund Ltd., (iii) Pierce
Diversified Strategy Master Fund LLC, ENA, (iv) Enable Opportunity
Partners LP, (v) Enable Growth Partners LP, and (vi) Iroquois
Master Fund Ltd. effective as of April 24, 2007 under which the
company may elect and the investors are required to purchase from
time to time, over a period of 18 months, shares of the company's
Common Stock having an aggregate market value of $15.4 million.  
The first $3.7 million in Common Stock to be sold, pursuant to the
Equity Credit Agreement will be priced at 100% of the market value
on the dates of sale.  

The balance of the shares of Common Stock may be sold under the
Equity Credit Agreement only after approval by the company's
stockholders, and will be sold at 95% of the market value on the
dates of sale.  No warrants are to be issued pursuant to the
Equity Credit Agreement transactions.
    
In consideration for this financing, SpatiaLight entered into a
Waiver, Rescission and Settlement Agreement effective as of
April 24, 2007 with six institutional investors that were parties
to the Securities Purchase Agreement and Registration Rights
Agreement dated Nov. 28, 2006, and the Securities Purchase
Agreement and Waiver Agreement dated Feb. 23, 2007.  Under the
terms of the Settlement Agreement the investors:

   a) released disputed claims under both the November 2006 and
      February 2007 Financings;

   b) returned for cancellation Warrants to purchase 4.8 million
      shares of the company's common stock, that were issued in
      the November 2006 Financing; and

   c) entered into an Escrow Agreement pursuant to which the
      company will issue into Escrow, from time to time, an
      unspecified number of shares of its common stock, and the
      investors will deliver into Escrow 4,002,307 shares of the
      company's common stock issued pursuant to the November 2006
      and February 2007 financings for resale, all having an
      aggregate market value of $4,354,387.
    
"This restructuring of the company's prior two financings
eliminates the company's registration and liquidated damage
obligations and eliminates all restrictions on future financings
from these prior agreements, well as returns 4.8 million warrants
to the company and delivers 4 million shares of the company's
common stock into escrow," Dr. Hakala said.  "It will be at the
company's option as to whether to use the equity line provided
under this agreement or to find other financing sources if they
are deemed to be more desirable to the company."
    
All of the new shares of Common Stock to be sold pursuant to the
Equity Agreement or issued pursuant to the Waiver, Rescission, and
Settlement Agreement are registered pursuant to the company's
Registration Statement on Form S-3, which was declared effective
by the U.S. Securities and Exchange Commission on Feb. 14, 2007.
   
                         About SpatiaLight

Headquartered in Novato, California and founded in 1989,
SpatiaLight Inc. (Nasdaq: HDTV) -- http://www.spatialight.com/--  
manufactures high-resolution LCoS microdisplays for use in a
variety of display applications, including high definition
television.  The company manufactures its products at facilities
in Novato, California, and at its larger production facility in
South Korea.

                       Going Concern Doubt

Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.


SUPERVALU INC: Earns $452 Million in Fiscal Year Ended February 24
------------------------------------------------------------------
Supervalu Inc. reported net income of $452 million for the year
ended Feb. 24, 2007, compared with net income of $206 million for
the year ended Feb. 25, 2006.  

Results for fiscal 2007 include one-time acquisition related costs
of $40 million after tax, charges related to the company's plan to
dispose of 18 Scott's banner stores of $23 million after tax, and
incremental stock option expense related to the company's adoption
of Statement of Financial Accounting Standards No. 123 of
$15 million after tax.  

Results for fiscal 2006 include charges of $111 million after tax
primarily related to the sale of Cub Foods stores in Chicago, the
sale of Shop 'n Save stores in Pittsburgh, the disposition of
Deals stores, and losses incurred from Hurricane Katrina.

Net sales for fiscal 2007 were $37.4 billion compared with
$19.8 billion for fiscal 2006, an increase of 88 percent.  

Retail food sales for fiscal 2007 were $28 billion compared with
$10.6 billion last year, an increase of 163 percent.  The increase
was due primarily to the acquisition of Albertson's core
supermarket business on June 2, 2006.  

Supply chain services sales for fiscal 2007 were $9.4 billion,
compared with $9.2 billion last year, an increase of 2 percent.
This increase is primarily due to new business from the
traditional food distribution business and temporary business,
partially offset by customer attrition.

Operating earnings for fiscal 2007 were $1.3 billion compared with
$435 million last year, primarily reflecting the results of the
acquisition of Albertson's supermarket business.  

Net interest expense was $558 million in fiscal 2007 compared with
$106 million last year.  The increase primarily reflects interest
expense related to assumed debt and new borrowings related to the
acquisition.

Net cash provided by operating activities increased to
$801 million in fiscal 2007, from net cash provided by operating
activities of $695 million in fiscal 2006.  The increase is
primarily attributable to increased net earnings.

At Feb. 24, 2007, the company's balance sheet showed $21.7 billion
in total assets, $16.4 billion in total liabilities, and
$5.3 billion in total stockholders' equity.

The company's balance sheet at Feb. 24, 2007, also showed strained
liquidity with $4.5 billion in total current assets available to
pay $4.7 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 24, 2007, are available for
free at http://researcharchives.com/t/s?1e2c

                 Acquisition of Albertson's Inc.

On June 2, 2006, the company acquired New Albertson's Inc.
consisting of the core supermarket businesses, operating under the
banners of Acme Markets, Bristol Farms, Jewel-Osco, Shaw's
Supermarkets, Star Market, the Albertsons banner in the
Intermountain, Northwest and Southern California regions, the
related in-store pharmacies under the Osco and Sav-On banners, 10
distribution centers, certain regional offices and certain
corporate offices in Boise, Idaho; Glendale, Arizona and Salt Lake
City, Utah.  Total purchase price was $16.28 billion, using a
combination of stock, debt assumption and cash.

                       About Supervalu Inc.

Headquartered in Eden Prairie, Minnesota, Supervalu Inc. (NYSE:
SVU) -- http://www.supervalu.com/-- is a supermarket chain, with  
approximately 2,500 stores, including the core supermarket
operations of Albertson's Inc., acquired on June 2, 2006.  
Supervalu also has a food distribution business serving more than
5,000 grocery stores.  Supervalu currently has approximately
200,000 employees.

