TCR_Public/070528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 28, 2007, Vol. 11, No. 125

                             Headlines

ADVANCED MEDICAL: Mulls Competing Offer for Bausch & Lomb
ADVANCED MEDICAL: B&L Acquisition Cues S&P's Developing Watch
ADVOCACY & RESOURCES: Can Sell 52-Acre Property to XI Properties
AGRICORE UNITED: Archer Daniels Tenders All Voting Common Shares
AIRTRAN HOLDINGS: Re-Elects Biggins, Fornaro and Michas to Board

ALASKA COMMS: Balance Sheet Upside Down by $29 Mil. at March 31
AMTROL INC: Court Confirms First Amended Plan of Reorganization
AMERICAN TOWER: Seeks $1.25 Billion Revolving Credit Refinancing
ARGENT SECURITIES: S&P Cuts Rating on Class M-11 Certs. to D
ARVANA INC: Posts $520,124 Net Loss in Quarter Ended March 31

ASARCO LLC: Wants To Employ Grant Thornton as Auditors
ASARCO LLC: Selects Patton Boggs as Special Counsel
ATARI INC: Cutting 20% of Workforce Including Administrative Jobs
ATARI INC: Appoints Arturo Rodriquez as CFO on an Interim Basis
BAUSCH & LOMB: Advanced Medical May Compete w/ Warburg Pincus' Bid

BCE INC: Hospitals of Ontario Joins Cerberus in Buyout Bid
BIOMET INC: Moody's Junks Rating on $1.015 Bil. Unsecured Notes
BIOMET INC: High Debt Leverage Cues S&P's B+ Credit Rating
BION ENVIRONMENTAL: Closes Settlement Pact with TCMP3 Partners
BLAST ENERGY: Files Chapter 11 Plan of Reorganization in Texas

BOULDER SPECIALTY: Closes Merger Agreement with GFA Holdings
CALPINE CORP: Inks Prelim Settlement Pact with Canadian Units
CALPINE CORP: Turns to Deloitte Financial for Accounting Services
CALPINE CORP: Appoints Sarah Novosel as Senior Vice President
CELL THERAPEUTICS: March 31 Balance Sheet Upside-Down by $106.9 MM

CENTRAL GARDEN: First Quarter Net Sales Widen to $485.7 Million
CENTRAL PARKING: Moody's Cuts Corporate Family Rating to B2
COMFORCE CORP: Partially Redeems $10 Million of 12% Senior Notes
COMM 2007: Moody's Puts Low-B Ratings on Four Security Classes
COMMERCIAL MORTGAGE: Moody's Junks Rating on Two Cert. Classes

COMSTOCK HOMEBUILDING: Weak Performance Cues S&P to Cut Rating
COMVERSE TECHNOLOGY: Nasdaq Delists Common Stock
CONSECO INC: Amends Credit Deal, Hires Banc of America as Arranger
CONSUMERS TRUST: Recovers $3.2MM From Court OK'd Settlement Pact
COVENTRY HEALTH: Earns $121.7 Million in First Quarter 2007

CRESCENT REAL: Moody's Holds B1 Rating on Senior Unsecured Notes
DELHAIZE AMERICA: Moody's Lifts Sr. Unsec. Debt Rating to Baa3
DRAGON PHARMACEUTICAL: Earns $850,052 in Quarter Ended March 31
DSLA MORTGAGE: S&P Affirms 'B' Rating on Class B-5 Certificates
DUBOIS GENERAL: Case Summary & 18 Largest Unsecured Creditors

EPICOR SOFTWARE: Earns $4.4 Million in First Qtr. Ended March 31
FIRST FRANKLIN: S&P Lowers Ratings on 34 Classes
FREESCALE SEMICON: Moody's Holds Ratings, Shifts Outlook to Neg.
FUSION TELECOM: Posts $2.8 Million Net Loss in Qtr Ended March 31
GAP INC: Names Patrick Robinson as Executive Vice Pres. of Design

GENERAL MOTORS: May Sell Allison Transmission to Boost Liquidity
GENERAL MOTORS: SEC Inquiry May Need Restatement of Prior Results
GENERAL MOTORS: In Talks w/ Investors About Delphi's Chap. 11 Exit
GENERAL MOTORS: Gets $4.1 Bil. Secured Credit Facility Commitments
GENERAL MOTORS: Moody's Junks Rating on $1.1 Bil. Debt Securities

GENERAL MOTORS: S&P Rates Proposed $1.1BB Convertible Bonds at B-
GLOBAL BEVERAGE: Posts $355,859 Net Loss in Quarter Ended March 31
GOLDEN NUGGET: S&P Lowers Corporate Credit Rating to B+ from BB-
HANCOCK FABRICS: Asks Court OK on Continued Use of Cash Collateral
HANCOCK FABRICS: May Employ Houlihan Lokey as Financial Advisor

HEMOSOL CORP: CCAA Protection Further Extended Until Thursday
HEWETT'S ISLAND: S&P Rates $16 Million Class E Notes at BB
HINES HORTICULTURE: Delays Form 10-Q Filing, Gets Nasdaq Notice
HOUSTON EXPLORATION: Gets Consents for 7% Sr. Subor. Note Offering
HOVNANIAN ENTERPRISES: S&P Revises Outlook to Negative from Stable

IMPART MEDIA: Posts $1.94 Million Net Loss in Qtr Ended March 31
INNOVATIVE TECH: Case Summary & 20 Largest Unsecured Creditors
INTRALINKS INC: Moody's Assigns B3 Corporate Family Rating
INTREPID TECHNOLOGY: Posts $489,231 Net Loss in Qtr Ended March 31
IVOICE INC: Earns $74,763 in First Quarter Ended March 31

JED OIL: Offers to Acquire All Shares of Caribou Resources
K&F INDUSTRIES: Posts $108,952,000 Sales in First Quarter 2007
KIMBALL HILL: Weak Profitability Cues S&P's Negative Outlook
KYPHON INC: Incurs First Quarter 2007 Net Loss of $22.6 Million
LIONEL LLC: Plan Proposes to Pay General Unsecured Claims in Full

MARIE CORP: Case Summary & Seven Largest Unsecured Creditors
MCDERMOTT INT'L: Steady Performance Cues S&P to Lift Ratings to BB
MOBILE MINI: Earns $12.7 Million in First Quarter Ended March 31
MOUNT ZION: Case Summary & 12 Largest Unsecured Creditors
MPS GROUP: Earns $17.4 Million in Three Months Ending March 31

NANO SUPERLATTICE: Earns $2,675 in First Quarter Ended March 31
NEW CENTURY: Mulls Paying Additional Customer Obligations
NEW CENTURY: Seeks OK to Grant Loan Buyers Adequate Protection
NEW CENTURY: S&P Lowers Rating on 2003-2 Class M-4 Certs. to BB
NEW WORLD: Moody's Assigns B2 Corporate Family Rating

NEW WORLD: High Debt Leverage Cues S&P's 'B' Corp. Credit Rating
NORTH AMERICAN: Wants Plan Solicitation Period Moved to Sept. 30
NORTH AMERICAN: Court Finds Hartford's Arguments 'Superfluous'
NORTH AMERICAN: Wants Settlement Agreement w/ Mellon Bank Approved
PACIFIC LUMBER: La Salle Seeks Court Nod for Assignment of Debt

PACIFIC LUMBER: Wants to Spend $2,035,000 for Scotia Town Project
PAYLESS SHOESOURCE: Moody's May Cut Low-B Ratings After Review
PETROL OIL: Posts $1,787,207 Net Loss in Quarter Ended March 31
PINNACLE ENTERTAINMENT: Earns $2.9 Million in Qtr. Ended March 31
PORTRAIT CORP: Waiting Period on CPI Corp.'s Acquisition Expires

RP JOHNSON: Case Summary & Five Largest Unsecured Creditors
RURAL CELLULAR: Launches $115 Million Senior Sub. Notes Offering
RURAL/METRO CORP: March 31 Balance Sheet Upside-Down by $95.5 Mil.
SALOMON HOME: S&P Lowers Ratings on Two Classes of Certificates
SHUMATE INDUSTRIES: Posts $909,175 Net Loss in Qtr Ended March 31

SPECTRUM BRANDS: Names Kent Hussey as Chief Executive Officer
SPEEDWAY MOTORSPORTS: S&P Lifts Corporate Credit to BB+ from BB
ST. MARY: Plans to Register Issuance of $288 Million Senior Notes
STRUCTURED ADJUSTABLE: S&P Junks Rating on Class M7 Certificates
STRUCTURED ASSET: Monthly Losses Cue S&P to Cut Ratings to 'BB'

SUPRESTA LLC: Modest Sales Cue S&P to Lift Ratings to B+ from B
UNITY WIRELESS: Post $2,555,307 Net Loss in Quarter Ended March 31
UNIVERSITY HEIGHTS: Ct. Extends Plan-Filing Period Until July 30
USG CORP: To Close Wallboard Units For Two High-Tech Plants
USG CORP: To Exchange $500,000,000 Of 6.30% Senior Notes

VIANT HOLDINGS: Moody's Places Corporate Family Rating at B2
VIANT HOLDINGS: S&P Rates Proposed $325MM Sr. Bank Facilities at B
VIEWCAST CORP: March 31 Balance Sheet Upside-Down by $318,310
VILLAGEEDOCS INC: Posts $502,762 Net Loss in Qtr Ended March 31
VISIPHOR CORP: Completes Private Placement of 8% Secured Debenture

VITAMIN SHOPPE: $150 Million IPO Cues S&P's Positive Watch
VOIP INC: Posts $13.5 Million Net Loss in Quarter Ended March 31
WESCORP ENERGY: Posts $1,720,591 Net Loss in Qtr Ended March 31
WIDEOPENWEST FINANCE: Moody's Cuts Corporate Family Rating to B3
WIDEOPENWEST FINANCE: S&P Cuts Corporate Credit Rating to B-

WILLIAM LYON: S&P Holds Ratings and Says Outlook is Negative
WIZZARD SOFTWARE: Posts $1.4 Mil. Net Loss in Qtr Ended March 31
WORLDGATE COMMUNICATIONS: Amends Existing Cornell Debentures

* Fried Frank Adds Ghassan Atiyah to Washington's Financing Dept.
* Goldsmith Agio Names Jason Cohen as VP of Restructuring Practice

* BOND PRICING: For the Week of May 21 - May 25, 2007

                             *********

ADVANCED MEDICAL: Mulls Competing Offer for Bausch & Lomb
---------------------------------------------------------
Advanced Medical Optics Inc. expressed interest in exploring an
offer for Bausch & Lomb Inc. following the eye-care company's
announcement of an agreement to be acquired by private-equity firm
Warburg Pincus subject to higher and better offers, Jon Kamp and
Keith J. Winstein of The Wall Street Journal report.

Advanced Medical has been looking at Bausch's $710 million lens
business and $658 million eye-drug line to add to its portfolio of
eye-care products, WSJ relates, citing a person familiar with the
matter.

According to WSJ's source, Advanced Medical believes a deal
between the two companies would offer significant cost synergies,
something a private-equity firm cannot offer.

                        Warburg Pincus Deal

About two weeks ago, Bausch & Lomb agreed to be merged with
affiliates of Warburg Pincus in a transaction valued at
approximately $4.5 billion, including approximately $830 million
of debt.

Under the terms of the agreement, affiliates of Warburg Pincus
will acquire all of the outstanding shares of Bausch & Lomb common
stock for $65 per share in cash.  This represents a premium of
approximately 26% over the volume weighted average price of Bausch
& Lomb's shares for 30 days prior to press reports of rumors
regarding a potential acquisition of the company.

Bausch & Lomb's Board of Directors, following the recommendation
of a Special Committee composed entirely of independent directors,
has unanimously approved the agreement and recommends that Bausch
& Lomb shareholders approve the merger.

Morgan Stanley & Co. Incorporated is acting as financial advisor
to the Special Committee of the Bausch & Lomb Board of Directors
and has delivered a fairness opinion.  Wachtell Lipton Rosen
& Katz is acting as legal counsel to the Special Committee in the
transaction.  Banc of America, Citi, Credit Suisse and JPMorgan
served as the financial advisors to Warburg Pincus, and Cleary
Gottlieb Steen & Hamilton LLP is acting as legal advisor to
Warburg Pincus.

                      About Advanced Medical

Based in Santa Ana, California, Advanced Medical Optics, Inc.
(NYSE: EYE) -- http://www.amo-inc.com/-- develops, manufactures
and markets ophthalmic surgical and contact lens care products.
AMO employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries
including Puerto Rico and Brazil.


ADVANCED MEDICAL: B&L Acquisition Cues S&P's Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Advanced
Medical Optics Inc. on CreditWatch with developing implications,
given the company's announced interest to acquire Bausch & Lomb
Inc. (B&L; BB+/Watch Neg/--).

On May 16, Bausch & Lomb entered into a definitive merger
agreement with Warbug Pincus in a takeover valued at $4.5 billion
(including about $830 billion of assumed debt).  Under the
agreement, B&L has 50 calendar days to solicit superior proposals,
and Advanced Medical Optics has indicated that the offer extended
by Warburg Pincus undervalues B&L.

"The CreditWatch action reflects the potential for Advanced
Medical Optics to be upgraded or downgraded depending on several
factors," explained Standard & Poor's credit analyst Cheryl
Richer.  "If the acquisition is financed with a conservative
mixture of debt and equity, that and the prospect of a more
diverse portfolio of eye care products could result in an upgrade.
However, a material increase in debt leverage could result in a
downgrade."

In addition, S&P anticipate that Advanced Medical Optics may
divest a portion of the portfolio; while the company has publicly
expressed interest in the contact lens business, it has also
stated publicly that it has no interest in eye care
pharmaceuticals.

If Advanced Medical Optics is ultimately successful, S&P will
evaluate the structure and financing of the transaction to
determine the ratings outcome.


ADVOCACY & RESOURCES: Can Sell 52-Acre Property to XI Properties
----------------------------------------------------------------
Michael E. Collins, the Chapter 11 Trustee for Advocacy and
Resources Corporation's bankruptcy case, obtained permission from
the U.S. Bankruptcy Court for the Middle District of Tennessee to
sell the Debtor's 52 acres of real property, free and clear of
liens.

The Trustee told the Court that XI Properties intends to buy the
property for $576,400.  Additionally, the Debtor will pay XI
Properties a "break-up fee" of $28,820, if the Court approves a
sale to a buyer other than XI Properties.

The Trustee asserted that the property located in Putnam County,
Tennessee, is not necessary to the Debtor's operations.  The
Trustee said that the sale of the property will surely benefit the
Debtor and its creditors.

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.
The company filed for chapter 11 protection on June 20, 2006
(Bankr. M.D. Tenn. Case No. 06-03067).  Michael E. Collins, Esq.,
serves as Chapter 11 Trustee.  Manier & Herod PC represents Mr.
Collins.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


AGRICORE UNITED: Archer Daniels Tenders All Voting Common Shares
----------------------------------------------------------------
Agricore United Ltd. disclosed that Archer Daniels Midland Company
has tendered all of the limited voting common shares, that it
beneficially owns or controls to the revised take-over bid made on
May 17, 2007, by Saskatchewan Wheat Pool Inc. for all of the
outstanding Common Shares for CDN$20.50 in cash per Common Share.

In accordance with the terms of the Revised SWP Offer, the
tendering of ADM's Common Shares to the Revised SWP Offer
constitutes the granting of a proxy to vote for the continuance of
AU under the Canada Business Corporations Act and the plan of
arrangement involving, AU, holders of Common Shares and
Saskatchewan Wheat Pool Inc. under the Canada Business
Corporations Act.

ADM has tendered all of the Common Shares to the Revised SWP Offer
and will vote for the Continuance and the Arrangement in
accordance with ADM's existing contractual arrangements with AU.

Headquartered in Decatur, Illinois, Archer Daniels Midland Company
(NYSE: ADM) -- http://www.admworld.com/-- beneficially owns or
controls 16,635,497 Common Shares, representing approximately 28%
of Agricore United's outstanding common shares.

                    About Agricore United Ltd

Based in Winnipeg, Canada, United Grain Growers Limited, dba
Agricore United Ltd. (TSX: AU) -- http://www.agricoreunited.com/-
- is a moderate size agribusiness, with operations in grain
handling, the production and sale of crop production inputs,
animal feed, and the extension of financial services to the
western Canadian agricultural community.  Agricore United's
revenues for the fiscal year ended Oct. 31, 2006 were nearly
CDN$3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Moody's Investors Service stated that the company's Ba3 corporate
family rating and other ratings were placed on review for possible
downgrade on April 19, 2007, when Agricore United had accepted a
revised all cash bid from privately held James Richardson
International Limited.  Agricore United's speculative grade
liquidity rating of SGL-2 is not on review.


AIRTRAN HOLDINGS: Re-Elects Biggins, Fornaro and Michas to Board
----------------------------------------------------------------
AirTran Holdings Inc., the parent company of AirTran Airways,
announced that shareholders, including those at the annual
shareholders meeting held on May 23, 2007, in Williamsburg,
Virginia, had re-elected three members -- J. Veronica Biggins,
Robert L. Fornaro, and Alexis P. Michas -- to the Board of
Directors, the terms of which will expire in 2010.

"We are extremely pleased that shareholders overwhelmingly agree
with the direction and leadership that these three Board members
have provided AirTran," AirTran Airways Chairman and CEO Joe
Leonard, said.  "I have the utmost confidence they will continue
to uphold our commitment to provide low fares, outstanding
service, and shareholder value."

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--  
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


ALASKA COMMS: Balance Sheet Upside Down by $29 Mil. at March 31
---------------------------------------------------------------
In its financial statements for the quarter ended March 31, 2007,
Alaska Communications Systems Group Inc. reported total assets of
$551,033,000, total liabilities of $579,979,000, and a total
stockholders' deficit of $28,946,000 as of March 31, 2007,
compared to $562,321,000 in total assets, $587,010,000 in total
liabilities, and a stockholders' deficit of $24,689,000 at
Dec. 31, 2006.

The company earned $7,565,000 in net income on $90,573,000 of
total operating revenues for the quarter ended March 31, 2007,
compared to a net loss of $8,372,000 on $82,642,000 of total
revenues in the same prior year period.  The comparison also shows
total revenues increased by 9.6% from the same quarter of 2006.

"Our market position, strong business fundamentals and track
record of execution continue to contribute to superior financial
performance, growing cash flows and a strengthened balance sheet,"
said Liane Pelletier, ACS president, chief executive officer and
chair.  "First quarter performance delivered year-over-year
revenue growth of 10 percent and EBITDA growth of 15 percent
fueled by our wireless and data offerings. Given first quarter
performance, we are increasing annual guidance today for revenue,
EBITDA and wireless capital expenditures."

David Wilson, ACS senior vice president and chief financial
officer, said, "Wireless continues to drive significant top and
bottom line expansion; wireless revenue grew 29.5 percent over the
prior year with subscribers and average revenue per user (ARPU)
growing by 15.4 percent and 5.8 percent, respectively, and foreign
roaming revenue increasing 74.7 percent to $3.2 million. In
addition to strong wireless revenue performance, wireline revenue
increased marginally to $58.8 million from $58.1 million in the
prior year quarter."

"The strength of our revenue performance, coupled with stringent
cost containment driven by process improvement, delivered
exceptional cash flow performance.  Net cash provided by operating
activities increased to $27.8 million from $15.2 million in the
prior year quarter, which included $8.9 million in debt redemption
charges and accrued interest settlements.  After giving effect to
these debt settlement cash outflows, cash from operations
increased over 15 percent," added Wilson.

                      2007 Business Outlook

For 2007, ACS is increasing its revenue, EBITDA and wireless
growth capital expenditure guidance.  Revenues are now expected to
be in the range of $360 million to $370 million versus prior
guidance of $350 million to $360 million.  EBITDA is expected to
be in the range of $120 million to $124 million versus prior
guidance of $118 million to $122 million, while capital
expenditures are expected to be approximately $46 million versus
prior guidance of approximately $42 million.

ACS is reaffirming its maintenance capital expenditure guidance at
approximately $37 million and the increase in guidance is solely
attributable to wireless, primarily related to customer-driven
wireless footprint expansion, and is funded by excess cash it
expects to generate in 2007.  ACS is reaffirming its cash interest
expense guidance which is expected to be approximately $27
million.  The guidance presented is exclusive of ACS' strategic
investment.

                       Strategic Investment

Pelletier stated, "Building on the company's track record of
extracting profitable growth from the Alaska market, ACS is
looking to extend and enhance its proven business model with a
strategic investment in a fiber facility between Alaska and the
Pacific Northwest, positioning ACS to more effectively compete for
an estimated $200 million in existing carrier, enterprise and
government demand, serve burgeoning broadband growth, and benefit
from favorable macroeconomic trends in Alaska.  We believe this
investment would allow ACS to capture the full value of its
wireline and wireless Alaska infrastructure and enable ACS to
continue to deliver best-in-class growth.  ACS is completing a
very detailed feasibility study and project plan for the fiber and
we look forward to providing additional insight on today's
conference call including estimates of an up front investment cost
of $75 million to $90 million, annual cash costs, inclusive of
financing costs, of $10 million to $12 million, and a commercial
launch date of early 2009."

Wilson added, "We are well positioned from a liquidity standpoint,
exiting the quarter with $37.8 million in cash and restricted
cash.  We also have adequate debt capacity to finance our
strategic investment having reduced our net leverage ratio by over
a turn since year-end 2004 to 3.2 times.  ACS remains committed to
its current dividend and management believes the strategic
investment can further expand future cash flow per share."

                    About Alaska Communications

Alaska Communications Systems Group Inc. (Nasdaq: ALSK) --
http://www.alsk.com/-- is an integrated communications provider
in Alaska, offering local telephone service, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.


AMTROL INC: Court Confirms First Amended Plan of Reorganization
---------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware confirmed the First Amended Joint Chapter 11
Plan of Reorganization of Amtrol Inc., its debtor-affiliates, and
the Official Committee of Unsecured Creditors.

Pursuant to the Plan, the holders of more than 98% of its Senior
Subordinated Notes, led by Newport Global Advisors, voted in favor
of the Plan and will convert their Notes into equity in the
reorganized Company as part of the restructuring, thereby reducing
the company's debt by approximately 45% and greatly improving its
long-term financial stability.  The Plan received 100% approval by
the holders of the Notes with less than 2% of the holders of the
Notes electing to receive cash in exchange for their Notes.

"We are very pleased with the confirmation of the Plan and the
unanimous vote of the holders of the Notes which we believe is an
endorsement of the company's businesses and prospects.  Converting
more than 98% of the value of the Notes to equity will give the
Company much greater flexibility in pursuing its strategic
objectives," said Larry T. Guillemette, Chairman and CEO of the
company.

Since the filing in December 2006, AMTROL has continued to operate
in the normal course of business and has experienced no
disruptions during the Chapter 11 reorganization process.  All of
the company's manufacturing and distribution facilities have
remained open and have continued to serve customers in the normal
course.  The company's foreign operations have not been involved
in the bankruptcy cases.

The company anticipates closing on an exit financing facility
arranged by Merrill Lynch and Credit Suisse during the first week
of June 2007.

                         About Amtrol Inc.

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

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


AMERICAN TOWER: Seeks $1.25 Billion Revolving Credit Refinancing
----------------------------------------------------------------
American Tower Corporation is seeking to refinance the existing
senior secured credit facilities at the American Tower operating
company level with its new senior unsecured credit facility.  The
proposed new credit facility is expected to consist of a
$1.25 billion revolving credit facility.

The company is in the process of requesting commitments from a
group of lenders for the new credit facility, and is seeking to
have the new credit facility in place before the end of the second
quarter of 2007.  The new credit facility would be subject to
satisfactory lender commitments, negotiation, execution and
delivery of definitive loan documentation and various other
conditions.

The company expects to use borrowings under the new credit
facility in part to repay all amounts outstanding under the
existing operating company credit facilities, under which
approximately $1 billion in principal amount is currently
outstanding.  The balance of the new credit facility would be
available for general corporate purposes, including purchases of
shares of the Company's Class A common stock.

                       About American Tower

Based in Boston, Massachusetts, American Tower Corporation
(NYSE: AMT) -- http://www.americantower.com/-- is an independent
owner, operator and developer of broadcast and wireless
communications sites in the U.S., Mexico and Brazil.  American
Tower owns and operates over 22,000 sites and manages about 2,000
revenue producing rooftop and tower sites.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Moody's Investors Service upgraded the corporate family rating of
American Tower Corporation to Ba1 from Ba2, and affirmed the
company's SGL-1 liquidity rating.  The outlook is stable.


ARGENT SECURITIES: S&P Cuts Rating on Class M-11 Certs. to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-10 and M-11 certificates from Argent Securities Inc.'s
series 2004-PW1 to 'BB' from 'BB+' and to 'D' from 'CCC',
respectively.  The rating on the class M-10 certificates remains
on CreditWatch, where it was placed with negative implications
July 5, 2006.  In addition, S&P affirmed its ratings on the
remaining classes from this transaction.

The lowered ratings and CreditWatch placement reflect monthly
realized losses that have continued to exceed monthly excess
interest.  During the previous six remittance periods, realized
losses have exceeded excess interest by approximately 4.40x.  The
failure of excess interest to cover monthly losses has resulted in
a complete erosion of overcollateralization and a principal write-
down to the class M-11 certificates.  As of the April 2007
distribution date, realized losses have reduced the balance of the
class M-11 certificates by $330,000.  Serious delinquencies
(90-plus days, foreclosures, and REOs) represent 18.59% of the
current pool balance, while cumulative realized losses represent
2.44% of the original pool balance.

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

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


       Rating Lowered and Remaining on Creditwatch Negative

                     Argent Securities Inc.
           Asset-backed certificates series 2004-PW1

                               Rating
                               ------
                Class   To               From
                -----   --               -----
                M-10    BB/Watch Neg     BB+/Watch Neg.


                          Rating Lowered

                      Argent Securities Inc.
            Asset-backed certificates series 2004-PW1

                                 Rating
                                 ------
                       Class   To       From
                       -----   --       ----
                        M-11    D       CCC


                         Ratings Affirmed

                      Argent Securities Inc.
            Asset-backed certificates series 2004-PW1

                        Class      Rating
                        -----      ------
                         M-1        AA+
                         M-2        AA
                         M-3        AA-
                         M-4        A+
                         M-5        A
                         M-6        A-
                         M-7        BBB+
                         M-8        BBB
                         M-9        BBB-


ARVANA INC: Posts $520,124 Net Loss in Quarter Ended March 31
-------------------------------------------------------------
Arvana Inc. reported a net loss of $520,124 for the first quarter
ended March 31, 2007, compared with a net loss of $350,841 for the
same period in 2006.

Revenues were $1,716,220 for the quarter ended March 31, 2007.
The company did not generate any revenues during the period prior
to the acquisition of Hallotel.  The substantial majority of the
revenues generated to date are from the Hallotel long distance
pre-select and wholesale carrier business.

The majority of the loss in the quarter ended March 31, 2007,
related to the stock-based compensation expense of $463,600 as
well as increased administration expenses associated with the
development of the VOIP telephone services business.

At March 31, 2007, the company's balance sheet showed $5,461,318
in total assets, $3,725,280 in total liabilities, and $1,736,038
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,176,662 in total current assets
available to pay $3,669,498 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?202e

                       Going Concern Doubt

Dohan and Company P.A., in Miami, expressed substantial doubt
about Arvana Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has suffered recurring losses from operation, has
used, rather than provided, cash from operations and has an
accumulated deficit of $18,235,538.

The company anticipates continuing to rely on equity sales of its
shares of common stock in order to continue to fund its business
operations.

                        About Arvana Inc.

Arvana Inc. (OTC BB: ARVI.OB), through its operating subsidiary
Hallotel Deutschland GmbH, is engaged in the telecommunications
industry.  Hallotel is a German based telecommunications service
provider that is focused on the provision of long distance
telephone calls between Germany, Austria, Switzerland and Turkey.
Hallotel has been in operations since August 2000, and was
acquired by the company on Aug. 23, 2006.


ASARCO LLC: Wants To Employ Grant Thornton as Auditors
------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Grant Thornton LLP as auditors.

ASARCO LLC's DIP Financing requires the company to engage the
services of a nationally recognized firm for the audit of the
2006 accounts, James R. Prince, Esq., at Baker Botts LLP, in
Dallas, Texas, tells the Court.

Grant Thornton will audit the consolidated balance sheet of
ASARCO and its subsidiaries as of Dec. 31, 2006, and the
consolidated earnings, changes in members' equity and cash flows
for the year then ended.

In addition, Grant Thornton will audit the consolidated balance
sheet of Silver Bell Mining, LLC, as of Dec. 31, 2006.  Silver
Bell is a company that is 75% owned by AR Silver Bell, Inc., which
in turn is ASARCO's wholly owned subsidiary.

ASARCO will pay for Grant Thornton's services based on the firm's
customary hourly rates ranging from $160 to $500 per hour, plus
actual costs and expenses.

Based on ASARCO's records, the total estimated fees for the
ASARCO audit will range from $700,000 to $800,000 and fees for
Silver Bell audit will range from $50,000 to $75,000, Mr. Prince
says.  Should fees exceed the range of estimates, Grant Thornton
has agreed to bill all hours incurred thereafter at $213 per hour.

If ASARCO does not employ Grant Thornton to do the ASARCO audit
for the 2007 financial statements, ASARCO will reimburse $150,000
to Grant Thornton for the time expended in reviewing the Debtors'
accounting records.

Edward O'Brien, Esq., a partner at Grant Thornton, assures the
Court that his firm does not represent any interest adverse to the
Debtors and their estates and is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Selects Patton Boggs as Special Counsel
---------------------------------------------------
ASARCO LLC and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Patton Boggs LLP as its special counsel nunc pro tunc to
Aug. 9, 2006.

Patton Boggs has represented ASARCO for several years, and has
continued to provide legal services to ASARCO as an ordinary
course professional in its Chapter 11 case.  However, Patton
Boggs' monthly fees have in the past exceeded the  $20,000 per
month rolling average to which OCPs are limited and it is
anticipated that the firm's monthly fees for the foreseeable
future will continue to exceed the limit, James R. Prince, Esq.,
at Baker Botts LLP, in Dallas, Texas, informs the Court.

For this reason, it is necessary to retain Patton Boggs pursuant
to a separate retention application, ASARCO said.  Specifically,
wants to hire Patton Boggs to represent and advise the Debtors
with respect to compliance matters under the rules and regulations
of the Mine Safety and Health Administration and the Occupational
Safety and Health Administration and other related areas of the
law.

ASARCO will pay Patton Boggs for its services according to the
firm's customary rates:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $275 - $800
      Counsel                  $275 - $800
      Associates               $180 - $380
      Paralegals                $50 - $210

Prior to the Debtors' bankruptcy filing, the firm had rendered
services to ASARCO that have not yet been billed or that have not
yet been paid, Mark N. Savit, a partner at Patton Boggs, informs
the Court.  The amount owing for those services is $134,867.

Patton Boggs' claim for those services has now been transferred
to Liquidity Solutions, Inc., according to Mr. Savit.

Mr. Savit assures the Court that Patton Boggs does not have or
represent any interest adverse to the Debtors for matters for
which it is contemplated to be retained as special counsel.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ATARI INC: Cutting 20% of Workforce Including Administrative Jobs
-----------------------------------------------------------------
Atari Inc. disclosed a reorganization of its general and
administrative functions.  The reorganization plan reduces Atari's
total workforce by approximately 20%, which includes a reduction
of administrative workforce of approximately 26%.  This plan was
approved by the Board of Directors on April 10, 2007 and
communication to employees was completed on April 30, 2007.

The company anticipates the workforce reductions to be completed
by July 31, 2007 and will record a restructuring charge during
fiscal 2008 of approximately $800,000 to $1.1 million.

"We expect that the reorganization will continue to reduce Atari's
general and administrative cost," David Pierce, President and
Chief Executive Office of Atari, Inc., stated.  "These actions,
though difficult, are a significant first step in reorganizing
Atari and demonstrate our commitment to restoring shareholder
value."

Headquartered in New York City Atari, Inc. (Nasdaq: ATAR) --
http://www.atari.com/-- is a third-party publisher of interactive
entertainment software in the U.S that develops interactive games
for all platforms.  The company's 1,000+ titles include franchises
such as The Matrix(TM) (Enter The Matrix and The Matrix: Path of
Neo), and Test Drive(R); and mass-market and children's franchises
such as Nickelodeon's Blue's Clues(TM) and Dora the Explorer(TM),
and Dragon Ball Z(R).  Atari Inc. is a majority-owned subsidiary
of France-based Infogrames Entertainment SA (Euronext - ISIN:
FR-0000052573), an interactive games publisher in Europe.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years ended
March 31, 2006 and 2005.  The auditing firm pointed to Atari's
significant operating losses and the expiration of its line of
credit facility.


ATARI INC: Appoints Arturo Rodriquez as CFO on an Interim Basis
---------------------------------------------------------------
Atari Inc.'s Board of Directors elected, on a interim basis,
Arturo Rodriguez as acting Chief Financial Officer on May 16,
2007.

The company disclosed that Mr. Rodriquez currently holds the
company's vice president position.

David R. Pierce, Atari's president and chief executive officer,
said that Mr. Rodriquez will continue to serve as vice president
while he holds the position of acting CFO.

Mr. Rodriguez joined the company in June 2000, as Senior Manager
of Financial Reporting, Mr. Pierce added.  Since then, Mr.
Rodriquez has held the positions of Director of Accounting and
Financial Reporting, Assistant Controller-Accounting and Financial
Reporting and Vice President of Accounting and Financial
Reporting.

New York-based Atari, Inc. (Nasdaq: ATAR) -- http://www.atari.com/
-- develops interactive games for all platforms and is one of the
largest third-party publishers of interactive entertainment
software in the U.S.  The Company's 1,000+ titles include
franchises such as The Matrix(TM) (Enter The Matrix and The
Matrix: Path of Neo), and Test Drive(R); and mass-market and
children's franchises such as Nickelodeon's Blue's Clues(TM) and
Dora the Explorer(TM), and Dragon Ball Z(R).  Atari Inc. is a
majority-owned subsidiary of France-based Infogrames Entertainment
SA (Euronext - ISIN: FR-0000052573), an interactive games
publisher in Europe.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years ended
March 31, 2006 and 2005.  The auditing firm pointed to Atari's
significant operating losses and the expiration of its line of
credit facility.


BAUSCH & LOMB: Advanced Medical May Compete w/ Warburg Pincus' Bid
------------------------------------------------------------------
Advanced Medical Optics Inc. expressed interest in exploring an
offer for Bausch & Lomb Inc. following the eye-care company's
announcement of an agreement to be acquired by private-equity firm
Warburg Pincus subject to higher and better offers, Jon Kamp and
Keith J. Winstein of The Wall Street Journal report.

Advanced Medical has been looking at Bausch's $710 million lens
business and $658 million eye-drug line to add to its portfolio of
eye-care products, WSJ relates, citing a person familiar with the
matter.

According to WSJ's source, Advanced Medical believes a deal
between the two companies would offer significant cost synergies,
something a private-equity firm cannot offer.

                        Warburg Pincus Deal

About two weeks ago, Bausch & Lomb agreed to be merged with
affiliates of Warburg Pincus in a transaction valued at
approximately $4.5 billion, including approximately $830 million
of debt.

Under the terms of the agreement, affiliates of Warburg Pincus
will acquire all of the outstanding shares of Bausch & Lomb common
stock for $65 per share in cash.  This represents a premium of
approximately 26% over the volume weighted average price of Bausch
& Lomb's shares for 30 days prior to press reports of rumors
regarding a potential acquisition of the company.

Bausch & Lomb's Board of Directors, following the recommendation
of a Special Committee composed entirely of independent directors,
has unanimously approved the agreement and recommends that Bausch
& Lomb shareholders approve the merger.

Morgan Stanley & Co. Incorporated is acting as financial advisor
to the Special Committee of the Bausch & Lomb Board of Directors
and has delivered a fairness opinion.  Wachtell Lipton Rosen
& Katz is acting as legal counsel to the Special Committee in the
transaction.  Banc of America, Citi, Credit Suisse and JPMorgan
served as the financial advisors to Warburg Pincus, and Cleary
Gottlieb Steen & Hamilton LLP is acting as legal advisor to
Warburg Pincus.

                    Rating Agencies Take Action

The Warburg Pincus Deal prompted Standard & Poor's Ratings
Services to lower its ratings on Bausch & Lomb and placed them on
CreditWatch with negative implications.  Among others, S&P lowered
the company's corporate credit rating to 'BB+' from 'BBB'.

According to S&P, even if the transaction is not consummated,
management's willingness to aggressively increase leverage to this
extent is not commensurate with an investment-grade rating.

Additionally, Moody's Investors Service said it will continue its
review of Bausch & Lomb's ratings for possible downgrade,
including the company's Ba1 Corporate Family rating.

Sidney Matti, an analyst at Moody's, stated that, "The review for
possible downgrade will focus primarily on the company's post-
acquisition capital structure and the likelihood that BOL's post-
acquisition credit metrics would fall below the 'Ba' rating
category."

Furthermore, Fitch maintained its Negative Rating Watch on Bausch
& Lomb emphasizing that the transaction would significantly
increase leverage and likely result in a multiple-notch downgrade.

Fitch also warns that the transaction would result in an Issuer
Default Rating of no higher than 'BB-'.

                       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.


BCE INC: Hospitals of Ontario Joins Cerberus in Buyout Bid
----------------------------------------------------------
Hospitals of Ontario Pension Plan has been recruited by Cerberus
Capital Management in the equity firm's bid for BCE Inc.,
Bloomberg reports.

Citing Andy Moysiuk, a managing partner at Cerberus, Bloomberg
relates that Hospitals of Ontario had committed equity and inked a
non-disclosure agreement.  The amount of equity however, was not
disclosed.

As reported in the Troubled Company Reporter on May 24, 2007, the
company disclosed that a consortium that includes Cerberus and a
group of Canadian investors entered into talks on taking the
company private.

According to Bloomberg other parties who have expressed interest
is a group led by the Canada Pension Plan Investment Board and the
Ontario Teachers' Pension Plan.

Kohlberg Kravis Roberts & Co., another equity firm is with the
Canada Pension group.  The Ontario Teachers' group is the
company's largest shareholder.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, pursuant to which BCI
intends to monetize its assets in an orderly fashion and resolve
outstanding claims against it in an expeditious manner with the
ultimate objective of distributing the net proceeds to its
shareholders and dissolving the company.


BIOMET INC: Moody's Junks Rating on $1.015 Bil. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 Corporate Family Rating
to Biomet, Inc.

The rating agency also assigned provisional ratings to proposed
bank credit facilities and notes to be used in a leveraged
transaction in which a private equity consortium, consisting of
the Blackstone Group, Goldman Sachs Capital Partners, Kohlberg
Kravis Roberts and TPG will purchase Biomet for cash and common
stock totaling approximately $11 billion.  At the same time,
Moody's assigned a speculative grade liquidity rating of SGL-2.
The rating outlook is negative.

The ratings are provisional, subject to the closing of the
transaction and receipt and review of final documentation. Moody's
anticipates that the closing will occur prior to July 1, 2007.

Ratings assigned:

   * Biomet, Inc.

     -- Corporate Family Rating at (P)B2;

     -- $350 Million Asset backed revolver at (P)Ba2,
        (LGD2, 14%);

     -- $400 Million Secured cash flow revolver at (P)B1,
        (LGD3, 36%);

     -- $3.6 Billion Secured term loan at (P)B1, (LGD3, 36%);

     -- $775 Million Unsecured senior notes at (P)B3,
        (LGD4, 63%);

     -- $775 Million Unsecured PIK option notes at (P)B3,
        (LGD4, 63%);

     -- $1.015 Billion Unsecured subordinated notes at (P)Caa1,
        (LGD6, 93%);

     -- PDR at B2; and

     -- SGL-2.

Moody's believes that Biomet's very high leverage and weak
financial strength and financial policy ratios - some of which are
positioned at the low-end of the "Caa" category - are a key credit
risk.  In particular, interest coverage is negligible and the
ability to repay debt with cash flow is extremely limited.
Further, the absence of financial covenants in the proposed bank
agreements provides less protection to creditors.  However, in our
opinion, the presence of external liquidity sources as well as
equity sponsors that have committed significant capital provide
greater assurance that a default is unlikely within the next
twelve months.  As a result, Moody's believes that the (P)B2
Corporate Family Rating is appropriate even though leverage
(estimated at about 8.5 times pro forma Debt/ EBITDA based on
twelve months ended Feb. 28, 2007 unaudited financial statements)
and coverage measures (estimated at 1.2 times pro forma
EBITA/interest) are more consistent with lower ratings.

The methodology implied rating under Moody's Global Methodology
for the Medical Products & Device Industry based on pro-forma
unaudited financial statements for the twelve months ended
Feb. 28, 2007 is a "B1".  However, we believe that this degree of
leverage is not fully captured under the methodology.

Diana Lee, a Senior Credit Officer at Moody's said, "The ratings
incorporate our view that industry demand for orthopedic products
is generally stable, providing an offset to an extraordinarily
leveraged balance sheet. The ratings assume that Biomet will focus
on de-leveraging over the next several years."

The rating outlook is negative, which reflects Biomet's weak
position in the B2 category due primarily to Moody's concerns
regarding extremely high debt levels.  Moody's believes that the
company will need to see operating improvements as well as grow at
industry rates in order to meaningfully de-leverage over the next
12-24 months.  The negative outlook also reflects the pending
restatement of the company's financial statements. Moody's
understands that based on preliminary information, the
restatements are expected to be immaterial compared to fiscal 2006
cash flow from operations.  We believe, however, that until the
matter is fully resolved, there remains some uncertainty with
regard to Biomet's financial performance.

Biomet's SGL-2 rating reflects our expectation that despite weak
free cash flow, the company's liquidity should be solid, supported
by external liquidity.  Following the transaction, Biomet is
expected to have about $750 million of capacity under two secured
bank revolvers.

Biomet, Inc, based in Warsaw, Indiana, is one of the leading
manufacturers of orthopedic implants, specializing in
reconstructive devices.


BIOMET INC: High Debt Leverage Cues S&P's B+ Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Warsaw, Indiana-based Biomet Inc.  The outlook is
stable.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Biomet's proposed financing, consisting of a
$350 million asset-backed revolving credit facility due June 2013,
a $400 million secured cash flow revolving credit facility due
June 2013, and a $3.6 billion secured term loan B due December
2014. The $350 million credit facility is rated 'BB-', with a
recovery rating of '1', indicating high expectation of full
recovery in the event of a payment default.  The $400 million
credit facility and the term loan B are rated 'B+', with a
recovery rating of '3', indicating expectation of meaningful
recovery (50%-80%) in the event of a payment default.

In addition, S&P assigned 'B-' ratings to the company's proposed
$775 million senior notes, $775 million senior payment-in-kind
(PIK) toggle notes, and $1.015 billion senior subordinated notes.

"The ratings on Biomet reflect a satisfactory business risk
profile that is largely offset by high debt leverage; debt to
EBITDA will be about 8x as a result of a sponsor buyout,"
explained Standard & Poor's credit analyst Jesse Juliano.  "Given
expectations of only moderate cash flow (relative to $6 billion of
debt), the company's ability to deleverage, to a great extent,
will be a function of its ability to increase EBITDA over the next
several years."


BION ENVIRONMENTAL: Closes Settlement Pact with TCMP3 Partners
--------------------------------------------------------------
Bion Environmental Technologies Inc. completed the settlement
documents with regard to a class action lawsuit by TCMP3 Partners,
LLP in the Court of Chancery in the State of Delaware.

Under the agreement, Bion Environment, Bion Dairy Corporation and
Mark Smith will pay $165,000, through insurance, into a settlement
fund.  They will also pay $405,000 to the settlement fund.  The
payments are due upon entry of a scheduling order by the Court for
approval of the settlement.  The settlement is subject to court
approval.

As part of the settlement reached in the TCMP Litigation, Bion
Environment and its majority owned subsidiary Centerpoint
Corporation, and Bion's shareholders filed an action against
Comtech Group, Inc., OAM S.p.A and others in the Court of Chancery
in the State of Delaware, along with a stipulated settlement of
the litigation.

Under to that settlement, Comtech Group and OAM will deliver to
the Shareholder Class:

   a. 144,240 shares of Bion common stock;

   b. a warrant to purchase 100,000 shares of Bion's common stock;
      and

   c. 140,000 shares of the common stock of Centerpoint
      Corporation.

Additionally, Comtech Group and OAM will assign to Bion and
Centerpoint all of their rights to any proceeds of an escrow
established from the sale of Centerpoint's assets to Aprilia
S.p.A. and any proceeds from litigation related to the
transaction with Aprilia.  As part of the settlement, one of
the other defendants will pay $150,000 into a settlement fund,
through insurance.  Of the amount, Bion Environment will
expect receive $85,000 and Centerpoint will receive $20,000.

                     About Bion Environmental

Bion Environmental Technologies Inc. -- http://www.biontech.com/
-- is currently focused on the completion of the development of
applications of its second-generation technology which provides
solutions for environmentally sound clean-up of the waste streams
of large-scale "confined animal feeding operations" (CAFO's) and
creates economic opportunities for integration of renewable energy
production, ethanol production, sustainable animal husbandry and
organic soil/fertilizer and feed production.

                          *     *     *

As reported in the Troubled Company Reporter on April 27, 2007,
Bion Environmental Technologies Inc.'s balance sheet at March 31,
2007, showed $1,122,237 in total assets and $5,274,112 in total
liabilities, resulting in a $4,151,875 total stockholders'
deficit.


BLAST ENERGY: Files Chapter 11 Plan of Reorganization in Texas
--------------------------------------------------------------
Blast Energy Services Inc. and its debtor-affiliate, Eagle
Domestic Drilling Operations LLC, filed with the United States
Bankruptcy Court for the Southern District of Texas a Joint
Chapter 11 Plan of Reorganization.

The Debtors tells the Court that their estates will not be
substantively consolidated and all obligations to holders of
claims will be the liability of either Blast Energy or Eagle
Domestic.

                       Treatment of Claims

Under the Plan, Holders of Priority Claims will be paid in full,
in cash.

The Secured Claim of Laurus Master Fund Ltd. will receive
$2,100,000 under the terms of the settlement agreement, and oil
and gas rigs owned by Eagle Domestic Drilling Operations LLC.

On the effective date, Secured Claims of Berg McAfee Companies LLC
will receive 5,600,000 shares of Blast common stock.

At the Debtors' option, Secured Claims will receive, either:

     i. cash;

    ii. the collateral of the claim; and

   iii. note, secured by a lien.

Eagle Convenience and Blast Convenience Claims will receive cash,
on the distribution date, equal to 75% of its allowed claim.

On the distribution date, Eagle Unsecured Claims will receive one
of these options:

     Option 1:

        -- cash equal to 10% of the holder's allowed claim;

        -- Eagle Junior Secured Note equal to 90% of holder's
           allowed claim;

        -- payments on the Eagle Junior Secured Note will be made
           in accordance with the terms outlined in the Plan; and

        -- At the confirmation hearing, Blast will appoint a
           collateral agent to administer the lien securing the
           payment of the Eagle Junior Secured Note and the right
           of unsecured creditors.

     Option 2:

        -- conversion of the unsecured claim to Blast common stock
           at the rate of $0.2 per share;

        -- holders will receive shares of Blast common stock on or
           before 30 days after the distribution date; and

        -- no interest in the Eagle Junior Secured Note.

On the distribution date, Blast Unsecured Claims will receive one
of these options:

     Option 1:

        -- cash equal to 10% of the holder's allowed claim;

        -- Blast Junior Secured Note equal to 90% of holder's
           allowed claim;

        -- payments on the Blast Junior Secured Note will be made
           in accordance with the terms outlined in the Plan; and

        -- At the confirmation hearing, Blast will appoint a
           collateral agent to administer the lien securing the
           payment of the Eagle Junior Secured Note and the right
           of unsecured creditors.

     Option 2:

        -- conversion of the unsecured claim to Blast common stock
           at the rate of $0.2 per share;

        -- holders will receive shares of Blast common stock on or
           before 30 days after the distribution date; and

        -- no interest in the Blast Junior Secured Note.

Second Bridge LLC Interest, totaling 900,000 shares, will be
purchased by the reorganized Debtors for $900.  The repurchased
shares will be returned to treasury.

Equity Interest Holders will be issued new share of Blast common
stock under the Plan.

A full-text copy of the Chapter 11 Plan of Reorganization is
available for a fee at:

http://www.researcharchives.com/bin/download?id=070524034339

                    About Blast Energy Services

Headquartered in Houston, Blast Energy Services and its
debtor-affiliate Eagle Domestic Drilling Operations LLC
-- http://www.blastenergyservices.com/-- owns and contracts
land drilling rigs to third parties.  The Debtor also provides
services relating to drilling rig operations.

Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband
access for Internet, data, email, applications, VoIP and video
streaming as energy industry management tools providing real-time
supervisory control and data acquisition.

The company filed for Chapter 11 protection on Jan. 19, 2007
(Bankr. S.D. Tx. Case No. 07-30424).  H. Rey Stroube, III, Esq.,
represent the Debtors.  The Official Committee of Unsecured
Creditors represented by Alan D Halperin, Esq., at Halperin
Battaglia Raicht LLP.

When the Debtor filed for protection from its creditors, it
estimated assets of $63,500,851 and debts of $51,019,486.


BOULDER SPECIALTY: Closes Merger Agreement with GFA Holdings
------------------------------------------------------------
Boulder Specialty Brands Inc. has completed its acquisition of GFA
Holdings Inc., the owner of GFA Brands Inc., maker of Smart
Balance(R) and Earth Balance(R) heart-healthy food products and
other established brands.  The combined company has adopted the
name Smart Balance Inc., and intends to apply for listing on
NASDAQ under the symbol SMBL.

"The company is pleased to have completed this transaction, and it
sees significant opportunities to build Smart Balance and Earth
Balance's heart-healthy brands into powerhouses across several
food categories," Stephen B. Hughes, chairman & chief executive
officer of Smart Balance, said.

"This represents a significant first step in the company's
strategy to be a leading marketer of healthy and organic brands
targeting two of the trends in the global food and beverage
market.  Working together, the company will leverage its
management team's skills and expertise in the categories in which
Smart Balance and Earth Balance compete well as its brand building
experience," Mr. Hughes said.

Smart Balance Inc. will be headquartered in New Jersey with an
office in Boulder, Colorado.  Employees of both companies are
expected to remain with Smart Balance.

Smart Balance markets various foods under the Smart Balance(R),
Earth Balance(R), Smart Beat(R) and other brand names. The company
is a licensee of Brandeis University for its patented oil blend to
help improve HDL/LDL cholesterol ratios.

                  About Boulder Specialty Brands

Headquartered in Cresskill, New Jersey, Boulder Specialty Brands
Inc. -- http://www.boulderspecialtybrands.com/-- (OTCBB: BDSBU,
BDSB, BDSBW) is a special purpose acquisition corporation, formed
to acquire a lower middle market food & beverage company/brands.

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Boulder Specialty Brands Inc.  At the same time,
Standard & Poor's assigned its 'B-' bank loan and '2' recovery
ratings to Boulder's proposed $140 million senior secured, first-
lien credit facility, and its 'CCC' bank loan and '5' recovery
ratings to Boulder's proposed $40 million senior secured, second-
lien term loan.  The outlook is negative.


CALPINE CORP: Inks Prelim Settlement Pact with Canadian Units
-------------------------------------------------------------
Calpine Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that it has reached a
preliminary settlement with certain of its Canadian subsidiaries
that are applicants in separate insolvency proceedings pending in
Canada.