                          *     *     *

On Oct 25, 2006, Moody's Investors Service assigned a rating of B1
and a Loss-Given-Default assessment of LGD4 (60%) to Supervalu
Inc.'s $500 million senior unsecured notes.  The outlook remains
stable.


SWEETSKINZ HOLDINGS: Judge Sontchi Approves Disclosure Statement
----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy
Court for the District of Delaware approved Sweetskinz Holdings
Inc. and its debtor-affiliate Sweetskinz Inc.'s Joint Disclosure
Statement explaining their Joint Chapter 11 Plan of
Reorganization.

The Court scheduled a confirmation hearing on May 31, 2007,
10:00 a.m. ET, at 842 N. Market Street, in Wilmington, Delaware.  

Objections, if any, to the confirmation of the Plan must be filed
and served with Court on or before May 23, 2007, at 4:00 p.m.

The Plan contemplates distribution of payments derived from the
proceeds of the DIP Loan, business operations and the sale of
1.4 million shares of new company interests.

                       Treatment of Claims

Under the Plan, Administrative and Priority Unsecured Claims will
be paid in full.

Each holder of DIP Lender Claims will receive full payment and
1.6 million in new company interest.

Secured Debenture Claims holders will recover 44%-50% of their
claim through a pro rata share of new notes and 3.4 million of new
company interests.  

At the Debtors' option, Other Secured Claims holders will receive,
either:

     a. cash equal to the amount of the holder's claim; or

     b. the collateral securing their claim.

Each holder of General Unsecured Claim will receive a pro rata
share of up to $200,000.

Additionally, Other Secured and General Unsecured Claims will
recover 100% of their claim.

Holders of Intercompany and Equity Interests claims will not
receive any distribution under the Plan.

A full-text copy of Sweetskinz's Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=070430045647

                      About SweetskinZ Inc.

SweetskinZ Inc. -- http://www.sweetskinz.com/-- has developed    
the only manufacturing methodology which imbues pneumatic tires
with any type of durable color graphic, design or logo, adding new
and original dimensions of style to the traditional black or white
walled tire.  In addition, SweetskinZ is able to produce tires
with greatly enhanced reflectivity and tires that virtually glow
in the dark during dusk.

SweetskinZ Holdings and SweetskinZ Inc. filed for chapter 11
protection on March 5, 2007 (Bankr. D. Del. Case Nos. 07-10288 and
07-10289).  Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP, represent the Debtors.  When the Debtors
sought protection from their creditors, they listed estimated
assets between $100,000 and $1 million and estimated debts between
$1 million and $100 million.


TAYLOR CAPITAL: Robin VanCastle Takes Chief Financial Officer Post
------------------------------------------------------------------
Taylor Capital Group Inc.'s Board of Directors has elected
Robin VanCastle as chief financial officer, effective May 1, 2007,
Bruce W. Taylor, chairman and chief executive officer said.  A 16-
year veteran of the company, Ms. VanCastle was chief accounting
officer.
        
"Robin has earned the trust and admiration of the company's board,
its shareholders and the executive management team time and time
again by creating value through her business acumen, skillful
capital planning and financial management," Taylor said.  "With an
appreciation for Cole Taylor Bank's value proposition and the
company's place in the competitive landscape, Robin brings a
unique and invaluable perspective to the cfo's role."
    
As chief financial officer, Ms. VanCastle will join the executive
management committee, where she will play a broad-range management
role.  She will continue to manage capital planning, financial
management and investor and financial media relations.
    
"I welcome the opportunity to play a larger role in executing the
company's strategy for profitable growth," Ms. VanCastle said.  
"The company's strategy is relevant to the marketplace and the
company has talented staff committed to excellent service, add to
that the discipline of effective financial management and you have
the ingredients for success."
    
Ms. VanCastle will lead the company's relationships with the
Securities and Exchange Commission, the Federal Reserve Bank,
external auditors, investment bankers, debt ratings agencies,
institutional shareholders and securities analysts.
    
Ms. VanCastle is recognized for her expertise in managing complex
financial transactions.  She played a leading role in the
company's recapitalization related to the 1997 split-off from a
predecessor company, and subsequent transactions to complete that
event, which included an initial public offering in 2002, reducing
the company's cost of capital by refinancing preferred equity in
2004, and in 2005 a follow-on offering of common stock.
    
Ms. VanCastle, 53, joined Cole Taylor Bank in 1990 as director of
internal audit and in 1993 became group senior vice president of
financial management.  She was named chief accounting officer in
2006.  She is a CPA who joined the bank after 11 years in public
accounting.

                 About Taylor Capital Group Inc.

Headquartered in Illinois, Chicago, Taylor Capital Group Inc.
(Nasdaq: TAYC) -- http://www.taylorcapitalgroup.com/-- is a bank-
holding company.  The company derives virtually all of its revenue
from its subsidiary, Cole Taylor Bank, which presently operates 11
banking centers throughout the Chicago metropolitan area.
    
                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch Ratings has upgraded these ratings with a Stable Outlook:
(i) Long-term IDR to 'BBB-' from 'BB+'; (ii) Short-term Issuer to
'F3' from 'B'; and, (iii) Individual to 'B/C' from 'C'.


THOMAS REALTY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Thomas Realty Enterprises, L.L.C.
        1634 East Elizabeth Avenue
        Linden, NJ 07036

Bankruptcy Case No.: 07-15873

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: April 30, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Kerry Brian Flowers, Esq.
                  Flowers & O'Brien, L.L.C.
                  190 Moore Street Suite 307
                  Hackensack, NJ 07601
                  Tel: (201) 488-1644
                  Fax: (201) 488-3330

Total Assets: $1,500,100

Total Debts:    $778,201

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Flowers & O'Brien, L.L.C.        attorney fees           $6,500
190 Moore Street,
Suite 307
Hackensack, NJ 07601


TOWER AUTOMOTIVE: Files Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------------
Tower Automotive Inc. has filed its Chapter 11 Plan and
accompanying Disclosure Statement with the U.S. Bankruptcy Court
for the Southern District of New York.  The filing also includes
the sale agreement for substantially all of Tower's assets to an
affiliate of Cerberus Capital Management L.P.  The company expects
to close a sale transaction by July 31, 2007, following the
completion of a competitive bidding process as outlined in the
sale agreement, and Court approval of both the Plan and sale
transaction.