The salient terms of the preliminary settlement are:

   (a) Calpine Corp. will withdraw, with prejudice, its partial
       objection to Claim No. 5742, filed by HSBC Bank USA,
       National Association, the indenture trustee for the notes
       issued by Calpine Canada Energy Finance ULCI.

   (b) The U.S. Debtors will retain their equity interests in the
       Canadian Debtors, including, without limitation, for
       purposes of distributions in the Canadian Companies'
       Creditors Arrangement Act Proceedings.

   (c) Claim Nos. 4493 and 4442 and Calpine Canada Resources
       Company's intercompany claim against ULCI for $9,865,040
       will be assigned to the U.S. Debtors.

   (d) Claim No. 4448 will be allowed as a non-subordinated
       general unsecured claim for $232,000,000 against the U.S.
       Debtors.

   (e) Manufacturers and Traders Trust Company, as indenture
       trustee to the notes issued by Calpine Canada Energy
       Finance ULC II, will have an allowed general unsecured
       claim for approximately GBP14,925,929 as of April 15,
       2007, against ULCII.

   (f) ULCII will have one allowed general unsecured claim
       against CCRC in an amount required to allow ULCII to pay
       the Allowed ULCII Indenture Trustee Claim and any other
       allowed claims against ULCII in full.

   (g) The ULCII Indenture Trustee will have one allowed general
       unsecured claim for $361,660,821 against Calpine Corp.

   (h) The fraudulent transfer complaint related to the
       Greenfield Project will be dismissed with prejudice and
       without costs in exchange for an allowed, postpetition
       administrative expense priority claim for $15,000,000 in
       favor of Calpine Energy Services Canada Partnership
       against Calpine Corp.

   (i) Calpine Corp. will have an allowed first ranking charge of
       $90,000,000 against CCRC on the net proceeds of the sale
       of the ULCI Senior Notes.

Charles B. Clark, Jr., Calpine Corp.'s senior vice president and
chief accounting officer, says the settlement is still subject to
definitive documentation and approval of the United States
Bankruptcy Court for the Southern District of New York and the
Alberta Court of Queen's Bench and Calpine's board of directors
and certain other creditor approvals.

A copy of the preliminary settlement between the U.S. and
Canadian Debtors is available for free at:

               http://ResearchArchives.com/t/s?2010

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 49 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).

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


CALPINE CORP: Turns to Deloitte Financial for Accounting Services
-----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Deloitte Financial Advisory Services LLP, to perform
accounting services related to their emergence from Chapter 11,
nunc pro tunc to March 21, 2007.

The Debtors tell the Court that they have spent the past several
months developing a plan of reorganization that they believe will
lead to a successful emergence from their Chapter 11 cases.

Due to the large and complex nature of their businesses, the
Debtors have sought assistance from Deloitte FAS to:

   (a) determine the accounting effects of the reorganization;

   (b) revaluate their assets and liabilities under applicable
       fresh-start accounting rules;

   (c) record the resulting transactions in their books; and

   (d) determine other necessary, emergence-related external
       reporting disclosures in conformity with applicable
       accounting standards.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
says Deloitte FAS will deliver fresh-start accounting services in
five phases:

   Phase 1 - Deloitte FAS will gain a high-level understanding of
             the Debtors' existing accounting environment,
             processes, systems and controls with respect to
             fresh-start issues and requirements, and develop an
             action plan by outlining tasks and the preliminary
             timeline of efforts to be completed for emergence
             from the bankruptcy cases.

   Phase 2 - Deloitte FAS will assist the Debtors in the design
             of the processes and tools that will be required to
             complete the fresh-start accounting.

   Phase 3 - Deloitte FAS will assist the Debtors in the
             development, testing and verification the processes
             and systems utilities required to support the
             implementation of fresh-start accounting.

   Phase 4 - The objective of the implementation phase is to
             record the plan effects and fresh-start adjustments
             to determine the predecessor entity final income
             statement and successor entity opening balance sheet
             needed for consolidated and separate entity
             reporting purposes.

   Phase 5 - Deloitte FAS will assist the Debtors' management in
             the preparation of accounting information and
             disclosures in support of public financial filings
             like for 10Ks and 10Qs and other company financial
             statements.

In addition, Deloitte Consulting, LLP, an affiliate of Deloitte
FAS, will act as a subcontractor to Deloitte FAS to assist in the
implementation aspects of the fresh-start accounting services.

The Debtors will pay Deloitte FAS a $1,500,000 fixed fee for
services the firm will render during the first two phases.  The
Fixed Fee excludes non-working travel time incurred during the
performance of the contemplated services, David R. Seligman,
Esq., at Kirkland & Ellis LLP, in New York, tells the Court.

For work done in phases three to five, the Debtors will pay
Deloitte FAS its customary hourly rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Partner/Principal/Director          $600 to $725
      Senior Manager                      $480 to $580
      Manager                             $380 to $500
      Senior Staff                        $275 to $375
      Staff                               $175 to $250
      Paraprofessional                    $75

The Debtors will also reimburse Deloitte FAS for any actual and
necessary expenses.

For additional services Deloitte FAS will perform, the Debtors
will pay each Deloitte professional involved according to these
rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Partner/Principal/Director          $545 to $620
      Senior Manager                      $435 to $495
      Manager                             $325 to $375
      Senior Staff                        $275 to $325
      Staff                               $175 to $250

Kirk Blair, a partner at Deloitte FAS, assures the Court that his
firm does not represent any interest adverse to the Debtors and
their estates, and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Blair discloses that Deloitte FAS is an affiliate of Deloitte
Tax, LLP, who has provided prepetition tax services to the
Debtors and has received approximately $4,924,455 within the 90-
day period before the Petition Date.  As of the Petition Date,
the Debtors owe Deloitte Tax $1,995.  However, Deloitte Tax is
not seeking recovery of that amount, Mr. Blair tells the Court.

Deloitte & Touche, LLP, an affiliate of Deloitte FAS, has also
provided prepetition attest services to the Debtors and has
received $84,483 within the 90-day period before the Petition
Date.  No amount is owing to Deloitte & Touche as of the Petition
Date, Mr. Blair says.

                     About Calpine Corporation

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 49 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).

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


CALPINE CORP: Appoints Sarah Novosel as Senior Vice President
-------------------------------------------------------------
Calpine Corporation has named Sarah Novosel Senior Vice
President-Government Affairs and Managing Counsel to lead
Calpine's Washington, D.C. office and to continue to direct
Calpine's federal regulatory practice before the Federal Energy
Regulatory Commission and other federal agencies.

"Sarah is a premier Washington energy attorney with significant
knowledge of regulatory law and experience both in private
practice and as a regulatory lawyer for several major energy
companies.  We are pleased to have Sarah assume management
of the Washington office, which plays a critical role in the
company's strategic initiatives," stated Robert P. May, Calpine's
Chief Executive Officer.

Ms. Novosel has been practicing energy law for more than 15
years and joined Calpine in April 2004 as Senior Regulatory
Counsel.  She began her career in 1991 with the law firm of
Bracewell & Patterson in Washington, D.C., focusing on natural
gas restructuring issues for local distribution companies and
natural gas marketing clients.  In 1996, with FERC's issuance of
its electric transmission open access rule, Ms. Novosel directed
her practice to electric regulation issues for power marketing
and generation companies.  A graduate of the University of
Maryland with a bachelor's degree in Government and Politics,
she earned her law degree from Georgetown University Law Center.

                    About Calpine Corporation

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 49 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).

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


CELL THERAPEUTICS: March 31 Balance Sheet Upside-Down by $106.9 MM
------------------------------------------------------------------
Cell Therapeutics Inc. reported financial results for the first
quarter ended March 31, 2007, with a stockholders' deficit of
$106.9 million, from total assets of $94.3 million, total
liabilities of $195.4 million, and Series A 3% Convertible
Preferred Stock of $5.8 million.

For the three months ended March 31, 2007, the company had
$26.1 million net loss on $20,000 total revenues, as compared with
$51.9 million net loss on $20,000 total revenues for the three
months ended March 31, 2006.

Net loss attributable to common shareholders for the quarter
totaled $28.7 million versus a net loss attributable to common
shareholders of $51.9 million for the quarter ended March 31,
2006.  Total operating expenses for the quarter totaled
$23.6 million compared to $26.5 million for the comparable period
in 2006.

The company ended the quarter with about $48.7 million in cash and
cash equivalents, securities available-for-sale, and interest
receivable, before taking into account gross proceeds of
$37.2 million received from the recent convertible preferred stock
and warrants offering and payment of a $10.6 million settlement
expense in April 2007.

Cash and cash equivalents, securities available-for-sale and
interest receivable are about $48.7 million as of March 31, 2007.
In addition, in April 2007, the company closed a Series B 3%
convertible preferred stock and common stock warrant financing
generating proceeds of about $34.9 million, net of placement
agency fees.

Also in April 2007, the company made a payment of $10.6 million in
the settlement of its litigation with the U.S. Attorney's Office,
or USAO, which amount includes interest accrued from the date of
reaching agreement in principle with the USAO until the date the
payment was made.  The company expects that the net amount will
not be sufficient to fund operations for the next 12 months.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2008

"CTI is focused on re-entering the blood-related cancer market.
The Company will look at acquiring one or more near-term products
that could re-establish our commercial efforts in anticipation of
a potential pixantrone NDA in 2008, depending on interim results
from our pivotal trial later this year," said James A. Bianco,
M.D., president and chief executive officer of CTI.  "With the
planned expansion of pixantrone pivotal studies into indolent NHL,
the initiation of a gender-specific trial in lung cancer with
XYOTAX, and the exciting prospects of Aequus and our pre-clinical
programs, 2007 promises to be a very exciting year for
repositioning the company for growth."

Recent Highlights

     -- Raised about $57.2 million from two convertible preferred
        stock and warrant offerings, $20 million and $37.2 million
        gross proceeds, for each;

     -- Announced plans to form a new spin-off company, Aequus
        BioPharma Inc. to develop a Genetic Polymer(TM) technology
        that was created at CTI to speed the manufacture,
        development and commercialization of novel
        biopharmaceuticals including follow-on biologics and
        siRNA;

     -- Submitted a protocol under Special Protocol Assessment
        guidelines to the U.S. Food and Drug Administration for a
        pivotal clinical trial, known as PIX303, for pixantrone
        combination chemotherapy in patients with indolent non-
        Hodgkin's lymphoma;

     -- Submitted protocols under SPA guidelines to FDA for two
        pivotal clinical trials, known as PGT306 and PGT307, for
        XYOTAX(TM), paclitaxel poliglumex, in women with lung
        cancer who have not received prior chemotherapy;

     -- Reported on preliminary results in an investigator-
        sponsored phase II study of XYOTAX(TM) in patients with
        taxane-resistant androgen independent prostate cancer
        showing 'encouraging' major responses, which were
        presented at a medical conference in February;

     -- Effected a one-for-four reverse stock split of common
        stock in an attempt to bring the capital structure and
        balance sheet in line with other pre-commercial stage
        companies and make the stock more available to a wider
        cross section of institutional fund investors;

     -- Received approval in a special meeting of shareholders to
        amend and restate the company's articles of incorporation
        to increase the number of authorized shares; the current
        authorized shares are 100 million of common stock and 10
        million of preferred stock; and

     -- Settled government claims, arising from an investigation
        dating to 2004, of allegations regarding alleged
        overpayments by Medicare to doctors who prescribed the
        anti-cancer drug, TRISENOX, with a full release from
        liability and no admission of wrongdoing by CTI; CTI filed
        suit against the Lash Group alleging that it provided CTI
        negligent professional advice about Medicare
        reimbursements which created this liability.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC)
-- http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

The company's balance sheet at Dec. 31, 2006, showed
$101.8 million in total assets and $203.4 million in total
liabilities, resulting in a $101.6 million total stockholders'
deficit.


CENTRAL GARDEN: First Quarter Net Sales Widen to $485.7 Million
---------------------------------------------------------------
Central Garden & Pet Company reported net sales of $485.7 million,
an increase of 21% from $401.3 million in the comparable fiscal
2006 period.  Income from operations for the quarter increased 1%
to $46.2 million from $45.7 million in the year ago period.  The
company reported net income for the quarter of $21.5 million,
compared to net income of $26.2 million in the year ago period.

Branded product sales increased 25%.  Sales of other
manufacturers' products increased 2%.  Organic sales increased
11%.  Depreciation and amortization for the quarter was
$7.4 million compared to $6 million in the year ago period.

As of March 31, 2007, the company listed $1.7 billion in total
assets, $976.2 million in total liabilities, $1.3 million in
minority interest, and $755.9 million in total stockholders'
equity.

The primary cash flows for the six months ended March 31, 2007,
were $115.9 million of cash used in operating activities and
$45.9 million of cash used in investing activities partially
offset by $147.9 million provided by financing activities.  At
March 31, 2007, the company's total debt outstanding was
$713.2 million compared to $655.8 million at March 25, 2006, due
to acquisitions and increased seasonal working capital
requirements.

The company believes that cash flows from operating activities,
funds available under its revolving credit facility, and
arrangements with suppliers will be adequate to fund its presently
anticipated working capital requirements for the foreseeable
future.  It anticipates capital expenditures to be about
$40 million for fiscal 2007.

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

"Our continued focus on new product innovation supported by our
brand building initiatives, contribution from acquisitions
completed in fiscal 2006, and favorable early season weather
conditions drove our strong sales performance," noted Glenn
Novotny, president and chief executive officer of Central Garden &
Pet.  "Operating income and margins continued to be adversely
impacted primarily by higher grain costs related to our wild bird
feed operations. In addition, higher interest expense associated
with recent acquisitions and a higher tax rate than prior year
further impacted net income."

                     Results for Six Months

For the six months ending March 31, 2007 of fiscal 2007, the
company reported net sales of $803 million, an increase of 16%
from $694 million in the comparable 2006 period.  Income from
operations for the period decreased 6% to $52.2 million.  Net
income for the first six-month period decreased 36% to
$18.5 million from $28.8 million in the year ago period.  Branded
product sales increased 21% while sales of other manufacturers'
products declined 4%.  Depreciation and amortization for the first
six month period was $14.3 million compared to $11.2 million in
the year ago period.

"We are reiterating our sales and earnings guidance for the year,"
concluded Mr. Novotny.  "However, we are closely watching the
performance of our Garden business, which experienced lower than
anticipated sales in April, and the continued volatility of the
grain cost environment."

                      About Central Garden

Headquartered in Walnut Creek, California, Central Garden & Pet
Company (NASDAQ: CENT) -- http://www.central.com/-- markets and
produces branded products for the lawn & garden and pet supplies
markets.  Products are sold to specialty independent and mass
retailers.  The company also provides a host of other regional and
application-specific garden and pet brands and supplies.  The
company has approximately 5,000 employees, primarily in North
America and Europe.

                          *     *     *

Central Garden and Pet Company carries Moody's Investors Service's
Ba3 corporate family rating.  Additionally, Moody's held the
company's Ba2 probability-of-default rating on the company's
$350 million senior secured revolver.


CENTRAL PARKING: Moody's Cuts Corporate Family Rating to B2
-----------------------------------------------------------
Moody's Investors Service converted the provisional credit
facility ratings of KCPC Acquisition, Inc. into definitive ratings
in connection with the recently completed leveraged buyout of
Central Parking Corporation.

Concurrently, Moody's withdrew the ratings on CPC's former bank
credit facility, downgraded the Corporate Family Rating and
Probability of Default Rating of CPC to B2 and affirmed the B2
rating on the convertible trust issued preferred securities issued
by the Central Parking Finance Trust.  This rating action
concludes a review for possible downgrade initiated on Feb. 22,
2007.  The rating outlook is stable.

KCPC established an escrow account in connection with the closing
of the buyout to fund the expected conversion of the TIPS into
cash consideration.  Moody's expects to withdraw the ratings on
the TIPS in the near term upon the conversion of substantially all
of the TIPS for cash consideration.  However, if a material amount
of TIPS remain outstanding, then Moody's expects to lower the TIPS
rating to Caa1.  Moody's expects to withdraw the Corporate Family
Rating and Probability of Default Rating of CPC in the near term.

Moody's converted these provisional ratings of KCPC into
definitive ratings:

   -- $80 million 6 year first lien revolving credit facility,
      to Ba2 (LGD2, 20%) from (P)Ba2 (LGD2, 19%);

   -- $235 million 7 year first lien term loan facility, to
      Ba2 (LGD 2, 20%) from (P)Ba2 (LGD2, 19%);

   -- $55 million 7 year first lien synthetic letter of credit
      facility, to Ba2 (LGD2, 20%) from (P)Ba2 (LGD2, 19%);

   -- $50 million 7.5 year second lien term loan facility, to
      B2 (LGD4, 53%) from (P)B2 (LGD4, 51%); and

   -- Corporate Family Rating, to B2 from (P)B2.

These rating actions were taken with respect to Central Parking
Corporation:

   -- Downgraded Corporate Family Rating, to B2 from Ba3;

   -- Downgraded Probability of Default Rating, to B2 from Ba3;

   -- Affirmed $78 million 5.25% convertible trust issued
      preferred securities (issued by the Central Parking
      Finance Trust), B2 (LGD6, 93%);

   -- Withdrew $225 million senior secured revolving credit
      facility due 2008, rated Baa3 (LGD2, 15%); and

   -- Withdrew $74 million senior secured term loan facility
      due 2010, rated Baa3 (LGD2, 15%).

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking and transportation-
related services.  As of Dec. 31, 2006, the Company operated more
than 3,100 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 for the 12-month period ended Dec. 31, 2006 were about
$1.1 billion.


COMFORCE CORP: Partially Redeems $10 Million of 12% Senior Notes
----------------------------------------------------------------
COMFORCE Corporation has requested Wilmington Trust to send a
notice of partial redemption in order to redeem, on June 28, 2007,
$10 million principal amount of the 12% Senior Notes due Dec. 1,
2010, at a redemption price equal to 103% of the principal amount,
plus accrued interest from June 1, 2007, to the scheduled
redemption date.  The total redemption price, including accrued
interest, will be $10.39 million.

COMFORCE expects to utilize loan proceeds under its bank credit
facility to effect this partial redemption of its Senior Notes on
the scheduled redemption date.  Only Senior Notes held by holders
selected for redemption are being redeemed.  Upon completion of
this partial redemption, $12.89 million of the company's 12%
Senior Notes will remain outstanding.

"The company is pleased to have the opportunity to complete this
redemption and further lower its interest expenses," John Fanning,
chairman and chief executive officer of COMFORCE, said.  "Subject
to satisfying all conditions under the company's bank credit
facility, the company intends to use proceeds under this facility
to redeem $10 million principal amount of Senior Notes.  When the
redemption is completed, the company's public debt will stand at
$12.9 million as compared to $138.8 million as of June 2000.  The
company has worked hard to achieve these results and I commend the
company's executive team in attaining significant savings in its
interest expense and improving the company's capital structure."

                    About COMFORCE Corporation

Headquartered in Woodbury, New York, COMFORCE Corporation (Amex:
CFS) -- http://www.comforce.com-- is a provider of outsourced
staffing management services that enable Fortune 1000 companies
and other large employers to consolidate, automate and manage
staffing, compliance and oversight processes for their contingent
workforces.   The company also provides specialty staffing,
consulting and other outsourcing services to Fortune 1000
companies and other large employers for their healthcare support
services, technical and engineering, information technology,
telecommunications and other staffing needs.  The company operates
in three segments: (i) Human Capital Management Services, provides
consulting services for managing the contingent workforce through
its PRO Unlimited(R) subsidiary; (ii) Staff Augmentation provides
healthcare support services, including RightSourcing(R) Vendor
Management Services, Technical, Information Technology and other
staffing services; and (iii) Financial Outsourcing Services
provides funding and back office support services to independent
consulting and staffing companies.

                          *     *     *

At April 1, 2007, the company's balance sheet showed total assets
of $190.7 million, total liabilities of $205.1 million, resulting
to a total stockholders' deficit of $14.4 million.


COMM 2007: Moody's Puts Low-B Ratings on Four Security Classes
--------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by COMM 2007-FL14 Mortgage Pass-Through
Certficates.

The provisional ratings issued on April 23, 2007 have been
replaced with these definitive ratings:

   -- Class A-1, $1,291,365,000, rated Aaa;
   -- Class X-1 $2,159,024,377*, rated Aaa;
   -- Class X-2, $2,159,024,377*, rated Aaa;
   -- Class X-3-DB, $2,350,300,000*, rated Aaa;
   -- Class X-3-SG, $156,474,502*, rated Aaa;
   -- Class X-4, $2,159,024,377*, rated Aaa;
   -- Class X-5-DB, $0*, rated Aaa;
   -- Class X-5-SG, $0*, rated Aaa;
   -- Class A-J, $430,456,000, rated Aaa;
   -- Class B, $91,758,000, rated Aa1;
   -- Class C, $75,566,000, rated Aa2;
   -- Class D, $64,771,000, rated Aa3;
   -- Class E, $64,771,000, rated A1;
   -- Class F, $64,771,000, rated A2;
   -- Class G, $21,590,000, rated A3;
   -- Class H, $21,590,000, rated Baa1;
   -- Class J, $13,494,000, rated Baa2;
   -- Class K, $18,892,377, rated Baa3;
   -- Class MKL1 $63,000,000, rated Baa1;
   -- Class MKL2 $55,000,000, rated Baa2;
   -- Class MKL3, $54,000,000, rated Baa3;
   -- Class GLB1, $16,000,000, rated Baa2;
   -- Class GLB2, $21,000,000, rated Baa3;
   -- Class GLB3, $25,000,000, rated NR;
   -- Class GLB4, $13,000,000, rated Ba1;
   -- Class AOA1, $12,000,000, rated Baa2;
   -- Class AOA2, $11,000,000, rated Baa3;
   -- Class AOA3, $15,000,000, rated NR;
   -- Class AOA4, $15,000,000, rated Ba2;
   -- Class PG1, $4,000,000, rated Baa1;
   -- Class PG2, $6,000,000, rated Baa2;
   -- Class PG3, $6,000,000, rated Baa3;
   -- Class PG4, $5,400,000, rated Ba1;
   -- Class PH1, $4,444,000, rated Baa1;
   -- Class PH2, $4,000,000, rated Baa2;
   -- Class PH3, $5,000,000, rated Baa3;
   -- Class CA1, $2,500,000, rated Baa2;
   -- Class CA2, $1,500,000, rated Baa3;
   -- Class CA3, $1,000,000, rated Ba1;
   -- Class SA1, $7,906,125, rated Baa3.

*Approximate notional amount

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

   -- Class SA2, $2,500,000, WR;
   -- Class SA3, $6,000,000, WR.


COMMERCIAL MORTGAGE: Moody's Junks Rating on Two Cert. Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of nine classes of Commercial Mortgage
Acceptance Corp., Commercial Mortgage Pass-Through Certificates,
Series 1999-C1:

   -- Class A-2, $364,098,902, affirmed at Aaa;
   -- Class X, Notional, affirmed at Aaa;
   -- Class B, $33,021,000, affirmed at Aaa;
   -- Class C, $34,856,000, affirmed at Aaa;
   -- Class D, $11,007,000, affirmed at Aaa;
   -- Class E, $23,848,000, upgraded to Aaa from A1;
   -- Class F, $12,842,000, upgraded to Aaa from A3;
   -- Class G, $1,834,000, upgraded to Aa1 from Baa1;
   -- Class H, $12,842,000, upgraded to A1 from Baa3;
   -- Class J, $20,179,000, upgraded to Baa3 from Ba2;
   -- Class K, $5,504,000, upgraded to Ba2 from Ba3;
   -- Class L, $7,338,000, affirmed at B1;
   -- Class M, $9,172,000, affirmed at B2;
   -- Class N, $5,504,000, affirmed at Caa1; and
   -- Class O, $3,669,000, affirmed at Caa3.

As of the May 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 24.8%
to $552.0 million from $733.8 million at securitization. The
Certificates are collateralized by 199 mortgage loans ranging in
size from less than 1.0% to 5.3% of the pool, with the top 10
loans representing 22.2% of the pool.  Thirty-seven loans
representing 32.9% of the pool have defeased and are
collateralized by U.S. Government securities.

Four loans have been liquidated from the trust, resulting in an
aggregate realized loss of approximately $2.9 million.  One loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's estimates a loss of approximately $2.5 million for the
specially serviced loan.  Forty-six loans, representing 19.1% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for approximately 96.0% and 83.7%, respectively,
of the pool.  Moody's weighted average loan to value ratio is
72.6%, compared to 84.2% at Moody's last full review in October
2005 and compared to 86.3% at securitization. Moody's is upgrading
Classes E, F, G, H, J and K is due to increased credit support,
defeasance and improved overall pool performance.

The top three non-defeased loans represent 4.5% of the outstanding
pool balance.  The largest loan is the Patriot Apartments Loan
($9.1 million - 1.7%), which is secured by a 320 unit multifamily
complex located in El Paso Texas.  Moody's LTV is 64.1%, compared
to 71.4% at last review. The second largest loan is the Place
Apartments Loan ($7.9 million -- 1.4%), which is secured by a 230
unit multifamily property located in Fort Myers, Florida.  Moody's
LTV is 84.7%, compared to 99.6% at last review. The third largest
loan is the Phoenix Apartments Loan ($7.6 million - 1.4%), which
is secured by a 336 unit multifamily property located in El Paso,
Texas.  Moody's LTV is 73.5%, compared to 75.5% at last review.


COMSTOCK HOMEBUILDING: Weak Performance Cues S&P to Cut Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Comstock Homebuilding Cos. Inc. to 'B' from 'B+'.  The
outlook remains negative.

"The rating action reflects Comstock's weak first-quarter
performance, a strained financial profile, and the continued
competitive conditions that characterize the company's primary
housing markets," explained Standard & Poor's credit analyst Lisa
Sarajian.  Comstock currently has no rated debt securities
outstanding.