The Plan provides for:

   a) payment in full of secured claims, including obligations
      under Tower's Debtor-in-Possession credit facility and
      second lien loan facility;

   b) payment in full of administrative and priority claims;

   c) assumption of the company's pension plan; and

   d) partial recovery for certain unsecured creditors.

To strengthen its financial position and realize opportunities for
profitable, long-term future operations, during the reorganization
process, Tower implemented a sweeping restructuring, closing or
selling 16 manufacturing plants and consolidating production into
existing facilities to improve productivity, negotiating
settlements with all 10 U.S.-based labor unions, selling non-core
businesses and diversifying its customer base with international
automakers.  As a result, Tower expects that more than half of the
restructured company's revenue will come from its international
operations.

The proposed sale will be subject to higher and better bids.  A
Court-approved marketing process is being conducted pursuant to
which qualified parties must submit competing bids to purchase
Tower by June 20, 2007.  If qualified and competing bids are
received by that date, the company will conduct an auction on June
25, 2007 to determine the highest and best bid.  The company would
then ask the Bankruptcy Court to confirm Tower's Plan of
Reorganization and approve the transaction, with a closing to
occur by July 31, 2007.

                    About Tower Automotive Inc.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
(OTCBB: TWRAQ) -- http://www.towerautomotive.com/-- is a global  
designer and producer of vehicle structural components and
assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain, and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total debts.


TRIBEWORKS INC: Williams & Webster Raises Going Concern Doubt
-------------------------------------------------------------
Williams & Webster, P.S. reported that Tribeworks Inc.'s
significant operating losses raise substantial doubt about its
ability to continue as a going concern after auditing the
company's financial statements as of Dec. 31, 2006, and 2005.

For the year 2006, the company listed revenues of $39,706 and zero
revenues for the year 2005.  Net loss for the year 2006 was
$1,818,551, as compared with a net loss for the year 2005 of
$175,791.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $1,672,429 and total liabilities of $899,992, resulting
in a total stockholders' deficit of $772,437.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $205,656 available to pay
total current liabilities of $899,992.

                  Liquidity and Capital Resources

On Dec. 31, 2006, the company had cash on hand of $130,991, as
compared with $52,344 at December 31, 2005.  During the year ended
Dec. 31, 2006, it raised $2,439,753 through the sale of new equity
securities to finance the development of the new AtlasTG business,
as compared with $1,069,755 raised in the year ended Dec. 31,
2005.  Sales of equity have historically been the company's
primary source of funding.

The capital raised during both 2006 and 2005 has been used to
develop the IT support tools and platform for the company's new
business line.  The net loss for 2006 was funded out of the
company's new equity issuances.

The company anticipates that during 2007, revenue will increase as
a result of sales to customers of the established BLive business,
consulting services and from its new main stream IT support
business.  It also received two substantial tax refunds relating
to software development work carried out with the BLive business
that have improved its liquidity.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e30

                         About Tribeworks

Tribeworks Inc., (OTC BB: TWKS) -- http://www.tribeworks.com/--  
through its principal subsidiary, Atlas Technology Group, provides
outsourced application software support services for clients with
large information technology functions worldwide.  The company
specializes in remotely supporting custom-built applications,
using process and monitoring systems, from data centers in Maltam
Seattle, and New Zealand.  Its head operating office is located in
Malta.


TRIARC COS: Provides Restructuring & "Pure Play" Transition Update
------------------------------------------------------------------
Triarc Companies Inc. has provided an update on its corporate
restructuring that is expected to transform it into a "pure play"
restaurant company by the third quarter of 2007.

The company entered into a definitive agreement, pursuant to which
Deerfield Triarc Capital Corp., a diversified financial company
that is externally managed by a subsidiary of Deerfield & Company
LLC, will acquire Triarc's controlling interest in Deerfield.  The
total consideration to be received by Triarc and other members of
Deerfield is $300 million, which is more than two times
Deerfield's enterprise value of $145 million when Triarc purchased
its control stake in July 2004.  The consideration to be received
by Triarc and the other sellers is subject to adjustment under
certain circumstances.

Triarc expects to receive a minimum of approximately $170 million
in cash and DFR common stock for its capital interest of
approximately 64% and its profits interest of at least 52% in
Deerfield.  As a result of the transaction, Triarc expects to own
in excess of 10% of DFR's common stock.  The transaction, which is
expected to close in the third quarter of 2007, is subject to
customary closing conditions.

Alternatives for the DFR shares to be received by Triarc are under
review and could include a special dividend or distribution to
Triarc's shareholders.  The shares could also be sold or
hypothecated by Triarc and the cash proceeds used for potential
acquisitions by Triarc of other restaurant companies.  In 2006, in
addition to regular quarterly cash dividends, Triarc declared
special extraordinary cash dividends on its outstanding common
stock, totaling $0.45 per share.

Following completion of the sale of Deerfield, Triarc's sole
operating business would be its Arby's restaurant business.  As a
result, Triarc would then be a "pure play" publicly traded
restaurant company.  Triarc expects to change its name to reflect
its new identity as a publicly traded restaurant company.  Triarc
is also considering financing opportunities to further its goal of
significantly increasing value through the acquisition of other
restaurant companies.  Arby's is the franchisor of the Arby's
restaurant system and the owner and operator of over 1,000 Arby's
restaurants.  There are approximately 3,600 Arby's restaurants
worldwide.

           Contractual Settlements and Other Agreements

To facilitate its transition to a "pure play" restaurant company
and to reduce corporate costs, Triarc expects to consolidate its
corporate operations and headquarters in Atlanta, Georgia with its
Arby's operations, and to transfer senior executive
responsibilities to the Arby's Restaurant Group executive team in
Atlanta, which will eliminate the need to maintain a New York City
headquarters.

Accordingly, Triarc has entered into contractual settlements with
its chairman and chief executive officer, Nelson Peltz, and its
president and chief operating officer, Peter W. May, evidencing
the termination of their employment agreements as of June 29,
2007, and that provide for their resignation from their positions
as executive officers of the company as of such date.   The
employment agreements would otherwise have terminated on April 30,
2012.  Under the contractual settlements, the amounts payable to
Peltz and May are 25% less than the cash payments that would have
been payable to each of them under their respective employment
agreements had their employment been terminated by the company.
Under the contractual settlements, Mr. Peltz will approximately
$50 million.  Mr. May will receive approximately $25 million.

In addition to Mr. Peltz and Mr. May no longer serving as senior
officers of Triarc, it is expected that on or about June 29, 2007,
vice chairman Edward P. Garden, executive vice president and
general counsel Brian L. Schorr, senior vice president and
treasurer Greg Essner, and senior vice president, corporate
communications and investor relations, Anne A. Tarbell, will also
no longer serve as senior officers of Triarc as will be the case
with nearly all of the other senior members of the current New
York-based Triarc management team as well as additional staff
personnel who will also be leaving Triarc.  In total,
approximately 30 Triarc executives and staff personnel are
expected to leave the company on or about June 29, 2007, with
substantially all of the remaining employees expected to leave
Triarc by year-end.

Francis T. McCarron, Triarc's executive vice president and chief
financial officer, and Fred H. Schaefer, Triarc's senior vice
president and chief accounting officer, and other senior members
of Triarc's accounting staff are expected to remain at Triarc
until year-end and Stuart I. Rosen, senior vice president,
associate general counsel and secretary, has agreed to remain at
Triarc and to serve as Triarc's general counsel until year-end.
These executives and other personnel reductions as well as the
closing of the New York headquarters are expected to result in
significant annual corporate cost savings.  The amount of such
savings has yet to be finalized.

As part of the agreement with Mr. Peltz and Mr. May in connection
with the corporate restructuring, and in light of the departure of
nearly all of the senior members of Triarc's management team,
Triarc has entered into a 2-year transition services agreement
with Trian Fund Management L.P., an investment management firm
that was founded in November 2005 by Peltz, May and Garden,
pursuant to which Trian Mgmt. will provide Triarc with a range of
services to be performed by all of the departing Triarc officers
and employees who will be employed by Trian Mgmt., including
consultation and advice in connection with strategy, mergers and
acquisitions, capital markets transactions, legal, accounting,
tax, corporate development, finance and investment banking,
investor relations and corporate communications and other
professional and strategic services.

The contractual settlements and other related agreements with
Mr. Peltz and Mr. May were negotiated and approved by a special
committee of independent members of Triarc's board consisting of
the following directors: David E. Schwab II (Chair), Joseph A.
Levato (Vice Chair), Clive Chajet and Raymond S. Troubh (and, as
applicable, recommended by the compensation committee and
performance subcommittee).  The special committee was advised by
independent outside counsel and worked with the board's
compensation committee and performance compensation subcommittee
and its independent outside counsel and independent compensation
consultant.

After Mr. Peltz and Mr. May no longer serving as executive
officers of Triarc, it is expected that as of June 30, 2007,
Triarc will be led by Roland Smith, chief executive officer of
Arby's Restaurant Group, and other senior members of the ARG
management team.

Mr. Peltz and Mr. May, who together beneficially own approximately
10.7 million shares of Class A Common Stock and 14 million shares
of Class B Common Stock, Series 1, constituting approximately
34.4% of the Triarc's voting power, are expected to continue to be
large shareholders of Triarc.  It is also anticipated that
Mr. Peltz will continue, as non-executive chairman of Triarc and
Mr. May will be non-executive Vice Chairman of Triarc.

"Roland Smith and his talented team have worked diligently over
the last year to prepare for Triarc's emergence as a "pure play"
publicly traded restaurant company," Mr. Peltz said.  "The company
is excited about the company's potential for growth, strong cash
flow generation, and best-in-class restaurant operations, coupled
with a vibrant and established brand and a highly supportive and
strong franchisee network.  As a stand-alone restaurant company,
the company believes Arby's will be able to significantly increase
value through both organic growth and the acquisition of other
restaurant companies."

"Arby's has many opportunities ahead as a stand-alone company,"
Mr. May added.  "The company sees expansion opportunities in day
parts such as breakfast, with its valuable Market Fresh(R) brand
well as internationally, all of which can be augmented by
acquisitions of other restaurant companies.  Arby's has an
exciting future and is well positioned for growth."

"Nelson Peltz and Peter May have served the shareholders of Triarc
well," David Schwab, chair of Triarc's Special Committee,
concluded.  "Since gaining control of Triarc's predecessor company
in 1993, Nelson and Peter have rationalized and expanded the
operations of the company and, in so doing, created substantial
value for shareholders.  The company salutes their hard work in
getting Triarc to where it is today.  The company believes they
will continue to augment value creation at Triarc in their
capacity as directors and significant shareholders and through
their provision of services to Triarc pursuant to the terms of the
strategic transition services agreement.  Notably, they will
continue to serve Triarc in these capacities by providing
strategic direction and oversight, particularly in the areas of
mergers and acquisitions and capital markets transactions."

Triarc is a holding company and, through its subsidiaries, are
currently the franchisor of the Arby's restaurant system and the
owner of approximately 94% of the voting interests, 64% of the
capital interests and at least 52% of the profits interests in
Deerfield & Company LLC ("Deerfield"), an asset management firm.
The Arby's restaurant system is comprised of approximately 3,600
restaurants, of which, as of December 31, 2006, 1,061 were owned
and operated by our subsidiaries. Deerfield, through its wholly-
owned subsidiary Deerfield Capital Management LLC, is a Chicago-
based asset manager offering a diverse range of fixed income and
credit-related strategies to institutional investors with
approximately $13.2 billion under management as of December 31,
2006.

                    About Triarc Companies Inc.

Triarc Companies Inc. (NYSE: TRY.B or TRY) --
http://www.triarc.com/--  is a holding company and, through its  
subsidiaries, is currently the franchisor of the Arby's restaurant
system and the owner of approximately 94% of the voting interests,
64% of the capital interests and at least 52% of the profits
interests in Deerfield & Company LLC (NYSE: DFR) , an asset
management firm.  The Arby's restaurant system is comprised of
approximately 3,600 restaurants, of which, as of Dec. 31, 2006,
1,061 were owned and operated by the company's subsidiaries.  
Deerfield, through its wholly-owned subsidiary Deerfield Capital
Management LLC, is a Chicago-based asset manager offering a
diverse range of fixed income and credit-related strategies to
institutional investors with approximately $13.2 billion under
management as of Dec. 31, 2006.