Leverage levels will be high until Comstock's Eclipse project--a
complex and sizable 465-unit, two-tower condo development in
Arlington, Virginia--is completed.  Moreover, quarterly cash flow
is likely to remain volatile as the company works to monetize some
assets while selectively investing for improved performance within
its non-Washington, D.C. area communities.  Standard & Poor's
would lower the rating further if market conditions worsen,
inhibiting management's deleveraging efforts.  However, S&P would
revise the outlook back to stable, and potentially raise the
rating, upon the repayment of the Eclipse loan and a return to
modest, but sustainable, profitability.


COMVERSE TECHNOLOGY: Nasdaq Delists Common Stock
------------------------------------------------
Comverse Technology Inc. reported that the Nasdaq Stock Market
would delist its common stock.  Comverse Technology's stock was
suspended on Feb. 1, 2007, and has not traded on NASDAQ since that
time.

NASDAQ will file a Form 25 with the Securities and Exchange
Commission to complete the delisting.  The delisting becomes
effective ten days after the Form 25 is filed.

Comverse Technology Inc., -- http://www.cmvt.com/-- (Pink
Sheets: CMVT.PK) through its Comverse Inc. subsidiary, provides
software and systems enabling network-based multimedia enhanced
communication and billing services.  The company's Total
Communication portfolio includes value-added messaging,
personalized data and content-based services, and real-time
converged billing solutions.  Over 500 communication and content
service providers in more than 130 countries use Comverse products
to generate revenues, strengthen customer loyalty and improve
operational efficiency.  Other Comverse Technology subsidiaries
include: Verint Systems (VRNT.PK), which provides analytic
software-based solutions for communications interception,
networked video security and business intelligence; and Ulticom
(ULCM.PK), which provides service enabling signaling software
for wireline, wireless and Internet communications.

                          *      *      *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services kept its 'BB-' corporate credit
and senior unsecured debt ratings on New York-based Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006.


CONSECO INC: Amends Credit Deal, Hires Banc of America as Arranger
------------------------------------------------------------------
Conseco Inc. has engaged Banc of America Securities LLC and
J.P. Morgan Securities Inc. to act as lead arrangers and joint
bookrunners in connection with the amendment of its senior secured
Credit Agreement, which has a remaining outstanding balance of
$671.6 million.

The amendment is expected to provide for:

   a) a $200 million increase in the principal amount of the
      facility; and

   b) a revised financial covenants which would allow the company
      to repurchase up to $300 million of its common stock over
      the life of the facility.

The proceeds of approximately $200 million will be used for
general corporate purposes including the repurchase of Conseco
common stock and the strengthening of the capital of the company's
insurance subsidiaries.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE:CNO) --
http://www.conseco.com/-- is a holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance
products.

The company operates in two segments, Bankers Life and Conseco
Insurance Group, and a third segment comprised of businesses in
run-off, which includes blocks of business that the company no
longer markets or underwrites and are managed separately from its
other businesses. The company also has a corporate segment  which
consists of holding company activities and certain noninsurance
company businesses that are not related to its operating segments.

                          *      *      *

Fitch Rating affirmed the 'BB+' Issuer Default rating.  The
company's preferred Stocks carry Moody's Investors Service's 'B3'
rating and its long-term local issuer credit carry Standard and
Poor's 'BB-' rating.


CONSUMERS TRUST: Recovers $3.2MM From Court OK'd Settlement Pact
----------------------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York approved the settlement
agreement between The Consumers Trust, and David Rubin and Henry
Lan, the Receivers for the Debtor, its Official Committee of
Unsecured Creditors, Richard Caplan, Caplans Solicitors, and
Wesley Harrison.

The proposed settlement and compromise was reached by the parties
in connection with the discovery of the breach of trust under
English law committed by the Debtor's solicitor trustees.  The
settlement agreement will provide the estate with a recovery of
$3,200,000 in cash, and prevents the parties from further pursuing
litigation and incurring substantial collection costs.

As reported in the Troubled Company Reporter on Mar 3, 2006, Judge
Gerber had authorized Debtor and the Creditors' Committee to
examine, pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure:

     -- Richard Caplan, Wesley Harrison, Andrew Davis and Dennis
        Bonley;

     -- Caplans Solicitors and the Davis Bonley accounting firm;

     -- Consumer Promotions, Inc., and its principal, James P.
        Rigsby;

     -- CP Promotions Ltd.;

     -- Eurofinance SA and its principal Adrian Roman;

     -- Robin Wertheimer, Esq.;

     -- Aaron J. Racine, Esq., and his law firm Monaco, Sanders,
        Gotfredson, Racine & Barber, LC;

     -- James R. Hobbs, Esq., and his law firm Wyrsch Hobbs &
        Mirakian, PC; and

     -- GT Enterprises, Inc.

The Committee and the Debtor, through David Rubin and Henry Lan --
Receivers appointed by order of the High Court of Justice,
Chancery Division in the United Kingdom -- had investigated the
Rule 2004 parties to gain a clear and accurate understanding of
the Debtor's business and financial affairs, and to determine if
there are additional assets, including potential causes of action,
to satisfy the claim of creditors.

The Receivers told the Court that the Rule 2004 parties are
effectively the owners, operators, attorneys, management and
sales agents of a sales promotion program launched by the Debtor
in 2002.

Subsequently, the counsel for the Debtor and the Committee
traveled to London to examine, under Rule 2004, Consumers Trust's
accountant trustees and solicitor trustees.  The Debtor and the
Committee found out that:

   * Mr. Caplan and Harrison et al., the solicitor trustees, had
     committed breaches of trust under English law, including
     authorizing the Debtor to pay $1,850,000 in trust funds to
     settle a Missouri action, without the requisite legal
     authority under the trust deed creating the Consumers Trust;
     and

   * the solicitor trustees failed to independently determine the
     adequacy of the trust funds maintained by the Debtor to pay
     the claims of consumers who had sued the Trust before.

The solicitor trustees have not admitted any wrongdoing in
connection with the settlement.

                    About The Consumers' Trust

Based in London, England, The Consumers Trust filed for Chapter 11
protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No. 05-60155).
Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP, represents
the Debtor in its restructuring efforts.  The Debtor hired Fraser
Milner Casgrain LLP to represent it in its ancillary proceeding in
Canada under the Canadian Companies' Arrangement Act.  David Rubin
& Partners is the Debtor's financial advisor.  David L. Barrack,
Esq., at Fulbright & Jaworski L.L.P represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated between $1 million to
$10 million in total assets and more than $100 million in total
debts.


COVENTRY HEALTH: Earns $121.7 Million in First Quarter 2007
-----------------------------------------------------------
Coventry Health Care Inc. reported operating revenues totaling
$2.2 billion for the quarter ended March 31, 2007.  First quarter
net earnings were $121.7 million.  The company had total operating
revenues of $1.9 billion and net earnings of $121 million for the
first quarter ended March 31, 2006.

"We are right on track for another year of strong growth in
revenue and earnings per share," said Dale B. Wolf, chief
executive officer of Coventry.  "In the first three months of the
year we announced a meaningful acquisition, repurchased four
million shares, refinanced debt at favorable rates, and
successfully launched Medicare PFFS.  We were able to accomplish
all of these things while continuing to deliver the strong
operational and financial results you have come to expect."

First Quarter Highlights

    * Revenues up 15.4% from the prior year quarter;

    * Selling, General & Administrative expenses were 16.5% of
      operating revenues, an improvement of 40 basis points from
      the prior year quarter;

    * Share repurchase of 4 million shares at a cost of
      $221.3 million;

    * Announced Concentra workers' compensation services
      acquisition;

    * Called and retired $170.5 million 8.125% 2012 senior notes;

    * Placed $400 million of 10-year senior notes at a coupon rate
      of 5.95%; and

    * GAAP cash flows from operations were $483.6 million.
      Adjusted for the timing of Medicare-related payments, cash
      flows from operations were $215.6 million or 177% of net
      income.

As of March 31, 2007, the company had total assets of
$6.3 billion, total liabilities of $3.4 billion, and total
stockholders' equity of $2.9 billion.

The company's cash and investments, consisting of cash and cash
equivalents and short-term and long-term investments, but
excluding deposits of $54.9 million restricted under state
regulations, increased $500.3 million to $3.2 billion at March 31,
2007, from $2.7 billion at Dec. 31, 2006.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2016

                   Consolidated Guidance Details

The company's second quarter 2007 guidance includes total revenues
of $2.3 billion to $2.4 billion and its 2007 full year guidance
includes consolidated revenues of $9.2 billion to $9.5 billion.
Projected capital expenditures in 2007 of about $65 million to
$70 million consist primarily of computer hardware, software and
other equipment.

                          About Coventry

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad
cross section of individuals, employer and government-funded
groups, government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.

                          *     *     *

Coventry Health Care presently carries Moody's Ba1 long-term
corporate family rating, bank loan debt rating, and senior
unsecured debt rating.


CRESCENT REAL: Moody's Holds B1 Rating on Senior Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 senior and B3 preferred
ratings of the Crescent Real Estate Equities LP and Crescent Real
Estate Equities Company, respectively, with a stable outlook.

Crescent has agreed to be acquired by Morgan Stanley Real Estate
in a transaction valued at approximately $6.5 billion, including
liabilities to be assumed by MSRE.  The transaction requires
shareholder approval and is expected to close in the third quarter
of 2007.  According to Moody's, any additional risk introduced by
the merger agreement is reflected in the ratings.

Crescent has met with some success in executing its 2007 strategic
plan, whereby it would divest non-core assets and operate as a
REIT focused on the ownership and operation of office properties
in select markets.  Proceeds from sales were slated to strengthen
Crescent's balance sheet and increase liquidity.  Moody's expects
that asset sales will continue under MSRE's ownership and in the
interim.  Moody's also expects that all rated securities will be
redeemed or liquidated by or soon after the close of the
transaction, at which time Moody's would expect to withdraw the
ratings.

These ratings were affirmed with a stable outlook:

   -- Crescent Real Estate Equities Company -- B3 preferred;
      (P)B3 preferred shelf;

   -- Crescent Real Estate Equities LP -- B1 senior unsecured.

Crescent Real Estate Equities Company (NYSE:CEI) is a REIT
headquartered in Fort Worth, Texas, USA and owns and manages a
portfolio of 70 office buildings through its subsidiaries and
joint ventures in markets across the USA, with a major
concentration in Texas.  Crescent also holds investments in resort
residential developments, destination resorts, spas and
temperature-controlled logistics.

Morgan Stanley Real Estate has acquired $121.5 billion of real
estate assets worldwide since 1991 and currently manages $55.6
billion in real estate assets on behalf of its clients as well as
$26.7 billion in public real estate securities.


DELHAIZE AMERICA: Moody's Lifts Sr. Unsec. Debt Rating to Baa3
--------------------------------------------------------------
Moody's Investors Service upgraded Delhaize America's senior
unsecured debt rating to Baa3 from Ba1 based on the implementation
of cross-guarantees between Delhaize America and its Baa3-rated
parent, Etablissements Delhaize Freres et CIE "Le Lion".  Delhaize
America's corporate family and probability of default ratings have
also been raised to Baa3 from Ba1; these ratings will be
withdrawn, as will the LGD Assessment.  The effect of the cross-
guarantees is to establish pari passu treatment of the debt of
Delhaize America and its parent.

The outlook is stable.

Ratings upgraded:

   -- Corporate Family Rating to Baa3 from Ba1;
   -- Probability of Default Rating to Baa3 from Ba1; and
   -- Senior unsecured and medium term notes to Baa3 from Ba1
      LGD4 (61%).

Delhaize Group's Baa3 rating is underpinned by the company's low
business risk, as evidenced by the company's high share of food
products, its low cash flow seasonality, each quarter's operating
cash flow representing less than 40% of the annual operating cash
flow.  The rating also factors in the relatively good geographic
diversification: Delhaize Group is anchored on two home markets,
the U.S. and Belgium, which together represent more than 90% of
group's revenues.  It also has a profitable, albeit much smaller
presence in Greece, Romania, and Indonesia.

The Baa3 rating also incorporates Delhaize Group's scale as
evidenced by its $18 billion in revenues, in line with the US
retail operations of Ahold (Ba1, positive outlook), Sainsbury's
(Baa3), or Morrison's (Baa2, negative outlook), and competitive
positioning and strategy to achieve leading positions in the key
markets it has selected, i.e. be number one, two or a strong
number three in each market where it operates.  In the competitive
Belgium market, which account for 22% of group's revenues,
Delhaize ranks second behind Colruyt a price-oriented supermarket
chain with more than 25% market share, and in the US (which
represents 71% of group's revenues), where in general the top 5
food retailers control half of the market (versus approximately
90% in Europe), Delhaize formats are in general well positioned in
the very competitive supermarket environment.

Moody's moreover positively views the fact that the company made
selected divestitures over the recent past (e.g. Slovakia and the
Czech Republic, Food Lion Thailand in 2004, Shop N Save in
Singapore), and pursued bolt-on acquisitions to fill in a
geographical gap (Cash Fresh in 2005), to enter an adjacent market
(Victory in Massachussetts), or to gain new expertise (Harveys in
the US).

Delhaize Group's Baa3 rating takes account of the fact that since
the acquisition of Hannaford, the company has had one of the
highest margins in the supermarket industry (driven by the
performance of Food Lion and Hannaford), despite the recent burden
of the Sweetbay conversion program.  In Europe, the company's
operating margin is in line with Carrefour (A2) but lags behind
best in class European retailers such as Tesco (A1) whose
operating margin consistently exceeds 5%.

Delhaize Group's Baa3 rating factors in a relatively conservative
financial policy, with some limited bolt-on acquisitions, aimed at
filling a geographical gap, which the company can integrate within
a 1 to 2 year period.  Moody's also expects Delhaize Group's
liquidity to remain satisfactory. It is underpinned by a $500
million, five-year facility which contains two covenants, for
which there is sufficient leeway, and four bilateral credit
facilities totalling EUR275 million. The uncommitted lines are not
taken into account in our liquidity analysis.

Moody's expects that capital expenditures will remain at a healthy
percentage of depreciation in the intermediate term, given the
above-mentioned market renewal programs.  The total amount of
stores renewed by the end of 2007 will amount to 500 or 40% of the
total number of stores currently operated. Moreover, we note that
the company has accelerated its store openings, with almost 100
new stores opened in 2006, and more than 120 planned for 2007
across the countries where the group operates.

The rating outlook is stable, reflecting Moody's anticipation
that:

   (i) Delhaize Group will maintain its operating margin at
       least at the current level in the U.S. and in Europe, and
       that

  (ii) the group's credit metrics will improve further from
       FYE2006 and will remain well anchored in the Baa3 range,
       with retained cash flow to net debt in the high teens and
       debt to Ebitda comfortably below 4, both ratios being
       adjusted in accordance with Moody's adjustments.

Headquartered in Salisbury, North Carolina, Delhaize America
operates about 1544 supermarkets under the Banners Food
Lion,Hannaford, Kash n" Karry, Sweetbay, And Harveys along the
Eastern United States.  Delhaize America is wholly owned by
Belgium's Delhaize Group, and accounts for the majority of group
sales, earnings, and debt.

Headquartered in Belgium, Delhaize Group is a food retailer which
operates 2,636 stores in eight countries and recorded sales
revenues of EUR18.6 billion and net income of EUR364.9 million in
2005.


DRAGON PHARMACEUTICAL: Earns $850,052 in Quarter Ended March 31
---------------------------------------------------------------
Dragon Pharmaceutical Inc. reported net income of $850,052 for the
first quarter ended March 31, 2007, compared with net income of
$1,093,514 for the same period last year.

Dragon reported sales of $17.33 million for the quarter ended
March 31, 2007, an increase of 32% compared to sales of
$13.15 million for the same period of 2006.  The sales increase
was primarily driven by the growth of sales from the Chemical
Division and Pharma Division, which increased by 31% and 73%,
respectively.

The gross profit and gross margin increased to $4.06 million and
23.44% as compared to $2.63 million and 19.99% for the same period
of 2006.

Operating income was $1.79 million in the first quarter of 2007,
representing a 785% increase as compared to $202,490 for the same
period of 2006.

During the first quarter ended March 31, 2007, the company
recognized a net other expense of $777,000 which represented
primarily interest expense, compared to other income for the
quarter ended March 31, 2006, of $573,000 which was mainly due to
the sale of the European EPO project for $1 million.

"Competition eliminated many ambitions on expansion and new
investment in our products sector," said Mr. Yanlin Han, chairman
and chief executive officer of the company.  "We did not find any
new competitors in the business in 2006 and first quarter of 2007,
therefore we are confident that our business will grow under the
restored market condition in China.  Meanwhile, as the leading
exporter from China, we are excited to see our company being one
of the companies who can leverage our manufacturing advantages
from China to the international markets."

"China based manufacturers have become global market leaders in
other pharmaceutical chemicals such as Vitamin C and Penicillin,"
said Mr. Han, "and we are working towards a similar successful
story."

At March 31, 2007, the company's balance sheet showed
$88.1 million in total assets, $47.9 million in total liabilities,
and $40.2 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $22.2 million in total current assets
available to pay $38.7 million 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?2004

                       Going Concern Doubt

Ernst & Young LLP in Vancouver, Canada, expressed substantial
doubt about Dragon Pharmaceuticals 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 working capital deficiency.

                    About Dragon Pharmaceutical

Headquartered in Vancouver, Canada, Dragon Pharmaceutical Inc.
(OTC BB: DRUG.OB) -- http://www.dragonpharma.com/-- is an
international pharmaceutical company with production facilities
located in China.  The company now has 47 drugs approved by the
Chinese SFDA.  The company has three key business units consisting
of a Chemical Division for manufacturing bulk active
pharmaceutical ingredient (API) and pharmaceutical intermediates,
a Pharma Division for manufacturing formulated generic drugs with
a focus on Cephalosporin antibiotics and freeze-dry injectables,
and a Biotech Division for manufacturing biologics, currently
Erythropoietin or EPO.


DSLA MORTGAGE: S&P Affirms 'B' Rating on Class B-5 Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of mortgage-backed certificates from four transactions
issued by DSLA Mortgage Loan Trust.  In addition, S&P affirmed its
ratings on 148 classes from various DSLA Mortgage Loan Trust
transactions.

The upgrades reflect a significant increase in credit support due
to paydown of the senior classes, combined with the shifting
interest structure of the transactions.  The series with raised
ratings have paid down to less than 46% of their original pool
sizes.  Projected credit support percentages range from 1.62x to
2.43x the levels associated with the higher rating categories,
which is sufficient to support the certificates at the higher
rating levels. Severely delinquent loans (90-plus days,
foreclosures, and REOs) range from 0.81% (series 2004-AR3) to
1.77% (series 2004-AR2).  These transactions have no cumulative
losses.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the certificates.
Credit support for these transactions is provided by
subordination.  Additionally, series 2004-AR1, 2004-AR2, 2005-AR2,
2005-AR3, 2005-AR5, 2005-AR6, 2006-AR1, and 2006-AR2 benefit from
bond insurance policies issued by either AMBAC Assurance Corp. or
Financial Security Assurance Inc., each of which has a 'AAA'
financial strength rating.

As of the April 2007 distribution date, total delinquencies ranged
between 1.30% and 4.99% of the current pool balances.  The
mortgage loans have experienced minimal realized losses.

The underlying collateral for these transactions consists mostly
of option ARM, first-lien, residential mortgage loans.


                           Ratings Raised

                      DSLA Mortgage Loan Trust

                                        Rating
                                        ------
                   Series    Class   To      From
                   ------    -----   --      ----
                   2004-AR1  B-1     AA+     AA
                   2004-AR1  B-2     A+      A
                   2004-AR1  B-3     BBB+    BBB
                   2004-AR2  B-1     AA+     AA
                   2004-AR2  B-2     A+      A
                   2004-AR3  B-1     AA+     AA
                   2004-AR3  B-2     A+      A
                   2004-AR3  B-3     BBB+    BBB
                   2004-AR3  B-4     BB+     BB
                   2004-AR4  B-1     AA+     AA
                   2004-AR4  B-2     A+      A


                         Ratings Affirmed

                     DSLA Mortgage Loan Trust

            Series    Class                      Rating
            ------    -----                      ------
            2004-AR1   A-1A,A-1B,A-2A,A-2B,X-1   AAA
            2004-AR1   X-2,A-R                   AAA
            2004-AR1   B-4                       BB
            2004-AR1   B-5                       B
            2004-AR2   A-1A,A-1B,A-2A,A-2B,X-1   AAA
            2004-AR2   X-2,A-R                   AAA
            2004-AR2   B-3                       BBB
            2004-AR2   B-4                       BB
            2004-AR2   B-5                       B
            2004-AR3   1-A1A,1-A1B,2-A1,2-A2A    AAA
            2004-AR3   2-A2B,X,A-R               AAA
            2004-AR3   B-5                       B
            2004-AR4   1-A1A,2-A1A,2-A1B,2-A2A   AAA
            2004-AR4   2-A2B,X-1,X-2,A-R         AAA
            2004-AR4   B-3                       BBB
            2004-AR4   B-4                       BB
            2004-AR4   B-5                       B
            2005-AR1   1-A,2-A-1A,2-A2B,2-A2     AAA
            2005-AR1   X-1,X-2,A-R               AAA
            2005-AR1   B-1                       AA
            2005-AR1   B-2                       A
            2005-AR1   B-3                       BBB
            2005-AR1   B-4                       BB
            2005-AR1   B-5                       B
            2005-AR2   1-A,2-A1A,2-A1B,2-A1C     AAA
            2005-AR2   2-A2,X-1,X-2,PO,A-R       AAA
            2005-AR2   B-1                       AA
            2005-AR2   B-2                       A
            2005-AR2   B-3                       BBB
            2005-AR2   B-4                       BB
            2005-AR2   B-5                       B
            2005-AR3   1-A,2-A1A,2-A1B,2-A1C     AAA
            2005-AR3   2-A2,X-1,X-2,PO,A-R       AAA
            2005-AR3   B-1                       AA
            2005-AR3   B-2                       A
            2005-AR3   B-3                       BBB
            2005-AR3   B-4                       BBB-
            2005-AR3   B-5                       BB
            2005-AR3   B-6                       B
            2005-AR4   1-A,2-A1A,2-A1B,2-A1C     AAA
            2005-AR4   2-A1D,2-A-2,X-1,X-2       AAA
            2005-AR4   PO,A-R                    AAA
            2005-AR4   B-1                       AA
            2005-AR4   B-2                       A
            2005-AR4   B-3                       BBB
            2005-AR4   B-4                       BBB-
            2005-AR4   B-5                       BB
            2005-AR4   B-6                       B
            2005-AR5   1-A1A,1-A1-B,2-A1-A       AAA
            2005-AR5   2-A1-B,X-1,X-2,PO,A-R     AAA
            2005-AR5   B-1                       AA+
            2005-AR5   B-2                       AA-
            2005-AR5   B-3                       BBB+
            2005-AR5   B-4                       BBB
            2005-AR5   B-5                       BB
            2005-AR5   B-6                       B
            2005-AR6   1A-1A,1A-1B,2A-1A,2A-1B   AAA
            2005-AR6   2A-1C                     AAA
            2005-AR6   M-1                       AA
            2005-AR6   M-2                       A
            2005-AR6   M-3                       BBB
            2005-AR6   M-4                       BBB-
            2005-AR6   M-5                       BB+
            2005-AR6   M-6                       BB
            2006-AR1   1A-1A,1A-1B,2A-1A,2A-1B   AAA
            2006-AR1   2A-1C                     AAA
            2006-AR1   M1                        AA+
            2006-AR1   M2                        AA
            2006-AR1   M3                        AA-
            2006-AR1   M4                        A+
            2006-AR1   M5                        A
            2006-AR1   M6                        A-
            2006-AR1   M7                        BBB+
            2006-AR1   M8                        BBB
            2006-AR1   M9                        BBB-
            2006-AR1   M10                       BB+
            2006-AR2   1A-1A,1A-1B,2A-1A,2A-1B1  AAA
            2006-AR2   2A-1B2,2A-1B3,2A-1C       AAA
            2006-AR2   M-1                       AA+
            2006-AR2   M-2                       AA
            2006-AR2   M-3                       AA-
            2006-AR2   M-4                       A+
            2006-AR2   M-5                       A-
            2006-AR2   M-6                       BBB+


DUBOIS GENERAL: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dubois General Store, Inc.
        dba Dubois Mercantile
        P.O. Box 1008
        Dubois, WY 82513

Bankruptcy Case No.: 07-20321

Type of Business: The Debtor owns and operates a general
                  merchandise store.

Chapter 11 Petition Date: May 23, 2007

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212

Total Assets: $2,021,700

Total Debts: $1,053,740

Debtor's 18 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Wells Fargo Business Line                               $65,000
Business Direct
P.O. Box 29746,
MAC #S4101-050
Phoenix, AZ 85038-9746

Mike Baust                                              $49,000
13301 Old Florida Circle
Hudson, FL 34669

Roper Apparel & Footwear                                $14,000
14707 East 2nd Avenue
Aurora, CO 80011

South Dakota Gold Co.                                    $9,500

Columbia Sportswear                                      $6,500

Mazmania, Inc.                                           $4,900

V.F. Jeanwear                                            $4,000

W.P.S.                                                   $2,500

Business Financial Services                              $2,500

Lucky Stars                                              $2,000

Fashion West Acc.                                        $2,000

Richmond Apparel Group                                   $2,000

The Mountain                                             $1,800

Fairfield Glove Line                                     $1,600

Downeast Concepts                                        $1,600

Richland Yellowstone                                     $1,400

Aurora World                                             $1,300

R.H.E. Hatco, Inc.                                       $1,200


EPICOR SOFTWARE: Earns $4.4 Million in First Qtr. Ended March 31
----------------------------------------------------------------
Epicor Software Corporation recorded a net income of $4.4 million
for the three months ended March 31, 2007, as compared with a net
income of $4.6 million for the three months ended March 31, 2006.
Total revenues for the first quarter of fiscal year 2007 increased
20% to 101.3 million, as compared with $84.5 million in the first
quarter of fiscal year 2006.

Net license revenue was $22 million in the first quarter of fiscal
year 2007, compared to $19.3 million in the first quarter of
fiscal year 2006.  Consulting revenue was $32.7 million in the
first quarter of fiscal year 2007, as compared with $25 million in
the first quarter 2006.  Maintenance revenue during the first
quarter of fiscal year 2007 was $39.1 million, as compared with
$36.2 million in the first quarter 2006 partly driven by a 94%
customer retention rate.  Hardware and other revenue for the first
quarter of fiscal year 2007 was $7.5 million, up from $4 million
in the prior year's first quarter.

As of March 31, 2007, the company's balance sheet listed total
assets of $44.8 million, total liabilities of $226.6 million, and
total stockholders' equity of $214.2 million.

                  Liquidity and Capital Resources

As of March 31, 2007, the company's principal sources of liquidity
included cash and cash equivalents of $75.5 million and unused
borrowing capacity of $99.8 million under its senior revolving
credit facility.  The company's operations provided $6 million in
cash during the three months ended March 31, 2007.

As of March 31, 2007, the company had $1.6 million in cash
obligations for severance costs, lease terminations and other
costs related to the company's restructurings.  These obligations
are expected to be paid through August 2009 and the company
believes these obligations will be funded from existing cash
reserves and cash generated from continuing operations.  The
company's working capital excluding deferred revenue is
$130.2 million.  The company believes this is a relevant
measurement of working capital as deferred revenue is an
obligation for services not cash.  The cost of providing these
services is generally fixed in nature and ranges from 21% to 24%
of the related revenues.

On May 8, 2007, the company closed the offering of $230 million
aggregate principal amount of 2.375% convertible senior notes due
2027.  The company estimates that the net proceeds from this
offering, including the exercise in full of the underwriters' over
allotment option, will be about $222.3 million after deducting the
underwriters' discounts and commissions and estimated offering
expenses.  On May 8, 2007, the company used about $94 million of
the proceeds to repay in full its term loan outstanding under its
credit facility.  The balance of the net proceeds will be used for
working capital, capital expenditures and other general corporate
purposes.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?200c

                 About Epicor Software Corporation

Headquartered in Irvine, California, Epicor Software Corporation
(Nasdaq: EPIC) -- http://www.epicor.com/-- is dedicated to
providing integrated enterprise resource planning, customer
relationship management and supply chain management software
solutions to mid-market companies around the world.  Founded in
1984, the company serves over 20,000 customers in more than 140
countries, providing solutions in over 30 languages.  The company
leverages innovative technologies like Web services in developing
end-to-end, industry-specific solutions for manufacturing,
distribution, enterprise service automation, retail and
hospitality that enable companies to immediately drive efficiency
throughout business operations and build competitive advantage.
With the scalability and flexibility to support long-term growth,
Epicor's solutions are complemented by a full range of services,
providing a single point of accountability to promote rapid return
on investment and low total cost of ownership.

Epicor is a registered trademark of Epicor Software Corporation.
Other trademarks referenced are the property of their respective
owners.

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating and stable outlook on Epicor Software Corp.

At the same time, Standard & Poor's affirmed its 'BB-' bank loan
rating on Epicor's $100 million senior secured revolving credit
facility and revised the recovery rating to '2' from '3',
reflecting its expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.  Standard & Poor's
also assigned its 'B+' rating to Epicor's recently issued
$230 million senior unsecured convertible notes.


FIRST FRANKLIN: S&P Lowers Ratings on 34 Classes
------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 34
classes of mortgage-backed securities from several First Franklin
Mortgage Loan Trust transactions.  Of the lowered ratings, 14 were
placed on CreditWatch with negative implications, 14 remain on
CreditWatch, four were removed from CreditWatch with negative
implications, and two were simply lowered.  In addition, S&P
placed its ratings on three other classes on CreditWatch negative
and affirmed 86 other First Franklin Mortgage Loan Trust ratings.

The lowered ratings and CreditWatch placements reflect pool
performance that has allowed credit enhancement to decline.  Over
the past six months, monthly losses have generally exceeded the
monthly excess interest amounts in these deals, causing the
overcollateralization percentages to fall below their targets.  In
addition, the current delinquency levels suggest that this trend
could continue.  Currently, 90-plus-day delinquencies (including
REOs and foreclosures) range from 5.98% (series 2005-FFA) to
31.78% (series 2004-FFH1).  Cumulative losses range from 0.45%
(series 2003-FF3) to 3.32% (series 2005-FFA).

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

S&P removed four ratings from CreditWatch because they were
lowered to 'CCC'.  According to Standard & Poor's surveillance
practices, classes of certificates or notes from RMBS transactions
with ratings lower than 'B-' are no longer eligible to be on
CreditWatch negative.

The rating affirmations reflect credit support percentages that
are sufficient to maintain the current ratings on the securities.

Credit support for all of these transactions is provided by a
combination of excess spread, O/C, and subordination.

The underlying collateral in these transactions comprise pools of
fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.  The
transactions denoted with an "H" in the series number consist of
first-lien mortgages with LTVs that are generally higher than 90%.
These mortgages were originated or purchased by First Franklin
Financial Corp. in accordance with guidelines that target
borrowers with less-than-perfect credit histories.  The guidelines
are intended to assess both the borrowers' ability to repay the
loan and the adequacy of the value of the property securing the
mortgage.


       Ratings Lowered And Remaining On Creditwatch Negative

               First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
         Series        Class         To               From
         ------        -----         --               ----
         2001-FF2      M-2       B/Watch Neg      BB/Watch Neg
         2002-FF2      M-2       BB/Watch Neg     BBB/Watch Neg
         2002-FF2      M-3       B/Watch Neg      BB/Watch Neg
         2003-FFH1     M-2       BBB/Watch Neg    A/Watch Neg
         2003-FFH1     M-3       BB/Watch Neg     BBB-/Watch Neg
         2003-FFH1     M-4       B/Watch Neg      BB/Watch Neg
         2003-FFH2     M-3       BBB/Watch Neg    A-/Watch Neg
         2003-FFH2     M-4       BB-/Watch Neg    BB/Watch Neg
         2003-FFH2     M-5       B/Watch Neg      BB-/Watch Neg
         2004-FFH1     M-6       BBB-/Watch Neg   A-/Watch Neg
         2004-FFH1     M-7       BB/Watch Neg     BBB-/Watch Neg
         2004-FFH1     M-8       B/Watch Neg      BB/Watch Neg
         2004-FFH1     M-9       B-/Watch Neg     BB-/Watch Neg
         2004-FFH3     B-2       B/Watch Neg      BB/Watch Neg


        Ratings Lowered and Placed on Creditwatch Negative

               First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
        Series        Class         To                From
        ------        -----         --                -----
        2003-FF1      M-3F, M-3V    BB/Watch Neg      BBB+
        2003-FF1      M-4           BB-/Watch Neg     BBB
        2003-FF3      M-2           BBB/Watch Neg     A
        2003-FF3      M-3           BBB-/Watch Neg    A-
        2003-FF3      M-4           BB-/Watch Neg     BBB+
        2003-FF3      B             B/Watch Neg       BBB
        2003-FF4      M-3           BBB/Watch Neg     A-
        2003-FF4      M-4           BBB-/Watch Neg    BBB+
        2003-FF4      M-5           BB/Watch Neg      BBB
        2003-FF4      M-6           BB-/Watch Neg     BBB-
        2004-FFH1     M-5           BBB/Watch Neg     A
        2005-FFA      B-4           BB-/Watch Neg     BB+
        2005-FFA      B-5           B/Watch Neg       BB+


      Ratings Lowered And Removed From Creditwatch Negative

              First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
       Series        Class         To                From
       ------        -----         --                ----
       2003-FFB      B-1           CCC               B/Watch Neg
       2003-FFB      B-2           CCC               B-/Watch Neg
       2004-FFH2     B-2           CCC               B/Watch Neg
       2004-FF7      B             CCC               BB/Watch Neg


                           Ratings Lowered

                  First Franklin Mortgage Loan Trust

                                            Rating
                                            ------
        Series        Class         To                From
        ------        -----         --                ----
        2003-FFH1     M-6           D                 CCC
        2003-FFH2     B             D                 CCC


              Ratings Placed On Creditwatch Negative

                First Franklin Mortgage Loan Trust

                                            Rating
                                            ------
        Series        Class         To                From
        ------        -----         --                ----
        2004-FFH2     B-1           BB+/Watch Neg     BB+
        2004-FF3      B-2           BBB/Watch Neg     BBB
        2004-FF3      B-3           BB+/Watch Neg     BB+


                         Ratings Affirmed

                First Franklin Mortgage Loan Trust

       Series     Class                              Rating
       ------     -----                              ------
       2001-FF2   A-1, A-2, M-1                      AAA
       2003-FFB   M-1                                AA
       2003-FFB   M-2                                A
       2002-FF2   A-1, A-2                           AAA
       2002-FF2   M-1                                AA
       2003-FF1   A-1, A-2                           AAA
       2003-FF1   M-1                                AA
       2003-FF1   M-2                                A
       2003-FFH1  M-1                                AA
       2003-FFH2  M-1A, M-1B                         AA
       2003-FFH2  M-2                                A
       2003-FF3   1-A, 2-A2, A-IO                    AAA
       2003-FF3   M-1                                AA
       2003-FF4   A-1, A-2, A-3, A-4                 AAA
       2003-FF4   M-1                                AA
       2003-FF4   M-2                                A
       2004-FFH1  M-1                                AA+
       2004-FFH1  M-2                                AA
       2004-FFH1  M-3                                AA-
       2004-FFH1  M-4                                A+
       2004-FFH2  A-1, A-3, A-4                      AAA
       2004-FFH2  M-1                                AA+
       2004-FFH2  M-2                                AA
       2004-FFH2  M-3                                AA-
       2004-FFH2  M-4                                A+
       2004-FFH2  M-5                                A
       2004-FFH2  M-6                                A-
       2004-FFH2  M-7                                BBB+
       2004-FFH2  M-8                                BBB
       2004-FFH2  M-9                                BBB-
       2004-FFH3  I-A1, I-A2, II-A2, II-A3, II-A4    AAA
       2004-FFH3  M-1                                AA+
       2004-FFH3  M-2                                AA
       2004-FFH3  M-3                                AA-
       2004-FFH3  M-4                                A+
       2004-FFH3  M-5                                A
       2004-FFH3  M-6                                A-
       2004-FFH3  M-7                                BBB+
       2004-FFH3  M-8                                BBB
       2004-FFH3  M-9                                BBB-
       2004-FFH3  B-1                                BB+
       2004-FF3   A-1                                AAA
       2004-FF3   M-1                                AA+
       2004-FF3   M-2                                A+
       2004-FF3   M-3                                A
       2004-FF3   M-4                                A-
       2004-FF3   B-1                                BBB+
       2004-FF7   A-1, A-2, A-3, A-4, A-5            AAA
       2004-FF7   M-1                                AA+
       2004-FF7   M-2                                AA
       2004-FF7   M-3                                AA-
       2004-FF7   M-4                                A+
       2004-FF7   M-5                                A
       2004-FF7   M-6, M-7                           A-
       2004-FF7   M-8                                BBB+
       2004-FF7   M-9                                BBB
       2005-FFA   A-1, A-2B                          AAA
       2005-FFA   M-1                                AA
       2005-FFA   M-2                                A+
       2005-FFA   M-3                                A
       2005-FFA   M-4                                A-
       2005-FFA   B-1                                BBB+
       2005-FFA   B-2                                BBB
       2005-FFA   B-3                                BBB-


FREESCALE SEMICON: Moody's Holds Ratings, Shifts Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Freescale
Semiconductor Inc. and changed the outlook to negative.

The negative outlook was prompted by Freescale's lower-than-
expected first quarter revenue and EBITDA.  Operating performance
weakness stems principally from reduced wireless semiconductor
shipments as a result of lower cellular demand at its former
parent and largest customer, Motorola.  Motorola, which accounts
for nearly 25% of Freescale's revenues, witnessed margin erosion,
sustained a net loss and lost 5 points of market share to 17% in
the first quarter 2007.

In assigning Freescale's Ba3 corporate family rating last
November, Moody's noted the rating was constrained by the
company's high Motorola content, which we viewed as a credit
negative, and that upward ratings pressure was contingent on a
broadening of its product offering and customer base within the
wireless segment.  Given the wireless inventory build and
Motorola's current woes, Freescale will be challenged to expand
its wireless customer base in a timely manner to alleviate reduced
volumes at Motorola -- which lowered guidance for 2007 -- and the
negative impact it could have on Freescale's revenues,
profitability and cash flow generation.

Downward pressure on the rating could materialize to the extent
revenues in the Wireless and Mobile Solutions segment fails to
recover in the second half of the year resulting in materially
weaker-than-anticipated EBIT or total debt/EBITDA (Moody's
adjusted) above 5.5x.

Following the $17.6 billion leveraged buyout and recapitalization
in December 2006, Freescale became one of the more highly
leveraged semiconductor companies.  With nearly $9.8 billion gross
debt, the ratings reflect significant debt leverage and reduced
financial flexibility, which is magnified by Freescale's limited
track record as a standalone company and lack of historical
performance during a downturn.  The ratings and outlook also took
into account our expectation that Freescale would reduce leverage
over the near-to-intermediate term through strong levels of free
cash flow generation. However, with the sudden reversal in
Motorola's fortunes resulting in Freescale's generation of
negative free cash flow in Q107, Moody's now believes free cash
flow in 2007 will be below our previous estimate of $350 million.
Consequently, we no longer anticipate Freescale's financial
leverage (Moody's adjusted total debt/EBITDA) to decline to 4.6x
by the end of 2007, which was factored in the previously assigned
stable outlook, but to remain in the 5.0 -- 5.5x range, delaying
leverage reduction.

Moody's continues to believe Freescale:

   (i) has strong market leadership positions and a rich product
       portfolio comprising breadth and depth of technology;

  (ii) benefits from a diversified revenue base with exposure to
       the relatively stable and less volatile transportation
       and networking segments which tend to exhibit slower
       growth prospects and longer product life cycles than the
       wireless space;

(iii) could benefit from its near-sole source provider status
       for baseband and power management ICs in Motorola's new
       line-up of handsets and its status as a RF transceiver
       supplier in newly-launched mobile devices from both RIM
       and Motorola, to the extent consumer uptake materializes;

  (iv) is positioned to benefit from increasing content in
       existing mobile OEM customer platforms as design
       solicitations are won and shipments ramp;

   (v) has considerably improved its operating leverage since
       the Motorola spin-off; and

  (vi) has a defensive operating model that allows it to quickly
       reduce expenses and capex in response to weak market
       conditions.

Moody's notes the company also has the ability to suspend cash
interest payments on roughly 16% of its outstanding debt through
the use of a toggle PIK structure on $1.5 billion of senior notes,
which would help to preserve cash flow in a soft operating
environment.  With nearly $640 million of cash and access to a
$750 million undrawn revolver, liquidity remains solid.

These ratings/assessments were affirmed:

   -- Corporate Family Rating (New) -- Ba3;

   -- Probability of Default Rating -- Ba3;

   -- $750 Million Senior Secured Revolving Credit Facility due
      2012 -- Baa3 (LGD-2, 16%);

   -- $3.50 Billion Senior Secured Term Loan B Facility due
      2013 -- Baa3 (LGD-2, 16%);

   -- $2.85 Billion Senior Unsecured Notes due 2014 -- B1
     (LGD-4, 63%);

   -- $1.50 Billion Senior Unsecured Toggle Notes due 2014 -- B1
      (LGD-4, 63%);

   -- $1.60 Billion Senior Subordinated Unsecured Notes due
      2016 -- B2 (LGD-6, 91%); and

   -- Speculative Grade Liquidity Rating -- SGL-1.

Headquartered in Austin, TX, Freescale Semiconductor, Inc. designs
and manufactures embedded semiconductors for the transportation,
networking and wireless markets.  The company was separated from
Motorola via IPO in July 2004 and taken private in a LBO in
December 2006.  Revenues for the twelve months ended March 31,
2007 were $6.2 billion.


FUSION TELECOM: Posts $2.8 Million Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Fusion Telecommunications International Inc. reported a net loss
of $2.8 million on revenues of $13.2 million for the first quarter
ended March 31, 2007, compared with a net loss of $3 million on
revenues of $9.5 million for the same period in 2006.

Revenues for Voice to Carriers increased $4.5 million or 53.1%, to
$12.8 million during the three months ended March 31, 2007, from
$8.3 million during the three months ended March 31, 2006.  The
increase in revenues was the result of an increase in voice
traffic as well as an increase in rates compared to the same
quarter of 2006.

Revenues for Consumers, Corporations and Other decreased $800,000
or 62.3% to $400,000 during the three months ended March 31, 2007,
from $1.2 million during the three months ended March 31, 2006.
This decrease was mainly due to technical difficulties encountered
in the development of the Efonica retail services platform, which
held back the growth in this service and also due to the
cancellation of a government contract and the loss of one
customer's Internet circuit.

Consolidated cost of revenues increased $3.5 million or 40.4% to
$12.1 million during the three months ended March 31, 2007, from
$8.6 million during the three months ended March 31, 2006.

Operating loss decreased $200,000 or 7.0% to a loss of
$2.8 million during the three months ended March 31, 2007, from a
loss of $3 million during the three months ended March 31, 2006.

During the first quarter of 2006, total other income was $61,748,
compared to total other expense of $47,438 for the first quarter
of 2007.

At March 31, 2007, the company's balance sheet showed
$23.6 million in total assets, $12.8 million in total liabilities,
and $10.8 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $6.7 million in total current assets
available to pay $12.1 million 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?1ffa

                       Going Concern Doubt

Rothstein, Kass & Company P.C., in Roseland, N. J., expressed
substantial doubt about Fusion Telecommunications International
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's negative cash flow from operations, net losses since
inception, and limited capital to fund future operations.

                  About Fusion Telecommunications

Fusion Telecommunications International Inc. (AMEX: FSN) --
http://www.fusiontel.com/-- delivers a full range of advanced IP-
based services to corporations, consumers and carriers worldwide.
Fusion's Efonica-branded VoIP products and services, which focus
primarily on Asia, the Middle East, Africa and Latin America, have
over one million subscribers from more than 100 countries.


GAP INC: Names Patrick Robinson as Executive Vice Pres. of Design
-----------------------------------------------------------------
Gap Inc. has appointed Patrick Robinson as executive vice
president of design for Gap Adult and Gapbody.  Mr. Robinson, 40,
will oversee all elements of design for Gap women's and men's
apparel, accessories and intimates lines in North America.  He
will report to Marka Hansen, president of Gap North America, and
Gary Muto, president, Gap Adult and gapbody, and begin in his new
role on May 29.

"Patrick brings broad experience, from high-end fashion to mass
market retail, demonstrating his versatility to interpret and
create fresh, clean designs true to the Gap brand aesthetic," said
Ms. Hansen. "We believe his skills and experience with some of the
most respected apparel labels in the world will be great assets to
Gap brand."

Mr. Robinson joins Gap from Paco Rabanne in Paris, where he has
been artistic director since 2005.  Most recently, he designed a
limited-edition collection for Target's GO International
initiative.  Prior to his tenure at Paco Rabanne, Mr. Robinson
held senior design and leadership roles at Perry Ellis and Anne
Klein.  Mr. Robinson served as the design director at Le
Collezioni White Label by Giorgio Armani from 1990 to 1994.

Mr. Robinson is a graduate of the Parsons School of Design, was
chosen one of Vogue magazine's 100 rising stars in 1996 and has
been a member of the Council of Fashion Designers of America since
1994.

                          About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service downgraded Gap Inc. senior unsecured
notes to Ba1 and assigned a corporate family rating of Ba1 and
speculative grade liquidity rating of SGL-1.  The rating outlook
is stable.


GENERAL MOTORS: May Sell Allison Transmission to Boost Liquidity
----------------------------------------------------------------
General Motors Corporation said last week in a regulatory filing
with the Securities and Exchange Commission that it is considering
measures to strengthen liquidity and focus on its core business of
designing, manufacturing, and selling cars and light trucks
globally.

Among other items, GM said it is currently discussing the
potential sale of its Allison Transmission business with a number
of potential buyers.

GM management believes that a sale of Allison Transmission is
probable, subject to union, regulatory, and other approvals.

GM has provided unaudited pro forma financial information
reflecting Allison Transmission's assets and liabilities as held
for sale as of March 31, 2007, and reporting its operations as
discontinued for the three months ended March 31, 2007 and 2006,
and for the years ended December 31, 2006, 2005, and 2004.

A full-text copy of the pro forma financial information is
available for free at http://researcharchives.com/t/s?2038

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others.  It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Fitch Ratings downgraded General Motors Corporation's ratings
including the company's 'B/RR4' rated senior unsecured debt to
'B-/RR5'.  GM's Issuer Default Rating remains at 'B' and is still
on Fitch's Negative Rating Watch.


GENERAL MOTORS: SEC Inquiry May Need Restatement of Prior Results
-----------------------------------------------------------------
General Motors Corporation said it received a document request
from the U.S. Securities and Exchange Commission relating to the
company's disclosure in its most recent Annual Report on Form 10-K
regarding the restatement of its previously filed financial
statements in connection with GM's accounting for certain foreign
exchange contracts and commodities contracts in accordance with
SFAS  No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended (SFAS No. 133).

According to GM, it continues to cooperate on this and all other
SEC matters and is preparing to provide the requested information.

Additionally, GMAC received a letter from the SEC's Division of
Corporation Finance on its 2005 Annual Report on Form 10-K and
subsequent filings pertaining to hedging relationship testing
methodologies and consideration of credit ratings in assessing
hedge effectiveness for purposes of SFAS No. 133.

GM said GMAC advised the company that they continue to work with
the SEC on these matters.

GM notes that a negative outcome could require the company to
restate prior financial results.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others.  It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Fitch Ratings downgraded General Motors Corporation's ratings
including the company's 'B/RR4' rated senior unsecured debt to
'B-/RR5'.  GM's Issuer Default Rating remains at 'B' and is still
on Fitch's Negative Rating Watch.


GENERAL MOTORS: In Talks w/ Investors About Delphi's Chap. 11 Exit
------------------------------------------------------------------
General Motors Corporation said it continues to negotiate with
Delphi Corporation and certain potential investors in Delphi
regarding arrangements that would permit Delphi to emerge from
bankruptcy proceedings.

GM anticipates that the arrangements contemplated by the framework
support agreement among Delphi, GM, and potential investors,
described in the Current Report on Form 8-K dated Dec. 18, 2006,
and subsequent filings by GM, will be modified to reflect a number
of items, including the withdrawal of Cerberus Capital Management
as a plan investor.

GM currently expects that under the modified agreement the
consideration it would receive upon the termination of Delphi's
bankruptcy proceedings would not materially differ from previous
arrangements described by GM, although the composition may be
altered.

General Motors has received proposals from Delphi and from the
United Auto Workers Union regarding support to be provided by GM
as part of Delphi's restructuring, and believes that the proposals
provide a basis for continuing productive negotiations.

GM intends to update its estimate of contingent exposures related
to Delphi as appropriate to reflect the outcome of all
negotiations.

Based on the current status of all the negotiations, GM believes
it is appropriate to update the previously disclosed range of
contingent exposures between $6 billion and $7.5 billion to
approximately $7 billion.

GM currently expects to reimburse Delphi for certain labor
expenses with an initial payment of up to approximately
$500 million when it emerges from bankruptcy, and provide annual
labor-related payments between $300 million and $400 million and
annual transitional payments of approximately $100 million.

The total amount of the contingent liability and the specific
amounts and periods that such subsidies would be paid, are still
subject to negotiation.

GM continues to expect that the cost of these reimbursements will
be more than offset in the long term by its savings from
reductions to the $2 billion price penalty it now pays Delphi
annually for systems, components, and parts.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others.  It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Fitch Ratings downgraded General Motors Corporation's ratings
including the company's 'B/RR4' rated senior unsecured debt to
'B-/RR5'.  GM's Issuer Default Rating remains at 'B' and is still
on Fitch's Negative Rating Watch.


GENERAL MOTORS: Gets $4.1 Bil. Secured Credit Facility Commitments
------------------------------------------------------------------
General Motors Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that as of May 22, 2007,
the company had obtained non-binding lender commitments to provide
a secured revolving credit facility in an aggregate principal
amount of approximately $4.1 billion.

GM anticipates that the facility will be secured by GM's common
equity interest in GMAC LLC and will mature 364 days after the
date that the definitive agreements are executed.

According to GM, the credit facility could be used for general
corporate purposes, including working capital needs.

The commitments are subject to a number of conditions, including
negotiation of definitive agreements.

Consequently, GM said there can be no assurance that it will
ultimately enter into the contemplated credit facility, and if the
transaction to establish the facility is successfully closed, GM's
ability to borrow under the facility will be subject to customary
conditions and limitations.

                        Fitch Takes Action

Fitch Ratings downgraded GM's senior unsecured debt rating to 'B-
/RR5' from 'B/RR4' and placed GM's 'B' Issuer Default Rating under
Negative Watch along with other outstanding ratings following the
company's announcement that it will be raising $4.1 billion in
secured financing.

According to Fitch, the $4.1 billion 364-day facility, to be
secured by GM's common equity holdings in GMAC, will be assigned a
rating of 'BB/RR1'.

Fitch states that the downgrade action reflects increase in debt
levels and the resulting reduced recovery expectations for senior
unsecured debt holders.

               GM Amends Proposed Underwriting Pacts

On March 18, 2004, General Motors filed a post-effective amendment
to its registration statement on Form S-3 (File #333-108532).

Exhibit 1(a) to that registration statement contained a form of
proposed Underwriting Agreement of GM relating to Debt Securities
(including form of Delayed Delivery Contract) and Exhibit 1(b)
contained a form of proposed Underwriting Agreement of GM relating
to Convertible Debt Securities.

GM said it has amended each of the forms.