                   Sale-Leaseback Obligations

A significant number of the underlying leases for the company's
sale-leaseback obligations and its capitalized lease obligations,
as well as its operating leases, require or required periodic
financial reporting of certain subsidiary entities within its
restaurant segment or of individual restaurants, which in many
cases has not been prepared or reported.  The company has
negotiated waivers and alternative covenants with its most
significant lessors which substitute consolidated financial
reporting of its restaurant segment for that of individual
subsidiary entities and which modify restaurant level reporting
requirements for more than half of the affected leases.

Nevertheless, as of Dec. 31, 2006, the company said that it was
not in compliance, and remain not in compliance, with the
reporting requirements under those leases for which waivers and
alternative financial reporting covenants have not been
negotiated.  However, none of the lessors has asserted that they
are in default of any of those lease agreements.  The company
doesn't believe that this non-compliance will have a material
adverse effect on its consolidated financial position or results
of operations.


UAP HOLDING: Earns $33.5 Million in Fiscal Year Ended February 25
-----------------------------------------------------------------
UAP Holding Corp. reported net income of $33.5 million for the
fiscal year ended Feb. 25, 2007, compared with net income of
$66.4 million for the fiscal year ended Feb. 26, 2006.

Finance related and other charges were $48.3 million in fiscal
2007, principally from the refinancing of the company's long-term
debt in June 2006.  

Net sales for fiscal 2007 increased to $2.85 billion from
$2.73 billion in fiscal year 2006.  Seed revenue accounted for the
bulk of the increase, with revenue increasing 17.6 percent to
$411 million from $349 million in fiscal 2006.  The increase was
due to volume growth in corn, cotton, and soybeans and higher
selling prices in corn and cotton due to enhanced trait offerings.

"We are excited about fiscal 2008.  While last year was a
challenging one, we still executed our business plan, which
resulted in UAP closing on strategic acquisitions in key
geographic areas, and positioning ourselves for the future," said
L. Kenny Cordell, UAP Holding Corp.'s chairman, president, and
chief executive officer.  "Last year we set the foundation for our
growth.  With our team and strategic position, I believe UAP is
positioned to have a great year."

Gross profit for fiscal 2007 decreased to $384 million from
$390 million for fiscal 2006.  The decrease in gross profit was
primarily due to lower gross profit per ton on fertilizer sales
despite slightly higher volumes.  

Selling, general and administrative expenses decreased nearly 1.0
percent to $271 million in fiscal 2007 from $273 million in fiscal
2006.  The decrease was due to lower management incentive expenses
commensurate with company performance against its metrics, and
lower insurance costs.  These were partially offset by additional
expenses incurred as a result of our recent acquisition activity,
as well as higher fuel costs and lower recoveries of previously
written-off accounts.

Cash flows provided by operating activities totaled $36.1 million
in fiscal 2007, compared with cash flows provided by operating
activities of $62.1 million in fiscal 2006.  

Cash flows from financing activities were $2.3 million in fiscal
2007, compared to net cash used for financing activities of
$17.1 million in fiscal 2006.  The company replaced its Senior
Notes with a new $175 million senior secured term loan facility
and $183 million in additional borrowings from the new senior
secured revolving credit facility.

At Feb. 25, 2007, the company's balance sheet showed $1.56 billion
in total assets, $1.39 billion in total liabilities, and
$170.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 25, 2007, are available for
free at http://researcharchives.com/t/s?1e31

                         About UAP Holding

UAP Holding Corp. -- http://www.uap.com/-- is the holding company  
of United Agri Products Inc., an independent distributor of
agricultural inputs and professional non-crop products in the
United States and Canada.  United Agri Products Inc. markets a
comprehensive line of products, including chemicals, fertilizer,
and seed to farmers, commercial growers, and regional dealers.  
United Agri Products also provides a broad array of value-added
services, including crop management, biotechnology advisory
services, custom fertilizer blending, seed treatment, inventory
management, and custom applications of crop inputs.

                          *     *     *

Moody's Investors Service upgraded UAP Holding Corp.'s corporate
family rating to Ba3 from B1.  Moody's also assigned a Ba2 rating
to United Agri Products, Inc.'s senior secured $675 million
revolving credit due 2011.  UAP's $175 million senior secured term
loan due 2012 was assigned a Ba3 rating.


US AIRWAYS GROUP: Earns $66 Million in Quarter Ended March 31
-------------------------------------------------------------
US Airways Group Inc. reported net income of $66 million on total
operating revenues of $2.73 billion for the first quarter ended
March 31, 2007, compared with net income of $65 million on total
operating revenues of $2.63 billion for the same period last year.  
Results for the first quarter of 2007 include net credits from
special items of $32 million, while results for the first quarter
of 2006 include net credits from special items of $59 million.  

Chairman and chief executive officer Doug Parker stated, "We are
pleased to report a first quarter profit and an improvement in
year-over-year earnings.  This is particularly noteworthy given
the first quarter was extremely difficult for us operationally.  
We were affected by two major storms that temporarily closed our
Philadelphia hub and severely impacted our Northeast operations.
Service disruptions also occurred during the quarter when we
converted our two reservation systems to a single system.

"Our 36,000 employees are to be commended for their outstanding
efforts, particularly our employees who work with customers at our
airports and reservation call centers.  Our team did a remarkable
job of taking care of our customers during a challenging
conversion.  We still have work to do to ensure our people have
the tools they need to provide the type of service our customers
deserve and expect, but we are making great progress thanks to our
hard-working team.

"Separately today, we announced a series of customer service
initiatives designed to further improve our customer service.
Bolstering our airport staffing, implementing improved kiosk
technology at our airports and relaxing restrictions for our most
loyal customers are just a few of the steps we are taking to build
a better airline.

"Looking forward, the recent rise in fuel prices is once again
having a material effect on our outlook.  Our current estimate for
2007 fuel price results in an additional $300 million of expense
versus our 2007 operating budget.  Despite this significant cost
increase, we continue to project a profitable second quarter and
full-year 2007," concluded Parker.

                   Revenue and Cost Comparisons

Mainline passenger revenue per available seat mile (PRASM) was
10.27 cents, up 3.4 percent over the same period last year.
Express PRASM was 17.66 cents, up 5.7 percent over the first
quarter 2006.  Total mainline and Express PRASM for US Airways
Group was 11.43 cents, up 3.3 percent compared to the first
quarter 2006.