A revised form of the proposed Underwriting Agreement relating to
debt securities is available for free at:

               http://researcharchives.com/t/s?2039

A revised form of the proposed Underwriting Agreement relating to
convertible debt securities is available for free at:

               http://researcharchives.com/t/s?203b

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others.  It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.


GENERAL MOTORS: Moody's Junks Rating on $1.1 Bil. Debt Securities
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD4, 58%) to the
$1.1 billion of convertible debt securities of General Motors
Corporation, and a Ba3 (LGD1, 6%) rating to the company's proposed
$4.1 billion, 364 day credit facility that would be secured by its
49% ownership in GMAC LLC.

Moody's also affirmed GM's B3 Corporate Family Rating and B3
Probability of Default Rating, and maintained its SGL-3
Speculative Grade Liquidity Rating.  The rating outlook remains
negative.  The proposed transactions would build GM's available
liquidity to about $36 billion, consisting of $26 billion in cash
and short-term VEBA balances, $8.6 billion in secured credit
facilities, and $1.5 billion in additional committed lines.

"Despite this considerable level of liquidity, we think that it's
very prudent for GM to continue to build its liquidity because of
the sizable cash drain it could face in hammering out workable
labor agreements with the UAW and in contending with North
American consumer demand that continues to move away from large
trucks and SUVs," said Bruce Clark, Senior Vice President and lead
auto analyst for Moody's.

The greatest near-term risk facing GM is the large cash drain that
could result if the company's operations were to be disrupted by a
prolonged UAW work stoppage associated with either the
reorganization process taking place at Delphi or with the
automakers' labor negotiations that will take place this fall.  "A
shut down of GM production because of any impasse with the UAW
could cause a huge drain of cash for the company over a very short
period, and gives rise to the company's current efforts to build
excess liquidity," Clark said.

Aside from any potential strike risks, GM also faces the prospect
of making large cash payments in connection with simply reaching
an accord with the unions.  GM may have to make a contribution to
help bridge the remaining gap between the UAW and Delphi
management regarding the level of wage and benefit programs
necessary for Delphi to emerge from bankruptcy protection.
However, the rating agency's major concern is with the potential
cost to GM of reaching its own labor agreement in September.
"It's unlikely that GM will be able to establish a viable long-
term business model unless it achieves major work rule and health
care relief as part of the new contract," Clark said.  The company
is currently burdened with $5 billion in annual health care
expenses and a $47 billion health care-related OPEB liability.
"As part of its September negotiations, GM could have to write a
very large check in order to get meaningful healthcare and work
rule relief," he said, adding that "the long term benefits of the
relief would likely be sizable, but the company might have to pay
a lot up front in order to get it."

Once GM gets past the hurdles with the UAW, it then has to contend
with a challenging North American operating environment. A
softening in overall consumer demand for new vehicles or a shift
away from the company's profitable T900 trucks and SUVs could
contribute to a significant reduction in profitability during 2007
and operating losses in 2008.  Because of these risks, Moody's
continues to maintain a negative outlook on the company's B3
Corporate Family Rating.  Stabilization of the rating outlook
would require a resolution of labor issues and a stabilization of
market share that enables the company to establish and sustain
adequate profitability and cash flow in its North American
operations.  In the near term, any evidence of labor disruptions
or erosion of liquidity could lead to a downward rating
adjustment.

Despite large cash balances, Moody's continues to regard the
company's overall liquidity profile as being consistent with an
SGL-3 Speculative Grade Liquidity Rating.  The potential cash
calls that could arise from labor disruptions or settlements over
the coming months could present a degree of volatility in
liquidity that is more appropriately reflected in the SGL-3
rating.  Moody's acknowledges the company's strong efforts in
bolstering liquidity, which should provide a degree of credit
stability should labor negotiations not progress smoothly. Should
the company achieve a favorable resolution of its labor
negotiations while maintaining a strong liquidity profile, the
Speculative Grade Liquidity Rating could be raised.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others. It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.


GENERAL MOTORS: S&P Rates Proposed $1.1BB Convertible Bonds at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
General Motors Corp.'s (GM; B/Negative/B-3) proposed $1.1 billion
senior unsecured convertible bonds due June 1, 2009. Proceeds will
be used to replenish cash balances.  GM has used cash recently to
retire a $1.1 billion convertible bond put to the company in March
and to make a $1.0 billion cash payment to 49%-owned GMAC LLC,
helping to shore up GMAC's capital and liquidity following the
close of the sale of a majority stake to an investor group.  GM
also announced it has commitments for a $4.1 billion
364-day secured revolving credit agreement, collateralized by a
pledge of its common interest in GMAC stock.

These transactions will bolster GM's existing liquidity position.
As of March 31, 2007--after the GMAC payment--GM had $24.7 billion
of cash and readily available short-term VEBA funds.  GM also has
a $4.48 billion secured revolving credit agreement expiring 2011,
backed by a separate collateral package.  That facility has a
provision stating that in the event of a labor strike or a labor-
related work stoppage constituting a "material production event
period," total revolving credit facility outstandings cannot
exceed $3.5 billion, and revolver outstandings combined with any
bank overdraft agreements cannot exceed $4.5 billion.

Although GM has now raised its estimate of the initial and ongoing
costs to resolve its exposure to bankrupt former unit Delphi
Corp., S&P still expect the comprehensive costs of a consensual,
rather than court-imposed, resolution of the Delphi situation to
be well within the scope of GM's liquidity, and such an outcome is
reflected in its rating.

Ratings List

General Motors Corp.
  Corporate credit rating                       B/Negative/B-3

Rating Assigned
  $1.1B senior unsecured convertible bonds      B-


GLOBAL BEVERAGE: Posts $355,859 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Global Beverage Solutions Inc. reported a net loss of $355,859 for
the first quarter ended March 31, 2007, compared with a net loss
of $106,212 for the same period last year.

During the 2006 quarter the company reported interest income from
portfolio companies of $3,436 and management fees from portfolio
companies of $6,000.  The company had no revenue during the 2007
period.

During the three months ended March 31, 2007, total expenses
increased $240,211, or 208%, to $355,859 from $115,648 in the
prior year period.

Officer and employee compensation increased $56,095.  Professional
fees increased $91,489 mainly resulting from the acquisition of
Beverage Network of Maryland Inc. on Feb. 23, 2007, and Aqua
Maestro Inc. on March 29, 2007.

The company recorded interest expense in the amount of $66,042
in the 2007 period and had no interest in the 2006 period.  All
debt has been added during the last 12 months.

The company recognized $20,225 in amortization of the intrinsic
value of the common stock options in 2007.  There were no options
outstanding during the 2006 period.

At March 31, 2007, the company had $17,228,089 in total assets,
$4,556,836 in total liabilities, and $12,671,253 in net assets.

During the 2007 period, total assets increased $15,652,143 and
total liabilities increased $3,070,286, a net increase of
$12,581,857.  The principal increase in assets was the increase in
investments of $15,581,192.  The principal increase in liabilities
was the increase in notes payable of $3,053,582.

Full-text copies of the company's financial statements for the
quarter ended March 31, 2007, are available for free at:

               http://researcharchives.com/t/s?2014

                       Going Concern Doubt

Turner, Stone & Company LLP in Dallas, expressed substantial doubt
about Global Beverage Solutions 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
reported that the company has generated limited revenues and has
incurred losses totaling $16,963,728 for the period from Aug. 26,
2002, through Dec. 31, 2006.

The company currently estimates it will require a total of
approximately $1,800,000 to meet its operating cash flow
requirements and its currently committed follow-on investments for
the balance of 2007.  As of March 31, 2007, the company had an
accumulated deficit totaling $17,319,587.

                      About Global Beverage

Headquartered in Plantation, Fla., GlobaL Beverage Solutions Inc.
(OTC BB: GBVS.OB) -- http://www.globalbeveragesolutions.com/-- is
a business development company organized pursuant to applicable
provisions of the Investment Company Act of 1940.  The company
primarily focuses on manufacturing, distribution and sales of
unique beverages globally.


GOLDEN NUGGET: S&P Lowers Corporate Credit Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Las Vegas-based Golden Nugget Inc.
to 'B+' from 'BB-'.  In addition, the ratings for Golden Nugget
will remain on CreditWatch with negative implications, where they
were placed on March 16, 2007.

Concurrently, S&P assigned its loan and recovery ratings to Golden
Nugget's planned $425 million senior secured credit facilities.
The first-lien credit facility is rated 'BB-' with a recovery
rating of '1', indicating the expectation for full recovery of
principal in the event of a payment default.  The second-lien
credit facility is rated 'B' with a recovery rating of '3',
indicating the expectation for meaningful (50%-80%) recovery of
principal in the event of a payment default.  All bank loan
ratings are on CreditWatch with negative implications.

"The ratings on Golden Nugget remain on CreditWatch with negative
implications because of the ability of noteholders to accelerate
payment as a result of parent Landry's Restaurants Inc.'s
financial reporting delay," said Standard & Poor's credit analyst
Guido DeAscanis III.  Golden Nugget is not a bankruptcy-remote
subsidiary, so the potential for acceleration at the parent level
has implications for this operating subsidiary.  "Once the company
is current with its filings and in good standing with its
debtholders, it is likely that the ratings will be removed from
CreditWatch and that the outlook will be stabilized."


HANCOCK FABRICS: Asks Court OK on Continued Use of Cash Collateral
------------------------------------------------------------------
Hancock Fabrics Inc. and its debtor affiliates ask the United
States Bankruptcy Court for the District of Delaware for approval
of their continued use of cash collateral.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, asserts that the Debtors will require
the ability to use cash and the proceeds of existing accounts
receivable and inventory to maintain the operations of their
businesses and preserve their value as going concerns.

These essential items, however, constitute part of the
Prepetition Collateral, and therefore, may not be used in support
of the Debtors' ongoing business activities absent compliance with
Section 363(c)(2) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 27, 2007,
the Debtors obtained pre-petition financing under a Loan and
Security Agreement, dated June 29, 2005, as amended, with Wachovia
Bank, N.A.  The Prepetition Loan Agreement provides the Debtors
with a five-year commitment for borrowings up to $110,000,000.
The Loan Agreement also contemplates the issuance of letters of
credit aggregating up to $25,000,000, provided total borrowings do
not exceed $110,000,000.

Mr. Dehney relates that the Debtors recently entered into a Loan
and Security Agreement with Ableco Finance LLC, and certain
lenders to borrow up to $17,500,000 to fund their working capital
needs.

The Debtors' obligations to Ableco are secured by valid and
perfected liens and security interests in all of the Collateral.
The Debtors are currently seeking Court approval of the Ableco
Loan.

The Ableco Lenders and the Existing DIP Lenders, including
Wachovia Bank N.A, as agent under the Exiting DIP Loan, have
consented to the Debtors' use of cash collateral, Mr. Dehney
tells the Court.

                      About Hancock Fabrics

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

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 8,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: May Employ Houlihan Lokey as Financial Advisor
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has given Hancock Fabrics Inc. and its debtor-affiliates
permission to employ Houlihan Lokey Howard & Zukin Capita Inc. as
their financial advisor and investment banker, nunc pro tunc to
the March 21, 2007, with certain modifications to the Engagement
Agreement.

As reported in the Troubled Company Reporter on April 2, 2007,
Jane F. Aggers, president and chief executive officer of Hancock
Fabrics Inc., told the Court that Debtors selected Houlihan Lokey
because of the firm's substantial knowledge of the Debtors'
financial and operational condition during the firm's prepetition
representation of the Debtors, which knowledge may help the
Debtors and the firm expedite execution of potential transactions.

Houlihan Lokey will serve as the Debtors' financial advisor and
investment banker until the earlier of (i) the Debtors' decision
to terminate the firm for cause, which decision will be made in
consultation with the Official Committee of Unsecured Creditors,
or (ii) consummation of a sale or restructuring transaction.

Houlihan Lokey's fees and expenses will be paid in the amounts
Stated in the Engagement Agreement, provided that:

   (1) the Debtors' payment of Houlihan Lokey's fees and
       expenses will be subject to the Court's interim
       compensation order;

   (2) in lieu of the Sale Transaction, Plan Fee and
       Restructuring Transaction, Houlihan Lokey will receive
       either the Minimum Sale Transaction Fee or the Minimum
       Restructuring Transaction Fee, plus the Success Fee, on
       these terms and conditions:

        * Houlihan Lokey will receive a $1,000,000 Minimum Sale
          Transaction Fee, payable upon consummation of a Sale
          Transaction in cash out of the sale proceeds and as a
          cost of that transaction; or

        * if no Sale Transaction is consummated and no fee is
          paid, Houlihan Lokey will receive $1,000,000, payable
          in cash upon the effective date of a Chapter 11 plan
          of reorganization; plus

        * Houlihan Lokey will be entitled to a success fee equal
          to 2% of recoveries to holders of allowed priority and
          general unsecured claims, plus 4% of the first
          $35,000,000 in recoveries to holders of allowed equity
          claims, plus 5% of all additional recoveries to
          allowed equity claimholders, payable upon the Plan
          effective date, dismissal of a Chapter 11 case, or
          other exit from bankruptcy;

   (3) in case the Debtors want to have Houlihan Lokey continue
       acting as their financial advisor and investment banker
       after closing of a Sale Transaction, Houlihan will
       receive a $100,000 monthly fee;

   (4) if the Debtors want Houlihan Lokey to assist them in the
       sale of any remaining assets after a sale transaction,
       the firm will be paid an additional $250,000 fee for each
       subsequent Sale Transaction;

   (5) in the event the general unsecured creditors do not
       receive at least a 70% distribution on their allowed
       claims, the Minimum Sale Transaction Fee or the
       Restructuring Fee will be reduced by $250,000;

   (6) Houlihan Lokey will apply 50% of the Monthly Fees earned
       from and after the Petition Date, or to be paid under the
       Engagement Agreement, to the Transaction Fee or Success
       Fee before the Debtors pay the fee;

   (7) the Debtors will pay Houlihan Lokey $225,000 payable in
       respect of the Court-approved Wachovia DIP;

   (8) the Debtors will pay Houlihan Lokey 2.75% of the gross
       proceeds provided under the DIP less the sum of $300,000,
       representing 50% credits of the Earned Fees paid to the
       firm before the Petition Date;

   (9) the Debtors will reimburse Houlihan Lokey for any
       reasonable out-of-pocket expenses, subject to review by
       all parties-in-interest;

  (10) the definition of the Sale Transaction is amended to
       exclude non-going liquidations of the Debtors' inventory
       and leasehold interests; and

  (11) the definition of Transaction Fees is amended to include
       the Minimum Sale Transaction Fee, Minimum Restructuring
       Transaction Fee, Additional Sale Transaction Fee, and
       Success Fee.

Judge Shannon ruled that the total fees paid or to be paid to
Houlihan Lokey will remain capped at $4,500,000.

The U.S. Trustee will also be permitted to review the Monthly
Fees, provided that neither the number of hours spent by Houlihan
Lokey's personnel during any given monthly period, nor the amount
of other fees paid to the firm, will be bases alone for any
objection by the U.S. Trustee as to the reasonableness of the
Monthly Fees.

In addition to Houlihan Lokey's right to the escrow and payment
of its fees from the Debtors' Professional Fee Escrow, it will be
granted a separate carve-out of $600,000 to secure payment of any
fees, including Transaction Fees that are indefeasibly paid from
the funds maintained in the Debtors' Professional Escrow Account.

All the changes and amendments to the Engagement Agreement were
made at the Committee's request, with consent from the Debtors.

As the Debtors' financial advisor and investment banker, Houlihan
Lokey will assist and advise the Debtors with the analysis,
evaluation, pursuit and effectuation of any financing, sale or
restructuring transaction.

Specifically, the firm is expected to:

   (a) assist the Debtors in the development, preparation and
       distribution of selected information, documents and other
       materials to create interest in and to consummate any
       transaction, including, if appropriate, assist the Debtors
       in the preparation of an offering memorandum;

   (b) assist prospective investors or purchasers, solicit and
       evaluate indications of interest and proposals regarding
       any transaction from current and potential lenders, equity
       investors, acquirers, and strategic partners;

   (c) assist the Debtors in the development, structuring,
       negotiation and implementation of any transaction,
       including, among other things, assist the Debtors with due
       diligence investigations and participate as their
       representative in negotiations with creditors and other
       parties involved in any transaction;

   (d) provide the Board of Directors and senior management of
       the Debtors regular updates regarding the marketing
       processes and discussions with investors;

   (e) assist the Debtors in valuing their estates, assets and
       operations, provided that any real estate or fixed asset
       proposal will be undertaken by outside appraisers
       separately employed;

   (f) provide expert advice and testimony regarding financial
       matters related to any transaction; and

   (g) advise and attend meetings of the Board, creditor groups,
       official constituencies and other interested parties.

Before the Petition Date, Houlihan Lokey received $600,000, which
have been fully earned, from the Debtors.  About 50% of the
Earned Fees will be credited against the closing of a loan with
Cerberus Capital Management LP, or a replacement DIP facility,
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, the Debtors' proposed counsel, told the
Court.

Charles C. Reardon, senior vice president of Houlihan Lokey,
assured the Court that his firm does not represent any interest
adverse to the Debtors and their estates, and is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

                      About Hancock Fabrics

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

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.

The Debtors exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 8,
http://bankrupt.com/newsstand/or 215/945-7000).


HEMOSOL CORP: CCAA Protection Further Extended Until Thursday
-------------------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver of
the assets, property and undertaking of Hemosol Corp. and its
affiliate Hemosol LP disclosed that on Thursday, May 24, 2007 the
Ontario Superior Court of Justice granted a further extension of
the stay of proceedings against Hemosol.

The current Companies' Creditors Arrangement Act stay of
proceedings will now expire on May 31, 2007.  The further
extension will allow negotiations to continue between the Interim
Receiver and Hemosol's existing primary secured creditor, Catalyst
Fund Limited Partnership II and between Catalyst and certain
stakeholders, with a view to concluding a transaction for the sale
of the assets and business of Hemosol to Catalyst.

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.  Information on Hemosol's restructuring is available
at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make
a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in
the payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to
continue as a going concern and is in discussions with its
secured creditors with respect to its current financial position.
On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HEWETT'S ISLAND: S&P Rates $16 Million Class E Notes at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hewett's Island CLO VI Ltd./Hewett's
Island CLO VI LLC's $380 million floating-rate notes due 2019.

The preliminary ratings are based on information as of May 24,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and subordinated notes;

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

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.


                  Preliminary Ratings Assigned
       Hewett's Island CLO VI Ltd./Hewett's Island CLO VI LLC

          Class                     Rating         Amount
          -----                     ------         ------
          A-R*                      AAA          $50,000,000
          A-T                       AAA         $255,500,000
          B                         AA           $27,500,000
          C                         A            $15,500,000
          D                         BBB          $15,500,000
          E                         BB           $16,000,000
          Subordinated notes        NR           $33,000,000


               *Includes aggregate undrawn amounts.

               NR-Not rated.


HINES HORTICULTURE: Delays Form 10-Q Filing, Gets Nasdaq Notice
---------------------------------------------------------------
Hines Horticulture Inc. filed Form 12(b)-25 with the Securities
and Exchange Commission on May 16, 2007, indicating that it would
be unable to timely file its Form 10-Q for the period ended
March 31, 2007.

On May 17, 2007, Hines received a Nasdaq Staff Determination
Letter indicating that Hines is not in compliance with the filing
requirements for continued listing set forth in Marketplace Rule
4310(c)(14) and that Hines' failure to file the Form 10-Q serves
as an additional basis for the delisting of Hines' securities from
The Nasdaq Global Market.

Hines received a Staff Determination Letter from NASDAQ on
April 18, 2007, due to the delay in the filing of the company's
Annual Report on Form 10-K for the year ended Dec. 31, 2006.

In response to the Staff Determination Letter received on
April 18, 2007, Hines requested a hearing before a NASDAQ Listing
Qualifications Panel, which had the effect of staying the
delisting of the company's securities pending the hearing and a
decision by the Panel.  The hearing is scheduled for June 7, 2007.
There can be no assurance that the Panel will grant Hines' request
for continued listing as a result of the hearing.

Hines disclosed that it issued consolidated financial statements
for the fiscal years ended Dec. 31, 2004 and 2005, the interim
periods contained therein, and the first, second and third fiscal
quarters of 2006 should no longer be relied upon and will be
restated as set forth in greater detail in Hines' Form 8-K filed
with the SEC on May 7, 2007.  Hines is endeavoring to become
current in its filings under the Securities Exchange Act of 1934
as soon as practicable.

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                          *     *     *

Hines Horticulture Inc.'s long term foreign and local issuer
credit carry Standard and Poor's 'B-' rating.


HOUSTON EXPLORATION: Gets Consents for 7% Sr. Subor. Note Offering
------------------------------------------------------------------
The Houston Exploration Company received last week tenders and
consents from holders representing a majority of the aggregate
principal amount of its outstanding 7% Senior Subordinated Notes
due 2013, of its cash tender offer and consent solicitation for
the notes.

The company said that it intends to execute a supplemental
indenture to the indenture governing the Notes to, among other
things, eliminate substantially all of the restrictive covenants
and to modify certain of the events of default and other
provisions in the indenture.  The Supplemental Indenture will
not become operative until a majority in aggregate principal
amount of the outstanding Notes have been accepted for purchase by
Houston Exploration pursuant to the terms and conditions of
Houston Exploration's Offer to Purchase and Consent Solicitation
Statement dated May 2, 2007.

The company states that its obligation to accept for purchase, and
to pay for, any Notes pursuant to the Offer is conditioned upon,
among other things, the satisfaction or waiver of all conditions
to completion of the previously announced merger of Houston
Exploration with and into Forest Oil Corporation.

The consideration to be paid by Houston Exploration for each
$1,000 principal amount of Notes tendered and accepted for payment
pursuant to the Offer is $1,010, plus accrued and unpaid interest
up to, but not including, the date of payment for such Notes.  In
addition, a consent payment in the amount of $2.50 per $1,000
principal amount of Notes will be paid to those holders who
consent to the proposed amendments prior to the Consent
Expiration.

The company said that those Holders who consent to the proposed
amendments will be required to tender their Notes.  Holders who
tender their Notes after the Consent Expiration but before the
Expiration Time will not receive the consent payment.

The company disclosed that its offer will expire at 5:00 p.m.
Eastern time on June 5, 2007, unless extended or terminated by
Houston Exploration.  Payments to holders will occur on the
business date Houston Exploration selects after satisfaction or
waiver of the conditions to the Offer, which is expected to be
June 6, 2007, assuming the Expiration Time is not extended at
the company's sole discretion.

The company said that any notes not tendered and purchased
pursuant to the offer will remain outstanding and the holders
thereof will be subject to the terms of the Supplemental Indenture
even though they did not consent to the amendments.

               About The Houston Exploration Company

Headquartered in Houston, The Houston Exploration Company
(NYSE: THX) -- http://www.houstonexploration.com/-- is an
independent natural gas and crude oil producer engaged in the
development, exploitation, exploration and acquisition of natural
gas and crude oil properties.  The company's operations are
focused in South Texas, the Arkoma Basin, East Texas, and the
Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Moody's Investors Service affirmed The Houston Exploration
Company's 'Ba3' corporate family rating.


HOVNANIAN ENTERPRISES: S&P Revises Outlook to Negative from Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Hovnanian Enterprises Inc. to negative from stable.  At the same
time, S&P affirmed the 'BB' issuer credit and senior unsecured
debt ratings, the 'B+' senior subordinated debt rating, and the
'B' preferred stock rating.  The affirmations affected $2.2
billion of rated securities.

"The outlook revision reflects steady interest coverage
deterioration due to the sharp housing market downturn, as well as
the potential for further erosion resulting from a protracted or
deeper downcycle combined with Hovnanian's investment in community
expansion during 2007," explained Standard & Poor's credit analyst
George Skoufis.  "Despite these issues, the company's diverse
product platform, moderate leverage profile, and seasoned
management continue to support the ratings."

Standard & Poor's views Hovnanian's community growth to be risky
in light of the sustained homebuilding weakness and future
uncertainty, as it could put added pressure on fixed-charge
coverage and liquidity if current conditions persist or
deteriorate further.  S&P will lower the ratings on Hovnanian if a
housing recovery is delayed or further exacerbated by tighter
mortgage lending standards or higher foreclosures, resulting in
weaker operating performance and greater-than-expected
deterioration of the company's financial profile.  S&P would
revise the outlook back to stable if the homebuilding sector
stabilizes and key credit metrics improve.


IMPART MEDIA: Posts $1.94 Million Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Impart Media Group Inc. reported a net loss of $1.94 million for
the first quarter ended March 31, 2007, compared with a net loss
of $2.73 million in the first quarter of 2006.

Revenue was $2.18 million for the first quarter of 2007, compared
with revenue of $1.22 million during the first quarter of 2006,
representing a 78% increase year over year.  The revenue increase
was due to expanded shipments of Impart IQ mini equipment and the
sales success of direct-to-consumer advertising.

The decrease in net loss for the 2007 first quarter was primarily
attributable to the increased revenue and gross margin, plus
decreases in operating expenses and interest expense.

Joe F. Martinez, Impart's chief executive officer said, "We are on
track for a great year in 2007.  We have directed all of
our internal and strategic resources and energies towards our
sales objective in reaching $18 to $21 million in revenue this
year as originally forecasted.  Our direct response business unit
had a remarkable quarter under Michael Medico's leadership with
continued new business penetration."

Mr. Martinez concluded, "Over the last year my priorities were on
the funding of our company and fixing the accounting, compliance
reporting and other internal organizational matters.  My focus for
the next three quarters is solely on our sales efforts by
continuing to build on the sales team we have in place today and
adding where necessary to create the most aggressive and
successful sales force in the industry.  Significantly, we
continue to build strategic partnerships with influential players
in the out-of-home advertising market sector to offer the most
compelling solutions to our clients."