Chief financial officer Derek Kerr stated, "Fuel continues to be
our single largest operating expense.  Our first quarter average
mainline fuel price including taxes and realized losses on fuel
hedging instruments (economic fuel price) was $2.01 per gallon, up
4.4 percent over the first quarter 2006."

Operating cost per available seat mile (CASM) at US Airways Group
was 11.89 cents, up 3.9 percent versus the same period last year.
Mainline CASM for the quarter was 10.76 cents, up 3.7 percent, on
an increase in capacity of 1.8 percent versus the first quarter of
2006.  Excluding fuel, unrealized and realized gains/losses on
fuel hedging instruments, and merger related transition expenses,
mainline CASM was 7.88 cents, up 2.0 percent from the same period
last year.  The increase is due primarily to the operational
difficulties that occurred in the quarter.

                            Liquidity

As of March 31, 2007, the company had $3.3 billion in total cash
and investments, of which $2.5 billion was unrestricted.  In April
2007, the company's restricted cash requirements were reduced by
approximately $200 million under an agreement with one of the
company's credit card processors.

In addition, during the quarter the company refinanced
$1.6 billion of existing secured and unsecured debt.  The
refinancing improves liquidity over the next seven years by
reducing principal payments and lowers the company's near-term
interest expense.  The new loan currently bears interest at LIBOR
plus 2.5 percent and reduced the blended interest margin by over
100 basis points.

                   First Quarter Special Items

During its first quarter, the company recognized $32 million of
net credits from special items, which included a $90 million non-
cash credit for unrealized net gains associated with the change in
fair value of the company's outstanding fuel hedge contracts,
$39 million of merger-related transition expenses and an
$18 million write off of debt issuance costs in connection with
the refinancing of $1.25 billion of GE debt.  In addition, the
company had $1 million of special non-cash expense in its income
taxes for the quarter.

At March 31, 2007, the company's balance sheet showed $8 billion
in total assets, $6.95 billion in total liabilities, and
$1.05 billion in total stockholders' equity.

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?1e35

                      About US Airways Group

Headquartered in Tempe, Arizona, US Airways Group Inc.'s (NYSE:
LCC) -- http://www.usairways.com/-- primary business activity is
the ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to US
Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated.


WACHOVIA BANK: Moody's Puts Rating on Class WA Certs. Under Review
------------------------------------------------------------------
Moody's Investors Service placed the rating of one class of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-WHALE 7 on review for possible
downgrade as:

    - Class WA, $3,300,000, Floating, currently rated Ba1; on
      review for possible downgrade

The Certificate is supported by the trust junior portion of the
Westin Aruba Resort & Spa Loan.  The senior pooled trust balance
is $96.7 million while the trust junior component is $3.3 million.  
There is also a non-trust junior component of $130.0 million and a
non-trust mezzanine component of $19.45 million.

Moody's is placing non-pooled Class WA on review for possible
downgrade due to the default of the Westin Aruba Resort & Spa
Loan.  The April 2007 debt service payment was not made by the
borrower and the loan has been transferred to the special
servicer.  Wachovia Bank, as master servicer, advanced the April
2007 debt service payment.

Moody's review will incorporate the most recent financial and
property information, as well as market and advance bookings
information.


WEST PENN: Fitch Lifts Rating on Outstanding $600MM Debt to BB-
---------------------------------------------------------------
Fitch assigns a 'BB-' rating and places on Rating Watch Positive
the $735 million Allegheny County Hospital Development Authority
Health System Revenue Bonds (West Penn Allegheny Health System),
Series 2007A.

In addition, Fitch upgrades to 'BB-' from 'B+' and places on
Rating Watch Positive approximately $600 million of West Penn
Allegheny Health System's outstanding debt.

The bonds are expected to price the week of May 7, 2007 via
negotiation by Citigroup Capital Markets as Senior Bookrunning
Manager and Lehman Brothers as Co-Senior Manager.

Proceeds of the 2007 bonds will be used to refund the outstanding
debt and fund routine capital expenditures.  If WPAHS is
unsuccessful in receiving approval from the Internal Revenue
Service to refund all of its outstanding debt the system will
issue refunding bonds for only those issues it has received
approval.  It will seek to have the remaining bonds tendered at a
premium.  However the ability to execute a tender is uncertain and
even if completed, would provide lower economic savings to WPAHS.  
The resolution of the Rating Watch Positive would depend on the
successful execution of a refinancing at terms favorable to WPAHS
and that results in an improved credit profile.

The rating upgrade reflects the significant financial and
operational progress the West Penn Allegheny Health System has
made since coalescing seven years.  Although numerous challenges
remain that hold WPAHS's creditworthiness below investment grade,
through reengineering of its cost structure, solidifying its
physician base, implementing organization-wide systems and
procedures, addressing its legacy pension funding requirements and
judiciously investing in facility renewal and service line
expansion, management has successfully stabilized the operations
of the system.  From 2002 to 2005, WPAHS's operating margin
improved from -4.2% to 1.3%, but dropped to -1.1% for the six
months ending Dec. 31, 2006, mainly due to the conversion of
anesthesia services to an employed model from a contracted
service.  Management indicated that through March 2007, losses
have stabilized as recent expense control initiatives have taken
hold and volume has improved.  WPAHS is projecting a bottom line
profit between $13 to $15 million for fiscal 2007.

Fitch's Rating Watch Positive reflects the expectation that a
successful debt restructuring will result in a lower cost of
capital and less front-loaded debt service payments, which will
further improver WPAHS's operating performance.  The liquidity and
cash flow improvement resulting from a successful refinancing
would strengthen the balance sheet and allow for a moderate
increase in routine capital investment and renewal, enhancing the
system's viability in the highly concentrated and competitive
Pittsburgh market.  Based on estimates provided by WPAHS's
investment banker, the restructuring would yield $100 million in
liquidity improvement over the next two years compared to the
current debt structure, primarily from the new money portion,
interest rate savings, and an initial two year principal deferral.

Balancing expense growth with service line development in an
extremely competitive service area will continue to be a
challenge.  Given the competitive nature of the Pittsburgh market
and difficult environment for physicians, the employed physician
model has prevailed.  Although down from 2003 levels WPAHS's
projected loss per primary care physicians remains high at near
$97,000.  Management continues to focus on improvements in this
area including the recent consolidation of Western Pennsylvania
and Allegheny General Hospital's primary care networks, which
should result in some cost savings.  Lastly, utilization figures
while up through March have trended down over the last several
years, reflecting declining use rates in the market, certain
physician departures, and construction disruptions.  Management's
continued focus on key physician recruitment should contribute to
stable or improving utilization.  Ongoing credit risks include
WPAHS's low level of liquidity, the service area's high level of
competition for admissions and physicians, the unfunded pension
liability ($185 million at fiscal 2006) and WPAHS's current
operating losses and thin historical and projected operating
margins.  Fitch expects WPAHS to have profitable operations in
2008 and beyond.  However, balance sheet growth will likely be
limited by future capital needs.

Headquartered in Pittsburgh, Pennsylvania, WPAHS is a large
primary and tertiary health system with six hospitals and other
related entities that primarily serve Allegheny County and its
five surrounding counties.  WPAHS' flagships are the 665-licensed
bed Allegheny General Hospital and the 512-licensed bed Western
Pennsylvania Hospital.  Total revenues in fiscal 2006 were
approximately $1.4 billion.  Disclosure to Fitch and to
bondholders has been provided on a quarterly basis through the
nationally recognized municipal securities information
repositories and consists of an in depth management discussion and
analysis, income statement, balance sheet, cash flow statement,
and utilization statistics.


WII COMPONENTS: Moody's Holds B1 Rating on $120 Million Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed WII Components, Inc. B2
corporate family rating, as well as the B1 rating on the company's
$120 million 10% notes.  Additionally, Moody's has withdrawn the
B1 ratings on WII Components, Inc.'s (New) proposed $179 million
first lien credit facilities, as well as the Caa1 rating to the
company's proposed $64 million second lien facility.  WII is not
proceeding with its previously planned refinancing.  The tender
offer on the company's current 10% notes has been withdrawn and
the notes will remain outstanding.  The ratings outlook is stable.

These ratings have been affirmed -- WII Components, Inc.:

  * Corporate Family Rating, rated B2;
  * Probability of Default Rating, rated B2;
  * $120 million 10% senior notes due 2012, rated B1 (LGD3, 35%).

These ratings have been withdrawn -- WII Components, Inc. (New):

  * $154 million gtd. sr. sec. term loan B due 2013, rated B1
    (LGD3, 37%);

  * $25 million gtd. sr. sec. revolver due 2013, rated B1
    (LGD3, 37%);

  * $64 million gtd. sr. sec. second lien term loan, Caa1
    (LGD5, 89%).

Corporate Family Rating, rated B2;

Probability of Default Rating, rated B2.

WII's ratings consider the company's high leverage, anticipated
low free cash flow generation relative to debt levels, and
customer concentration.  The ratings benefit from WII's variable
cost structure based on the implementation of customer indexing
agreements.  Moody's expects WII's variable cost structure to
provide meaningful downside protection during weak markets.

The company's ratings and/or outlook would be pressured if debt to
EBITDA increased to over 6 times and/or if free cash flow to total
debt was projected to weaken below 3%.  The company's ratings
and/or outlook could improve if debt to EBITDA was to decline to
below 4 times and free cash flow to debt was projected to increase
over 8% on a 12 month forward basis and be deemed to be
sustainable.

WII Components, Inc. is a leading manufacturer of wood cabinet
doors, hardwood components, and engineered wood products in the
U.S., selling primarily to kitchen and bath cabinet OEM's.  
Revenues for FYE 2006 were approximately $286 million.


WINSTAR COMMS: Herrick & Impala Wants Credit Suisse Pact Approved
-----------------------------------------------------------------
Herrick Feinstein LLP and Impala Partners LLC ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
settlement agreement with Credit Suisse Loan Funding LLC to
hedge a portion of the unpaid contingency fees at no cost to
Winstar Communications Inc. and its debtor-affiliates, and
Christine C. Shubert, the Chapter 7 Trustee for the Debtors'
estates.

The Trustee, Winstar Communications, Inc., and Winstar Wireless,
Inc., retained, among others, Herrick Feinstein as her special
litigation counsel, nunc pro tunc as of July 1, 2002, to represent
her in a pending adversary proceeding filed against Lucent
Technologies, Inc.  The Trustee was also authorized to hire Impala
Partners, LLC, as her special litigation consultant in March 2003.

Pursuant to a Court order, Herrick and the Trustee agreed to
modify Herrick's fee arrangement to provide that from and after
Jan. 1, 2003, the counsel would perform services on an hourly
basis, with a cap on the estate's obligation for those services,
exclusive of expenses and disbursements.  In addition, Herrick and
Impala were each entitled to a contingency fee for any amounts
recovered from, or payments made by Lucent, whether recovered or
paid through judgment, settlement or otherwise.

In December 2005, the Court entered a judgment in an approximate
amount of $300,000,000 in favor of the Trustee.  Lucent has bonded
the Judgment and has appealed to the District Court.  The Appeal
has been fully briefed and is now sub judice.

John M. August, Esq., at Herrick, Feinstein LLP, in New York,
tells the Court that Herrick and Impala achieved overwhelming
success on the Trustee's behalf in winning the Judgment in the
Lucent Adversary Proceeding.  He says the Judgment will constitute
the great bulk of assets available to the Trustee for distribution
to creditors.

The Agreement provides protection to Herrick and Impala on the
first $10,000,000 of the Contingency Fees, wherein Credit Suisse
Loan pays a fixed price to them, regardless of the actual amount
of Contingency Fees awarded.

Mr. August specifically states that:

   (i) in the event that the contingency awarded is less than
       $10,000,000, Credit Suisse Loan will pay the same
       Purchase Price, and will be assigned whatever relative
       administrative claim amount is awarded with no
       adjustment; or

  (ii) if the Judgment is reversed and no Contingency Fees are
       awarded, Credit Suisse Loan will still pay the full
       Purchase Price, but will be assigned any other allowed
       administrative claim -- even if it is only $1 -- against
       the Debtors' estates.

As supported by the declaration of Howard N. Shams, managing
director of Credit Suisse Securities (USA) LLC, the proposed
transaction is simply a risk mitigating hedge involving trade
claims.  Credit Suisse Loan obtains a return only if the
anticipated administrative claim, once awarded, exceeds the
Purchase Price.