At March 31, 2007, the company's balance sheet showed
$17.05 million in total assets, $13.71 million in total
liabilities, and $3.34 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $8,958,247 in total assets available to
pay $13,498,334 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?2023

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 20, 2007,
Peterson Sullivan PLLC expressed substantial doubt about the
Impart Media Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, an 2005.  The auditing firm pointed
to the company's recurring losses.

                       About Impart Media

Based in Seattle, Impart Media Group Inc. (OTC BB: IMMG.OB) --
http://www.Impartmedia.com/-- provides end-to-end information
networks, transactional kiosks, digital signage solutions, and
direct-to-consumer advertising.


INNOVATIVE TECH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Innovative Technology Application, Inc.
        6551 Loisdale Court, Suite 800
        Springfield, VA 22150

Bankruptcy Case No.: 07-11324

Type of Business: The Debtor is a Federal contractor that
                  specializes in knowledge management and
                  counterterrorism consulting products and
                  services.  See
                  http://www.itapages.com/default.htm

Chapter 11 Petition Date: May 24, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Stephen E. Leach, Esq.
                  Leach Travell Britt, P.C.
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8902
                  Fax: (703) 584-8901

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Provident Bank                   bank loan; value    $7,048,825
P.O. Box 2394                    of security:
Baltimore, MD 21203-2394         $1,750,000

Matthew Marcy                    judgment            $1,612,289
626 Central Admiral Drive,
Unit 214
Annapolis, MD 21401

Robert Truston                   judgment            $1,612,289
626 Central Admiral Drive,
Unit 214
Annapolis, MD 21401

Rick Knezek                      judgment            $1,612,289
626 Central Admiral Drive,
Unit 214
Annapolis, MD 21401

Robert O. Tyler, Esq.            claim of            $1,397,426
Tyler, Bartl, Gorman &           bankrupcy
Ramsdell, P.L.C.                 estate of
700 South Washington Street,     Nolan Adams
Suite 216
Alexandria, VA 22314

McGuireWoods, L.L.P.             legal fees            $546,604
901 East Cary Street
Attention:
Accounts Receivable
Richmond, VA 23286-0645

Veridian                                               $171,558

American Express                 credit card           $169,621

Anchor Marine & Industrial       trade debt            $117,740

Neri Group Via Livorno           trade debt            $116,924

Fried Companies, Inc.            office rent           $106,698

Mercedes-Benz Credit Corp.       vehicle leases         $95,233

Fullerton Kingstowne K.V.P.      office rent            $65,614

McLean Contracting Co.           trade debt             $65,219

County of Fairfax                taxes                  $62,887

G.M.A.C.                         lease                  $45,370

Zuckerman Spaeder, L.L.P.        unpaid fees            $42,071

Jaguar Credit                    lease                  $41,817

Lee Wayne Corp.                  trade debt             $37,798

Chryst Brothers                                         $27,939


INTRALINKS INC: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned IntraLinks Inc. a first time B3
corporate family rating and a stable rating outlook.

Moody's also assigned a first time B1 rating to the company's
first lien credit facilities ($100 million term loan, due 2014,
$50 million PIK toggle term loan, due 2014, and $15 million
revolving credit facility, expires 2013) and a Caa1 rating to its
$50 million second lien term loan, due 2014.  On April 27, 2007,
IntraLinks signed a definitive agreement to be acquired by the
private equity firms TA Associates and Rho Capital.  The
transaction is expected to close in June 2007.

IntraLinks' B3 corporate family rating reflects the company's
leadership position in the online workspace services market,
modest size and profitability, and high financial leverage. The
company's high business line concentration along with its solid
geographic diversification are collectively similar to business
services peers rated Ba3.  At the same time, IntraLinks' small
size profitability and high financial leverage are similar to
Caa-rated business services peers, contributing to the company's
overall B3 corporate family rating.

The stable rating outlook reflects Moody's expectation that the
company will maintain market share, continue solid revenue growth
and improve profitability in fiscal 2007.

What Could Change the Rating - Up

IntraLinks B3 rating could experience upward rating pressure if
the company were to continue to demonstrate strong top line
growth, improve operating margins and reduce debt, such that debt
to EBITDA and interest coverage were to be sustained at 7.0 times
or less and at least 1.5 times, respectively.

What Could Change the Rating - Down

IntraLinks' B3 rating could experience downward rating pressure if
its revenues or operating profits were to decline on a twelve
month basis or there were to be a large dividend distribution to
its equity sponsors such that the company's ratio of free cash
flow to debt were to decline to the low single digits or less.

Ratings assigned:

   -- Corporate family rating -- B3;

   -- Probability of default rating -- B3;

   -- $15 million revolving credit facility (expires 2013) --
      B1, LGD2, 25%;

   -- $100 million first lien term loan (due 2014) -- B1, LGD2,
      25%;

   -- $50 million first lien PIK toggle term loan (due 2014) --
      B1, LGD2, 25%; and

   -- $50 million second lien term loan (due 2014) - Caa1, LGD4,
      66%.

With about $96 million of revenues for the 12 months ended
March 31, 2007, IntraLinks Inc., headquartered in New York, NY, is
a leading provider of online workspaces, including secure document
exchange, for financial services, life sciences, and other
corporate markets.


INTREPID TECHNOLOGY: Posts $489,231 Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Intrepid Technology & Resources Inc. reported a net loss of
$489,231 on net revenues of $48,437 for the third quarter ended
March 31, 2007, compared with a net loss of $485,817 on net
revenues of $97,592 for the same period ended March 31, 2006.

The decrease in revenues was mainly the result of decreased sales
of contracted "work for others" over the corresponding period of
one year ago.  The company's current principal focus is on the
completion of the expansion and construction of its two major
Biogas fuels facilities.  Both facilities are scheduled to be in
full operation by June 2007, with revenue streams beginning
shortly thereafter.

For the three months ended March 31, 2007, general and
administrative and research and development expenses were $97,891
compared to $490,326 for the same quarter ended March 31, 2006.
This 80% decrease was largely the result of more G&A costs being
allocated to the digester assets currently under construction.

The company recognized a loss on embedded derivative liability of
$384,252 during the quarter ended March 31, 2007.  This loss is
related to the convertible debenture issued to Cornell Capital
Partners LP on March 23, 2007.

At March 31, 2007, the company's balance sheet showed $14,186,896
in total assets, $12,051,690 in total liabilities, and $2,135,206
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?2006

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Jones Simkins P.C., in Logan, Utah, expressed substantial doubt
about Intrepid Technology & Resources Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended June 30, 2006, and 2005.
The auditor pointed to the company's loss, negative working
capital, negative cash flows from operations.

At March 31, 2007, the company's balance sheet showed improved
liquidity with current assets of $3,590,801 available to pay
$2,159,474 in total current liabilities.

During the nine months ended March 31, 2007, the company used net
cash of $526,232 for operating activities compared to $1,116,731
of net cash used in operating activities for the 2006 period.  The
decrease of cash used by operating activities is due mainly to the
reduced net loss for the nine month period ended March 31, 2007.

                    About Intrepid Technology

Intrepid Technology and Resources Inc. (OTC BB: IESV.OB) --
http://www.intrepid21.com/-- is an Idaho-based, publicly traded
company specializing in development of biofuel production
projects.  Biofuels of consideration are primarily biogas (methane
from processing animal waste), with considerations for ethanol and
biodiesel.


IVOICE INC: Earns $74,763 in First Quarter Ended March 31
---------------------------------------------------------
iVoice Inc. reported net income of $74,763 on net sales of
$323,653 for the first quarter ended March 31, 2007, compared with
a net loss of $682,797 on net sales of $993 for the same period in
2006.

Total operating expenses for the three months ended March 31,
2007, and 2006, were $536,010 and $664,980, respectively, for an
overall decrease of $128,970.

Total other income for the three months ended March 31, 2007, was
$343,060.  This total was primarily comprised of $1,345,187 gain
on revaluation of the derivatives and $138,317 of interest income
which was offset by $912,236 of amortization of the discount on
debt, $132,552 of accrued interest expense on the Cornell notes
and other debt, and $95,804 loss on sales of marketable
securities.  Total other income (expense) for the three months
ended March 31, 2006, was an expense of $17,714.

At March 31, 2007, the company's balance sheet showed $11,942,904
in total assets, $8,758,209 in total liabilities, and $3,184,695
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?2024

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC, in Gibbsboro, N. J.,
expressed substantial doubt about iVoice Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company
incurred substantial accumulated deficits, has an obligation to
deliver an indeterminable amount of common stock due on derivative
liabilities and has completed the process of spinning out their
subsidiaries.

The company continues to search for potential merger candidates
with or without compatible technology and products, which
management feels may make financing more appealing to potential
investors.

                         About iVoice Inc.

iVoice Inc. (OTC BB: IVOI.OB)  -- http://www.ivoice.com/ --  
develops and licenses proprietary speech enabled technologies and
applications that it holds patents for.  In the last 36 months,
the company has spun-off four subsidiaries through special
dividends to its shareholders.


JED OIL: Offers to Acquire All Shares of Caribou Resources
----------------------------------------------------------
JED Oil Inc. has made an offer to Caribou Resources Corp. to
acquire all of its shares and settle with its creditors.

JED's offer consists of payment in full in cash to the major
secured creditor of approximately $26.7 million, plus to any
creditors with security in priority to the major secured creditor;
cash of approximately $345,500 plus 5 million common shares to the
unsecured creditors totaling approximately $17.7 million, and up
to 4 million common shares for the acquisition of all of the 39 to
40 million shares of Caribou on the basis of one common share of
JED for every 10 shares of Caribou held.  JED has delivered
approximately $185,000 as a deposit with its offer.

JED has also filed a business plan with the American Stock
Exchange assuming completion of the acquisition of Caribou, and
making other assumptions about current negotiations with the
holders of its preferred shares and convertible notes and the sale
of mature assets.  Under this plan, JED would be profitable by the
end of 2007 and back in compliance with the continuous listing
requirements of AMEX.  JED's plan also provides for JED's
compliance with AMEX requirements based on its current drilling
opportunities, if the Caribou transaction is not completed.

"The proposed Caribou transaction is an opportunity for JED to add
both substantial production and additional drilling
opportunities," stated James Rundell, President of JED.  "We hope
our offer to Caribou and its creditors is accepted, but it is a
complex transaction with a lot of required approvals.  If this
transaction is not completed, we look to accomplish the same
results somewhat more slowly with several smaller transactions."

Caribou had filed for protection under the Canadian Companies'
Creditors Arrangement Act.  Under the CCAA procedure, the Caribou
offer must be selected as the best offer for the creditors by the
Court of Queen's Bench, which is scheduled to hear applications on
Friday, May 25, 2007, and by Caribou.  The offer must then also be
approved by Caribou's creditors and Caribou's shareholders.  The
issuance by JED of up to 9 million common shares is also subject
to the approval of JED's common shareholders under the rules of
the AMEX.

The settlement with Caribou creditors will be effected under a
Plan of Arrangement under the CCAA, and the acquisition of the
shares of Caribou will be effected under a Plan of Arrangement
under the Business Corporations Act (Alberta), which would also be
an element of the Plan of Arrangement under the CCAA.  An
Information Circular with detailed information will be mailed to
JED and Caribou shareholders.  Following completion of the
transactions, Caribou would either become a wholly owned
subsidiary of JED, or would amalgamate with or be acquired by a
wholly owned subsidiary or affiliate of JED.

JED Oil has also been advised that the holders of a substantial
majority of its Series B Preferred shares have verbally agreed to
amend the terms of the shares to move the maturity date from
Feb. 1, 2007 to Feb. 1, 2010 and decrease the price at which the
shares can be converted to common shares from $16.00 to $3.50.
These amendments are subject to the approval of the holders of
JED's common shares and Series B preferred shares, each voting as
a class.  It is proposed that these special resolutions be
presented at the same special meeting called for JED's common
shareholders to approve the issuance of common shares for the
Caribou acquisition.

                     About Caribou Resources

Based in Calgary, Canada, Caribou Resources Corp. (TSX
VENTURE:CBU) -- http://www.cariboures.com/-- is a full cycle
exploration and development company primarily focused on exploring
for natural gas in Northern Alberta, and oil and natural gas in
Central Alberta.  With a mix of oil and gas prospects, the company
is committed to creating shareholder value by conducting
exploration and development activities in a highly focused area.

In January 2007, Caribou filed for protection under the Canadian
Companies' Creditors Arrangement Act.

                           About JED Oil

Based in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.

                          *     *     *

In JED Oil Inc.'s annual financial statements for the year ended
Dec. 31, 2006, Ernst & Young LLP, at Calgary, Canada, raised
substantial doubt about the company's ability to continue as a
going concern.  The auditor pointed to the company's substantial
net loss, negative cash flow from operations, and a working
capital and stockholders' deficiency at Dec. 31, 2006.

The company had $36,015,655 in total assets, $78,266,519 in total
liabilities, and a stockholders' deficit of $42,250,864 at
Dec. 31, 2006.


K&F INDUSTRIES: Posts $108,952,000 Sales in First Quarter 2007
--------------------------------------------------------------
K&F Industries Inc. reported net sales for the three months ended
March 31, 2007, totaled $108,952,000, reflecting an increase of
$17,890,000, compared with $91,062,000 for the same period in the
prior year.  This increase was due to higher sales at Aircraft
Braking Systems of $13,921,000 and at Engineered Fabrics of
$3,969,000.

Net income for the three months ended March 31, 2007, was
$8,829,000, as compared with $10,301,000 for the three months
ended March 31, 2006.

As of March 31, 2007, the company listed $1,437,984,000 in total
assets, $1,036,326,000 in total liabilities, and $401,658,000 in
total stockholders' equity.

                  Liquidity and Capital Resources

The company's cash and cash equivalents totaled $12,350,000 at
March 31, 2007, compared with $16,347,000 at Dec. 31, 2006.  Total
debt was $704,627,000 at March 31, 2007, and $710,000,000 at
Dec. 31, 2006.  The company repaid $10,000,000 of its senior term
loans during the three months ended March 31, 2007.

The company also had capital lease obligations of $11,000,000 at
March 31, 2007, and Dec. 31, 2006, respectively.  The company had
$49,500,000 available to borrow under its $50,000,000 revolving
credit facility.  At March 31, 2007, the company had outstanding
$315,000,000 of 7-3/4% notes, $382 million of variable rate
indebtedness, which had a weighted average interest rate of 7.32%
and $7,600,000 of variable rate notes payable, which had a
weighted average interest rate of 7.22%.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?201c

                  Merger Agreement with Meggitt

On March 5, 2007, K&F Industries Holdings Inc., the parent company
of K&F entered into a definitive Merger Agreement with Meggitt-USA
Inc., the wholly owned U.S. subsidiary of Meggitt PLC, a United
Kingdom company pursuant to which K&F will be merged with and into
a newly formed acquisition subsidiary wholly owned by Meggitt.

                       About K&F Industries

Headquartered in White Plains, New York, K&F Industries Inc.
(NYSE: KFI) -- http://www.kandfindustries.com/-- manufactures
wheels, brakes and brake control systems for commercial transport,
general aviation and military aircraft and produces aircraft fuel
tanks, de-icing equipment and specialty coated fabrics used for
storage, shipping, environmental and rescue applications for
commercial and military use.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on K&F Industries Inc. on
CreditWatch with positive implications.


KIMBALL HILL: Weak Profitability Cues S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kimball
Hill Inc. to negative from stable.  At the same time, S&P affirmed
all existing ratings.  The rating actions affect
$203 million of rated debt.

"The outlook revision reflects the company's weak profitability
due to higher incentives, rising costs, inventory impairments, and
lot option writedowns," said credit analyst Elizabeth Campbell.
"We expect these issues to continue pressuring debt coverage
metrics in 2007 and likely into 2008, given the currently weak
housing conditions and our expectation for a prolonged recovery
for the sector."

S&P expect the company's slim profit margins and debt service
coverage measures to be further stressed over the next several
quarters as the housing market struggles to reach a cyclical
floor.  Despite reasonable recent new order volume, Kimball Hill
has a relatively modest backlog, and it remains unclear whether
the company's recent material decline in cancellation rates is
sustainable.  S&P would lower its ratings if Kimball Hill's new
orders, cancellation rates, or impairment charges weaken
considerably.  However, S&P would revise its outlook to stable
once it is clear that margins and/or sales are strengthening and
sustainable, which would enable the return to previously sound
credit metrics.


KYPHON INC: Incurs First Quarter 2007 Net Loss of $22.6 Million
---------------------------------------------------------------
Kyphon Inc. reported a net loss of $22.6 million for the first
quarter ended March 31, 2007, as compared with net income of
$8.5 million for the same period a year ago.  The company's
worldwide net sales totaled $128.1 million, which includes
$18.1 million of X-STOP(R) Interspinous Process Decompression,
IPD(R), product sales from the St. Francis Medical Technologies
Inc. acquisition that closed on Jan. 18, 2007.  Total product
sales increased 40%, or 38% at constant foreign currency exchange
rates, compared to the $91.4 million in net sales reported for the
first quarter of 2006.

As of March 31, 2007, the company had total assets of
$926.4 million, total liabilities of $619.9 million, and total
stockholders' equity of $306.5 million.  The company's retained
earnings at March 31, 2007, were $35.4 million, which is about
$23.2 million lower at Dec. 31, 2006.

The company held $79.7 million in cash and cash equivalents and
zero short-term investments at the end of the first quarter 2007.
It held $81.9 million and $120.2 million in cash and cash
equivalents and short-term investments at the end of the fourth
quarter 2006.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2012

                      X-STOP IPD Acquisition

In January 2007, the company acquired rights to the X-STOP(R)
IPD(R) technology, a proprietary technology platform for the
treatment of lumbar spinal stenosis, through the company's
acquisition of St. Francis, a privately held company in Alameda,
California.  The total estimated purchase price, excluding
transaction costs, of about $725.3 million comprised
$525.3 million in cash upon closing, plus additional revenue-based
contingent payments of up to $200 million payable in either cash
or a combination of cash and stock, at Kyphon's election.

"We are pleased with our strong execution this quarter and the
focus that was maintained on our core spinal fracture management
and repair business while integrating the X-STOP(R) IPD(R) system
obtained through our St. Francis acquisition," said Richard Mott,
president and chief executive officer of Kyphon.

"We made excellent progress in assimilating St. Francis'
operations into Kyphon's and undertaking clinical initiatives
designed to support long term procedural adoption and adequate
facility and physician reimbursement for the X-STOP(R) IPD(R)
technology.  Furthermore, as device competition increases in the
vertebral compression fracture market, we believe the ability of
balloon kyphoplasty to achieve deformity correction coupled with
the growing body of clinical data for the procedure remain key
considerations for many clinicians in selecting the appropriate
treatment for their spinal fracture patients.  We believe we are
well positioned for future growth through our focus on restoring
spinal function through minimally invasive therapies," Mr. Mott
concluded.

During the first quarter of 2007:

    * Kyphon completed enrollment for its Japan registry trial for
      its balloon kyphoplasty inflatable bone tamps and bone
      cement.  This represents a critical milestone for obtaining
      regulatory approval in this key market with an estimated
      half-million fractures each year due to osteoporosis.

    * The health insurance company Aetna Inc. published national
      coverage for kyphoplasty.  Aetna's membership represents
      over 30 million covered lives, more than 767,000 health care
      professionals, and more than 453,000 primary care physicians
      at over 4,400 hospitals.

    * Kyphon successfully closed a $400 million offering of
      convertible senior notes. The proceeds, together with
      revolver borrowings, were used to retire the $425 million
      senior secured term loan incurred to complete the
      acquisition of SFMT.

    * Kyphon launched its Aperius(TM) PercLID(TM) system for the
      treatment of mild to moderate lumber spinal stenosis in
      select European markets. The device received the CE Mark in
      October 2006 and is a percutaneous solution used by spine
      specialists in treating LSS.

    * Kyphon early concluded enrollment of patients in its
      European BEST, Biomaterials Effectiveness and Safety in
      Trauma, clinical trial for its KyphOs(TM) FS calcium
      phosphate material in treating vertebral compression
      fractures caused by trauma.  The clinical trial
      investigators determined that the interim analysis after
      enrolling 51 patients showed highly statistically and
      clinically significant improvement in pain in addition to
      having a high safety profile.  The company is preparing to
      initiate market launch activities of KyphOs(TM) FS in select
      European countries in the second half of 2007.

    * Kyphon initiated enrollment in a pilot multi-center,
      prospective, single-arm clinical study evaluating its
      Discyphor(TM) Catheter for the F.A.D.(TM) procedure versus
      provocative discography.  The SODA, Study Of Disc
      Anaesthesia, study is expected to enroll up to 100 patients
      in up to 15 sites and is designed to measure the proportion
      of positive disc levels registered after provocative
      discography differing from that after the F.A.D.(TM)
      procedure.

    * Kyphon enrolled 23 patients in its Caf,, CAncer Fracture
      Evaluation, study bringing the total cumulative enrollment
      to 75 patients.  This multi-center, randomized, controlled
      study designed to evaluate balloon kyphoplasty versus non-
      surgical management in patients suffering vertebral
      compression fractures due to cancer is intended to enroll up
      to 200 patients.

    * Kyphon enrolled 30 patients in its KAVIAR, Kyphoplasty And
      Vertebroplasty In the Augmentation and Restoration of
      Vertebral Body Compression Fractures, study, bringing the
      total cumulative enrollment to 45 patients.  This multi-
      center, randomized, controlled study is designed to evaluate
      balloon kyphoplasty against vertebroplasty on a number of
      endpoints and is intended to enroll up to 1,234 patients.

For the full-year 2007, net sales are targeted to increase
approximately 40% to 43% versus 2006 to $570-$585 million.  For
the second quarter of 2007, the company anticipates worldwide net
sales of $137 million to $142 million, which represents an
increase of 36% to 41% versus the second quarter of 2006.

                         About Kyphon Inc.

Kyphon Inc. develops and markets medical devices designed to
restore spinal function and diagnose low back pain using minimally
invasive technologies.  The company's products are used in balloon
kyphoplasty for the treatment of spinal fractures caused by
osteoporosis or cancer, and in the Functional Anaesthetic
Discography procedure for diagnosing low back pain due to
degenerative disc disease.  The company has expanded into lumbar
spinal stenosis treatment following their recent acquisition of
St. Francis.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service upgraded the rating of Kyphon Inc.'s
$300 million senior secured revolver to Ba1 from B1 following the
issuance of $400 million in convertible senior unsecured notes.


LIONEL LLC: Plan Proposes to Pay General Unsecured Claims in Full
-----------------------------------------------------------------
Lionel LLC and its debtor-affiliate Liontech Company filed with
the United States Bankruptcy Court for the Southern District of
New York a Disclosure Statement explaining their Chapter 11 Plan
of Reorganization.

                       Treatment of Claims

Under the Plan, Secured, Other Priority, and General Unsecured
Claims will be paid in full, in cash, plus postpetition interest
on the distribution date.

Holders of Intercompany Claims will be reinstated on the effective
date.

All existing Liontech Common Stock Interest will be retained by
the reorganized Lionel.

Holders of Existing Lionel Membership Interest will be also
be retained, but, subject to potential dilution resulting from
the exercise of the management options, if issued, and issuance
of new Lionel membership interest to the new equity investor.

A full-text copy of the Disclosure Statement is available for
a fee at:

http://webadmin.bankrupt.com/cgi-
bin/researcharchives/radmin?action=doc&op=view&docid=070524041646

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company filed for chapter 11 protection on Nov. 15, 2004
(Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh, Esq., at
O'Melveny & Myers LLP; and Adam Craig Harris, Esq., and Adam L.
Hirsch, Esq., at Schulte Roth & Zabel LLP represent the Debtor
in its restructuring efforts.  David M. LeMay, Esq., and
Francisco Vazquez, Esq., at Chadbourne & Parke, LLP, represented
the Official Committee of Unsecured Creditors.  When the Company
filed for protection from its creditors, it estimated assets
between $10 million and $50 million and estimated debts more
than $50 million.


MARIE CORP: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marie Corporation
        dba Marie's RV and Mobil Home Park
        67500 Jones Road
        Cathedral City, CA 92234
        Tel: (760) 200-1265

Bankruptcy Case No.: 07-12881.

Type of Business: The Debtor owns and operates a park.

Chapter 11 Petition Date: May 24, 2007

Court: Central District Of California (Riverside)

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581

Total Assets: $4,000,000

Total Debts:  $1,455,167

Debtor's Seven Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Kohl Corp.                                             $500,000
21 Buckingham Way
Rancho Mirage, CA 92270

David Lee Baron, Esq.                                   $25,000
Slovak Baron & Empey, L.L.P.
1800 East Tahquitz Canyon Way
Palm Springs, CA 92262-7104

Cove Electric                                           $24,000
77-824 Wildcat Drive
Palm Desert, CA 92211

Verizon                                                 $11,167

Southern California Edison                               $3,000

Southern California Gas Co.                              $1,200

State of California                                        $800
Franchise Tax Board
Special Procedures


MCDERMOTT INT'L: Steady Performance Cues S&P to Lift Ratings to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy services provider McDermott
International Inc. and its subsidiaries, J. Ray McDermott S.A. and
The Babcock & Wilcox Co., to 'BB' from 'B+'.  The outlook is
stable.

In addition, S&P raised the rating on B&W's senior secured bank
debt to 'BB+' from 'B+', upgraded J. Ray's senior secured bank
debt to 'BB' from 'B+', revised the recovery rating on B&W's debt
to '1' from '3', and left the recovery rating on J. Ray's debt
unchanged at '3'.  The '1' recovery rating indicates a high
expectation of full (100%) recovery in the event of a payment
default, and the '3' recovery rating indicates an expectation of
meaningful (50%-80%) recovery).

"Driving the upgrades were strong performance at J. Ray, steady
performance at B&W and BWX Technologies, debt reduction, and near
closure on B&W's asbestos litigation," said Standard & Poor's
credit analyst David Lundberg.