Alternatively, if the Contingency Fees awarded are greater than
$10,000,000, Herrick and Impala intend to retain the excess in
their pro-rata shares as provided by the Court's prior orders.

If the Contingency Fees were $20,000,000, Mr. August says, Credit
Suisse Loan would be assigned the first $10,000,000, while the two
firms would receive their pro-rata share of the Purchase Price and
would also retain the remaining $10,000,000.

Mr. August attests that Herrick and Impala were able to recover
$300,000,000 for the estate -- benefiting claimants that otherwise
might not have recovered anything.

Herrick, Impala, and Credit Suisse Loan determined that the
Agreement does not constitute impermissible "fee splitting" in
accordance with Section 504 of the Bankruptcy Code, on the basis
that:

   (a) the transaction does not represent the sharing of
       "compensation" or an agreement to share compensation
       within Section 504 and the representative cases;

   (b) the policy reasons behind Section 504 are not implicated
       by the proposed transaction;

   (c) the Agreement does not provide for the sharing of fees
       because Herrick and Impala are to be paid even if there
       is no "fee" to share; and

   (d) the Agreement does not violate the Delaware Lawyers'
       Rules of Professional Conduct.

                 About Winstar Communications

Based in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WOLF CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Wolf Creek Estates, L.P.
        3335 Columbus Drive
        Frisco, TX 75034

Bankruptcy Case No.: 07-32001

Type of Business:

Chapter 11 Petition Date: April 30, 2007

Court: Northern District of Texas (Dallas)

Debtor's Counsel: William L. Manchee, Esq.
                  Manchee & Manchee, L.L.P.
                  12221 Merit Drive, Suite 950
                  Dallas, TX 75251
                  Tel: (972) 960-2240
                  Fax: (972) 233-0713

Total Assets: $1,225,000

Total Debts:    $617,714

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


* Corporate Revitalization Moves Chicago Office to the North Loop
-----------------------------------------------------------------
Corporate Revitalization Partners LLC has transferred its Chicago
office -- previously located at 436 Frontage Road, Suite 280 in
Northfield, Illinois -- to the North Loop in Chicago.  The new
contact information is:

      Corporate Revitalization Partners LLC
      203 North LaSalle Street, Suite 2100
      Chicago, IL 60601
      Tel: (312) 264-2777
      Fax: (866) 316-5644

Corporate Revitalization, LLC -- http://www.crpllc.net/-- is a   
national turnaround management firm that guides distressed
companies back to stability and profitability through hands-on
leadership and management.  It is committed to restoring
companies' predictability, credibility and value as quickly as
possible.  CRP's services include interim management, operational
financial advisory services, bankruptcy support, merger,
acquisition and due diligence support, real estate maximization
and EBITDA+ operational improvement analysis.


* Donlin Recano Retained by Hancock Fabrics as Claims Agent
-----------------------------------------------------------
Hancock Fabrics, Inc. and its debtor-affiliates obtained interim
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Donlin, Recano and Company, Inc. as its claims,
noticing, and balloting agent.

Donlin Recano was retained because of its advanced web-based
technology and superior noticing capabilities which guide and
organize the Chapter 11 administrative process while keeping
Hancock's 44,000 creditors informed on a daily basis.

"This case presents unique challenges given the large number of
creditors and quick turnaround time required to assure noticing of
critical matters.  These allowed us to showcase not only our
systems but the capabilities of our proficient, dedicated and
always ready staff who demonstrated the ability to foresee
noticing issues and spearhead them for the client ", said Scott
Stuart, Esq., the Firm's Managing Director of Strategic Business
Development.

                     About Hancock Fabrics

Based 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.

                       About Donlin Recano

Based in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range of
industries and business sectors.  Working with counsel, turnaround
advisors and the affected company, Donlin Recano helps organize
and guide Chapter 11 clients through administrative bankruptcy
tasks, including provision of Web site-accessible information,
formation of professional call centers, management of claims,
balloting, distribution and other administrative services.  The
company also provides Web based information services for creditors
committees as required by The Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.


* Grant Thornton Names Mark Toney as Restructuring Unit Co-Leader
-----------------------------------------------------------------
Grant Thornton LLP adds Mark E. Toney, Esq. as managing principal
and co-leader of its Recovery & Reorganization Services practice.   

Mr. Toney, who will be based out of the firm's New York office,
has more than 22 years of experience and brings expertise in
interim crisis management, including serving as CEO, CFO and CRO
to companies, as well as in providing advisory services, and
corporate finance and investment banking services to clients.
Having worked in a variety of industries, he has extensive
experience in manufacturing, healthcare, retail and food services.

Most recently, Mr. Toney was a managing director at AlixPartners,
LLC.  Previously, he was a partner at PricewaterhouseCoopers LLP,
a principal in a boutique consulting firm, and a vice president in
an investment banking firm.

"We feel both pleased and fortunate that Mark has chosen to join
us," said Edward Nusbaum, Grant Thornton's chief executive
officer.  "Mark brings deep industry knowledge and extensive
experience that builds on our strong Recovery & Reorganization
practice, further enhancing our ability to serve clients
worldwide."

"Grant Thornton is the perfect environment for restructuring
professionals, like Mark, who share our commitment to professional
excellence and personalized client service," said Marti Kopacz,
co-founder of the practice.  "Mark also embodies the passion for
the work itself that we look for in our culture.  His arrival
complements and underscores the exciting progress we have made to
date in this first year for the practice."

"I am excited to be joining Grant Thornton," said Mr. Toney.  "The
firm's culture of collaboration and partnership provides a
platform for each of us to succeed.  Grant Thornton provides the
resources and knowledge that can only be found in a large firm.  
We have the luxury of being able to pick up the phone and access
deep experience on key topics around the globe."

                      About Grant Thornton

Grant Thornton LLP -- http://www.grantthornton.com/-- is the U.S.  
member firm of Grant Thornton International, one of the leading
global accounting, tax and business advisory organizations.  
Through member firms in more than 110 countries, including 50
offices in the United States, the partners and employees of Grant
Thornton member firms provide personalized attention and the
highest quality service to public and private clients around the
globe.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, New York
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, New York
               Contact: http://www.abiworld.org/
  
May 14-16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual TMA Regional Conference - Texas
         Hyatt Regency Resort & Spa
            Lost Pines, Texas
               Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/
  
May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/
  
BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, 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 ***