"The rating on McDermott reflects a consolidated rating
methodology for McDermott and its subsidiaries," Mr. Lundberg
said.  McDermott's business risk profile is considered weak.  The
highly cyclical and competitive marine construction business at
J. Ray is partially offset by the more stable businesses at B&W
and BWXT.  B&W primarily constructs boilers and environmental
equipment for coal-fired power plants, while BWXT provides nuclear
components for the U.S. government and manages several sites for
the U.S. Department of Energy.  With only limited debt
outstanding, McDermott's credit measures are strong for the
rating, and some degree of cushion exists if the company increases
debt to finance any potential future acquisitions.

The outlook is stable.  S&P expect B&W and BWXT to continue to
generate stable levels of cash flow.  S&P expect J. Ray's near-
term performance to be strong, but believe that its cash flows
will be volatile and possibly fall sharply if capital expenditures
in the oil and gas sector decline.  Given that debt levels are
currently low, the current rating has some cushion for higher
debt.  That said, S&P would expect McDermott's credit ratios to
remain somewhat stronger than our industrial 'BB' medians, given
J. Ray's cyclicality and the current point in the cycle.

A significant increase in debt, worse-than-expected operating
performance, or evidence of increased risk-taking at J. Ray could
result in negative rating actions.  A positive rating action is
unlikely at this juncture.  S&P would likely need to observe
management's ability to steer J. Ray through a more pronounced
downturn before consideration of any further upgrades.


MOBILE MINI: Earns $12.7 Million in First Quarter Ended March 31
----------------------------------------------------------------
Mobile Mini Inc. reported record financial results for the first
quarter ended March 31, 2007.  First quarter 2007 versus first
quarter 2006 results were:

     -- Total revenues increased 29.4% to $73 million from
        $56.4 million;

     -- Lease revenues increased 28.2% to $66.1 million from
        $51.5 million;

     -- Lease revenues comprised 90.5% of total revenues as
        compared to 91.3% during the 2006 first quarter;

     -- Net income increased 54.8% to $12.7 million as compared
        to $8.2 million; and

     -- Operating margin increased to 36.7% from 35.3%.

Other First Quarter Highlights

     -- Internal growth remained strong at 15.4% in the first
        quarter of 2007; the internal growth rate was 15.6% during
        the fourth quarter of 2006;

     -- The average utilization rate was 79% versus 80.1% during
        the first quarter of 2006;

     -- The lease fleet grew 28.5% to about 152,200 units at
        March 31, 2007 as compared to about 118,400 units at
        March 31, 2006;

     -- Yield was about 0.5% ahead of last year's first quarter.
        Excluding European locations, yield was up 5.1% as
        compared to the 2006 first quarter; and

     -- The average number of units on rent increased 27.6% to
        about 119,700 from about 93,800 in the first quarter of
        2006.

As of March 31, 2007, the company reported total assets of
$935.9 million, total liabilities of $480 million, and total
stockholders' equity of $455.8 million.  The company held cash and
cash equivalents of $2.4 million at March 31, 2007.

At Dec. 31, 2006, the company had a $350 million senior secured
revolving line of credit with a group of lenders which was
scheduled to mature in February 2011.  On May 7, 2007, the company
amended its revolving line of credit to increase from $350 million
to $425 million the maximum amount the company can borrow under
the line of credit and extended the expiration date to May 7,
2012.  The company has the right under the credit agreement, at
its option and without lenders' consent, to further increase the
maximum borrowing limit to $500 million, during the term of the
agreement.

In May 2007, the company retired over 99% of its outstanding
9.5% Senior Notes and issued $150 million of 6.875% Senior Notes
due 2015.  As of May 8, 2007, borrowings outstanding under the
company's credit facility were about $187.3 million.

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

Lawrence Trachtenberg, executive vice president & chief financial
officer, noted, "In recent weeks, we have taken action to reduce
interest expense, provide lower cost of capital and, in general,
further strengthen our financial position.  We have tendered for
$97.5 million of our 9.5% Senior Notes and are replacing them with
$150 million of 6-7/8% Senior Notes.  As previously reported,
these notes will be sold to the initial purchasers at 99.548% of
par value, less discounts and commissions.  Closing of these
transactions is expected on May 7, 2007, subject to customary
closing conditions.  Also, next week, we will be finalizing an
amended revolving line of credit which increases the maximum
amount we may borrow from $350 million to $425 million.  We also
will have the right to increase the maximum borrowing limit to
$500 million.  The new credit facility will have a scheduled
maturity date of May 7, 2012."

                         About Mobile Mini

Based in Tempe, Arizona, Mobile Mini Inc. (Nasdaq: MINI)
-- http://www.mobilemini.com/-- designs and manufactures portable
steel storage containers, portable offices, telecommunication
shelters and a variety of delivery systems.   The company markets,
services and distributes its products through a network of
company-owned branch locations in the U.S., Canada, the UK and The
Netherlands and over 1,950 dedicated employees.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Standard & Poor's Ratings Services assigned a 'BB-' rating to
Mobile Mini Inc.'s $125 million senior unsecured notes due 2015.
At the same time, S&P affirmed its ratings on Mobile Mini,
including the 'BB' corporate credit rating.  The outlook was
revised to positive from stable.


MOUNT ZION: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mount Zion Missionary Baptist Church
        1895 Del Rosa Avenue
        San Bernardino, CA 92411

Bankruptcy Case No.: 07-12883

Chapter 11 Petition Date: May 24, 2007

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Greta S. Curtis, Esq.
                  3701 Wilshire Boulevard, Suite 1025
                  Los Angeles, CA 90010
                  Tel: (213) 351-9583

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Peter J. Sargologos              value of            $1,272,000
5732 Melrose Avenue              security:
Los Angeles, CA 90038            $242,000

Dan Z. Bochner                   deed of trust         $814,000
P.O. Box 10809                   value of
Beverly Hills, CA 90213          security:
                                 $2,200,000

Terry Elliott                    wages                  $61,000
3909 San Gabriel Court
San Bernardino, CA 92404

                                 loan to church         $32,000

Mary Rouse                       loan to church         $30,000

James Marshall                   loan to church         $10,000

Florenda Reed                    loan to church         $10,000

Preston Hammond                  loan to church          $6,000

Hosea Moore, Jr.                 wages                   $4,000

                                 loan to church          $1,000

Floyd Thomas                     loan to church          $3,000

Stanis Askew                     loan to church          $2,000

Hazel Washington                 loan to church          $2,000

Pamela Huntsman                  loan to church          $1,000


MPS GROUP: Earns $17.4 Million in Three Months Ending March 31
--------------------------------------------------------------
MPS Group, Inc. reported financial results for the first quarter
ended March 31, 2007.

The company reported a net income of $17.4 million in three months
ended March 31, 2007, compared to the past year, which had a net
income of $16 million.

Revenue was $510 million, up 16% versus the first quarter of 2006.
Gross profit was $140 million, up 19% versus the first quarter of
2006.

During the first quarter, the company generated operating cash
flow of $10 million.  At the close of the first quarter, the
company had a cash balance of $115 million, short-term investments
of $40 million and no borrowings outstanding under its
$250 million credit facility.

MPS Group intends to use cash on hand primarily to invest in
strategic acquisitions designed to enhance its service delivery
network and establish new specialty lines of business.  The
company also intends to use cash on hand to buy back its common
stock.  During the first quarter of 2007, MPS Group expended
$11 million to buy back its common stock.  Currently, $35 million
remains on the Company's stock buyback authorization.

"We were pleased with our results for the quarter and with the
consistent performance across all of our business units," Timothy
Payne, MPS Chief Executive Officer, stated.  "In particular, we
are encouraged by the activity we are seeing in our North American
Professional Services units. We continue to anticipate solid
demand for our services in 2007, so we are hiring new sales and
recruiting staff and investing in training."

"We continue to get positive feedback from both clients and
business units regarding the outlook for the rest of the year,"
Robert Crouch, MPS Chief Financial Officer, added.  "Therefore, we
believe the investments we made during the first quarter will
benefit us throughout 2007.  We expect second quarter 2007 revenue
and diluted net income per common share to be in the range of $520
million to $530 million and $0.19 to $0.21, respectively."

At March 31, 2007, the company's balance sheet showed total assets
of $1.1 billion and total liabilities of $201 million, resulting
in a $975 million stockholders' equity.

Headquartered in Jacksonville, Florida, MPS Group Inc. (NYSE:MPS)
-- http://www.mpsgroup.com/-- provides staffing, consulting, and
solutions in the disciplines of information technology, finance
and accounting, law, engineering, and healthcare.  MPS Group
delivers its services to government entities and businesses in
virtually all industries throughout the United States, Canada, the
United Kingdom, and Europe.

                          *     *     *

Standard & Poor's assigned BB- long-term foreign and local issuer
credit ratings to MPS Group Inc. on November 2002.


NANO SUPERLATTICE: Earns $2,675 in First Quarter Ended March 31
---------------------------------------------------------------
Nano Superlattice Technology Inc. reported net income of $2,675 on
net sales of $2,003,958 for the first quarter ended March 31,
2007, compared with a net loss of $299,331 on net sales of
$2,317,904 for the same period a year ago.

Income from operations for the three months ended March 31, 2007,
was $57,626 as compared to an operating loss of $244,778 for the
three months ended March 31, 2006.  This change was primarily the
result of the significant decrease in general and administrative
expenses during the three months ended March 31, 2007.

During the three months ended March 31, 2007, net cash used in
operations was $271,731.  Net cash used in investing activities
was $21,634 for equipment purchases, and net cash provided by
financing activities was $100,891, which consisted of repayment of
loans, partially offset by new borrowings.

At March 31, 2007, the company's balance sheet showed $13,260,430
in total assets, $8,467,874 in total liabilities, $99,086 in
minority interest, and $4,693,470 in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $5,250,910 in total current assets
available to pay $6,636,072 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?2005

                    Default on Line of Credit

The company is currently in default of its line of credit because
the Arc Bond Sputtering Machine which was pledged to collateralize
its line of credit with a Taiwan Bank, was later sold to a third
party, in violation of the credit agreement.  Since the equipment
sold was leased back from the third party, the company is also in
default of the lease-back agreement.

                       Going Concern Doubt

Simon & Edward LLP in City of Industry, Calif., expressed
substantial doubt about Nano Superlattice Technology Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the quarter ended
March 31, 2007.   The auditing firm reported that the company
continued to experience working capital insufficiency.

                     About Nano Superlattice

Nano Superlattice Technology Inc. (OTC BB: NSLT) -- is engaged in
the coating of tools and components with nano structured PVD
coatings for the semiconductor, precision machinery and
telecommunication industries.  Nano utilizes Arc Bond Sputtering
and Superlattice technology to apply multi-layers of super-hard
elemental coatings on an array of precision products to achieve a
variety of physical properties.


NEW CENTURY: Mulls Paying Additional Customer Obligations
---------------------------------------------------------
On the day they filed for bankruptcy, New Century Financial
Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware
to continue certain prepetition services they provide to their
customers, including, but not limited to a consumer restitution
plan, the funding of manufactured home loans under a program
regulated by the Federal Housing Authority and transferring
pipeline loans to other lenders or brokers.

The Court capped the amounts paid under the Consumer Restitution
Plan at $90,000 and amounts paid under the Manufactured Home Loan
Funding at $2,500,000.

The Debtors have identified additional customer programs that are
necessary to retain their licenses during the transition of their
businesses to the purchaser of their loan servicing platform.

In this regard, the Debtors seek the Court's permission to:

   (a) perform and honor their prepetition obligations related to
       the Customer Programs as they see fit; and

   (b) continue, renew, replace, implement new, or terminate
       the Customer Programs as they see fit, in the ordinary
       course of business.

                    Consumer Restitution Plan

The intent of the Consumer Restitution Plan is to order to
mitigate the damages to customers after the Warehouse Lenders
ceased providing funding for loans originated by the Debtors.
Prior to the cutoff, certain customers had entered into
agreements and paid fees to the Debtors, including, but not
limited to, appraisal fees, fees for credit reports, lock, and
application fees, in anticipation of receiving mortgage loans.

The Consumer Restitution Plan proposes to make whole the
customers who were damaged as a result of the Debtors' liquidity
crisis.  Fees received from the customers are in an escrow
account so that refund checks may be generated for the customers.

In addition, the Debtors propose to set up an escrow account to
make equitable restitution payments to the customers who closed a
loan with the Debtors and who either received inferior funding
from an alternative lender or who were not able to obtain any
alternative loan.

The Debtors seek authority to continue paying amounts that arise
under the Consumer Restitution Plan in excess of $90,000.  As of
the beginning of May 2007, the Debtors have received requests for
an additional $15,000 but believe refund requests will be
ongoing.  The Debtors want authority to pay up to an additional
$50,000 under the Consumer Restitution Plan.

                       FHA and VA Insurance

Prior to April 2, 2007, the Debtors funded loans sponsored by
the Department of Housing and Urban Development and Department of
Veterans Affairs.  FHA and VA require the Debtors to meet strict
fee and underwriting guidelines to secure FHA or VA insurance or
guarantees.  In the ordinary course of business, FHA and VA audit
the fees charged by the Debtors to borrowers for FHA and VA
loans.  If the audit concludes that the Debtors charged fees
outside of the guidelines, the Debtors must return the fees to
the customer or FHA or VA may not insure or guarantee the loan.

FHA and VA recently notified the Debtors that they must refund
roughly $6,500 for fees charged.  The Debtors anticipate
additional refund demands from FHA and VA.

                         Escrow Holdbacks

In the ordinary course of the Debtors' origination business, the
Debtors routinely held back a portion of the funds loaned to a
customer for the purchase of property in escrow with the closing
agent.  Generally the escrowed amounts are earmarked for
construction improvements or upgrades that the seller has agreed
to complete in the purchase contract.  The escrow agent would
hold the escrowed amounts until the Debtors would direct the
escrow agent to release the funds, generally when the
construction was completed and inspected to the Debtors'
satisfaction.

While the Debtors believe that escrowed amounts are generally not
property of the estate, out of an abundance of caution, the
Debtors request authority to return escrowed amounts to the
borrower.  The Debtors have already received requests for roughly
$40,000 for escrowed amounts.

                  State Regulatory Audit Refunds

State Regulators routinely audit loans originated in prior years
by the Debtors.  During the audits, the state may conclude that
the Debtor has charged an unallowable fee under state law.  In
those instances, the state directs the Debtors to refund
unallowable fees charged by Debtors to borrowers.

Compliance with the audits is necessary for the Debtors to
maintain their licenses in certain states.

                        About New Century

Founded in 1995, Irvine, Calif.-based 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.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

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. 11; 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: Seeks OK to Grant Loan Buyers Adequate Protection
--------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to provide adequate protection to counterparties to
master repurchase agreements and to purchasers of loans originated
by the Debtors who replaced the Debtors as servicer prior to
April 2, 2007, with respect to collections received prepetition on
loans in which they claim an interest.

The Debtors funded their operations prepetition largely through a
series of master repurchase agreements.  The Debtors contracted
to sell certain mortgage loans to the Repurchase Counterparties,
coupled with the Debtors' agreement to repurchase the loans on a
maturity date, an obligation to pay the Repurchase Counterparties
a regular "Price Differential" and periodically to satisfy margin
calls when the determined value of the mortgage loans subject to
the Repurchase Agreement was less than the total repurchase
obligations.

The short-term facilities functioned much like standard secured
revolving credit facilities with regular payments of interest and
principal payments required to keep the facility within a
borrowing base.

Shortly before the Debtors' bankruptcy filing, the Repurchase
Counterparties made margin calls in excess of $150,000,000, which
the Debtors were unable to satisfy fully.  Thereafter, the
Repurchase Counterparties began restricting and ultimately ceased
providing funding for loans originated by the Debtors.  Each of
the Repurchase Counterparties also declared the Debtors in default
under its facility.

As a result, many of the Repurchase Counterparties exercised
remedies under their agreements with the Debtors, including
asserting control of the cash flow from the mortgage loans
subject to the Repurchase Agreements and in some instances
crediting the asserted value of the mortgage loans against the
Debtors' repurchase obligation or reselling the mortgage loans to
third parties.

The Repurchase Counterparties contend that they are entitled to
special rights and privileges under Section 561 of the Bankruptcy
Code, which allow them to realize on the mortgage loans without
relief from the automatic stay.

The Repurchase Counterparties also contend that the agreements
required the Debtors to hold collections on the mortgage loans
received prior to the Petition Date in trust.

The Debtors assert that, in practice, for many years, they have
received payments of regularly scheduled principal and interest
on the mortgage loans subject to the Repurchase Agreements in
their general corporate accounts with the acquiescence, if not
the express understanding, of the Repurchase Counterparties.

Monthly interest -- generally styled "Price Differentials" --
computed on the total amount of the repurchase obligations was
paid to the Repurchase Counterparties, but the payments were
generally less than the interest received on the mortgage loans,
and the Debtors retained the spread.

Since the Debtors' bankruptcy filing, some of the Repurchase
Counterparties, including UBS Real Estate Securities Inc. and DB
Structured Products Inc., have commenced adversary proceedings
seeking, inter alia, that funds collected on mortgage loans prior
to the exercise of their remedies, be held in trust and turned
over to them.

The Debtors have been working to reconcile the amounts at issue,
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates.  The Debtors also have been
attempting to work with the Repurchase Counterparties to maximize
the amounts realized on the disposition of the loans that are
subject to the Warehouse Loan Agreements.

The Debtors have turned more than $27,400,000 to the Repurchase
Counterparties since filing for bankruptcy.

The Repurchase Counterparties have generally transferred
servicing of the loans in which they assert an interest to a
servicer other than the Debtors and have been controlling the
cash collected on the mortgage loans for some time now.  The
Debtors have cooperated in the transfer.

With respect to collections on mortgage loans that the Debtors
received prior to the Petition Date, there could be serious
issues as to whether the amounts, particularly collections of
regular monthly principal and interest payments prior to the
blockage of accounts, are either cash collateral or property of
the estates, Mr. Samis tells Judge Carey.  Certain of the
Repurchase Counterparties assert that their Repurchase Agreements
give them a basis to establish constructive trusts for the
property -- that is, the money that was not held in trust as of
the Petition Date should have been.

This argument raises a number of legal and factual issues,
including whether a constructive trust could be avoided and
tracing supposed trust funds, Mr. Samis says.  Tracing issues
inherently pit lender against lender as they vie for the same
funds held in the Debtors' general corporate accounts on the
Petition Date, Mr. Samis points out.

Mr. Samis also notes that prior to the Petition Date, the Debtors
received some payments from borrowers under the underlying
mortgage loans with respect to loans that had been sold to
certain whole loan purchasers where the purchaser had replaced
the Debtors as loan servicer.  The funds were paid by the
borrowers into the Debtors' general corporate accounts so similar
Section 544 and tracing issues might arise with respect to the
receipt of any funds the Debtors received prepetition, Mr. Samis
says.

To provide adequate protection to parties claiming an interest in
property held by the Debtors on the Petition Date, and at the
same time to allow the estates to proceed with the sale of their
businesses so as to maximize distribution to whomever is entitled
to it, and preserve the rights of the Debtors and the Committee
to litigate, or to resolve consensually, the Debtors propose to
grant Repurchase Counterparties and Loan Purchasers:

   -- a superadministrative priority granted under Section 507(b)
      senior to any administrative priorities under Section
      503(b)(1) but junior to the superadministrative priority
      granted to the DIP Lenders;

   -- a lien junior to the liens granted to the DIP Lenders and
      any valid, unavoidable and existing liens on all assets of
      the estates other than First Lien Collateral defined in the
      DIP Loan Agreement; and

   -- once all obligations under the DIP Loan Agreement have been
      satisfied in full, a lien on all assets of the estates,
      subject to any existing valid, unavoidable and existing
      liens.

The Adequate Protection Liens and Priorities will in all cases be
subject to the Carve Out provided for in the DIP Loan Agreement,
will not encumber avoiding powers or their proceeds, and will
provide protection only to the extent that a Repurchase
Counterparty or Loan Purchaser is determined to have a valid,
unavoidable interest in property held by the Debtors as of the
Petition Date.

The determinations will be made as of the Petition Date so as to
avoid any prejudice to Repurchase Counterparties or Loan
Purchasers with respect to the use of the property since the
Petition Date, Mr. Samis relates.

The granting of Adequate Protection Liens and Priorities will
also be without prejudice to the rights of the Debtors, the
Committee and other appropriate parties-in-interest to challenge
the entitlement of the recipients to adequate protection.

The Debtors may provide other forms of adequate protection to
Repurchase Counterparties and Loan Purchasers as sales of the
Debtors' businesses are consummated, auctions of loans held by
the Repurchase Counterparties proceed, reconciliations are
completed and the issues at hand gain greater clarity.

                        About New Century

Founded in 1995, Irvine, Calif.-based 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.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

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. 11; 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: S&P Lowers Rating on 2003-2 Class M-4 Certs. to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-4 certificates from New Century Home Equity Loan Trust Series
2003-2 to 'BB' from 'BBB'.  Concurrently, S&P placed its ratings
on the class M-3 and M-4 certificates from this transaction on
CreditWatch with negative implications.  In addition, S&P affirmed
its ratings on the remaining three classes.

S&P's lowered rating and negative CreditWatch placements reflect
monthly realized losses that have continued to exceed monthly
excess interest.  During the past six remittance periods, realized
losses have exceeded excess interest by approximately 2.98x.  The
failure of excess interest to cover monthly losses has resulted in
an erosion of overcollateralization.  As of the April 2007
distribution date, O/C ($3,989,520) was below its target balance
of $5,868,907 by approximately 36%.  The current pool factor is
8.74%. Serious delinquencies (90-plus days, foreclosures, and
REOs) represent 21.33% of the current pool balance, while
cumulative realized losses represent 1.28% of the original pool
balance.

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

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


         Rating Lowered and Placed on Creditwatch Negative

         New Century Home Equity Loan Trust Series 2003-2

                                Rating
                                ------
                 Class   To               From
                 -----   --               -----
                 M-4     BB/Watch Neg.    BBB


              Rating Placed on Creditwatch Negative

        New Century Home Equity Loan Trust Series 2003-2

                               Rating
                               ------
                 Class   To               From
                 -----   --               ----
                 M-3     A+/Watch Neg.    A+


                        Ratings Affirmed

         New Century Home Equity Loan Trust Series 2003-2

                     Class          Rating
                     -----          ------
                      A-IO, M-1      AAA
                      M-2            AA+


NEW WORLD: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2 probability of default rating to New World Gaming
Partners, Limited.

A Ba3 (LGD3, 31%) was assigned to the company's CDN25 million
6-year first lien revolver, CDN575 million 7-year 1st lien term
loan, and CDN115 million 7-year 1st lien delay draw term loan.  A
Caa1 (LGD5, 85%) was assigned to the company's CDN400 million 7.5
year 2nd lien term loan.  The ratings outlook is stable.

Proceeds from the new bank facilities will be used to partially
fund the acquisition of casino assets owned by Gateway Casino
Income Fund, Gateway Casinos, Inc. and Star of Fortune Gaming
Management (B.C.) Corp. by New World Gaming, a newly created 50/50
joint venture between Publishing and Broadcasting Limited and
Macquarie Bank Limited.  Total consideration for the acquisition
is about $1.3 billion.  In addition to the CDN1.1 billion bank
financing, the joint venture partners will each contribute CDN195
million to support the acquisition.  The delay draw portion of the
bank facility will be used to fund current capital expenditure
initiatives.

The ratings take into account New World Gaming's significant debt
burden.  Leverage as measured by total debt/EBITDA is expected to
remain well over 7.0 times (x) during the next two years as a
result of acquisition and expansion related debt. This figure
includes a portion of the JV sponsors' $390 cash contribution that
has been deemed a 'D' hybrid security, and excludes eligible
capital recoveries.  Debt/EBITDA including capital recoveries is
also expected to remain above 7.0x over the next two years.  The
rating acknowledges that despite owning 8 operating casinos and
one casino development, about 40% of the company's property-level
pro forma cash flow will come from only one casino -- the Burnaby
casino in Vancouver.  Positive ratings consideration is given to
the company's strong market position in the British Columbia
market.  On a combined basis, New World Gaming and Great Canadian
Gaming (Ba3/stable) will have approximately 80% market share in
British Columbia based on number of slots and tables.

The stable ratings outlook considers the favorable cash flow
impact from capital spending reimbursement programs as well as
substantial barriers to entry.  No new casino licenses are
expected to be issued in British Columbia, Alberta, or Edmonton in
the foreseeable future.  Ratings improvement is limited at this
time given the company's high leverage.  Longer-term and
sustainable debt/EBITDA below 6.0x would be required for the
company to achieve higher ratings.  Ratings could be negatively
impacted by a slower than expected ramp-up of the company's CDN113
million Starlight Casino development which is scheduled to open in
December 2007.

New World Gaming Partners, Ltd, is a 50/50 joint venture between
wholly-owned subsidiaries of Publishing and Broadcasting Limited
and the Macquarie Group.  Publishing and Broadcasting Limited is
one of Australia's largest diversified media and entertainment
groups.  The Macquarie Group, which includes Macquarie Bank, an
Australian investment bank, is a diversified financial services
firm with global assets valued at over CDN163 billion.


NEW WORLD: High Debt Leverage Cues S&P's 'B' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New World Gaming Partners Ltd.  The rating
outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's proposed secured financing, comprising
CDN $715 million of first-lien debt (a CDN $25 million revolving
credit facility due 2013, a CDN $575 million {$509 million} term
loan B due 2014, and a C$115 million {$102 million} delayed-draw
term loan due 2014) and a CDN $400 million ($354 million) second-
lien term loan due 2015.  The issue rating on the first-lien debt
is 'B+' with a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.  The issue rating on the second-lien facility is
'CCC+' with a recovery rating of '4', indicating the expectation
for marginal (25%-50%) recovery of principal in the event of a
payment default.

Proceeds from the bank facilities will be used to fund the
purchase of the casinos and assets owned by Gateway Casinos Income
Fund, Gateway Casinos Inc., and Star of Fortune Gaming Management
(collectively, Gateway Casinos) by Publishing and Broadcasting
Ltd. (BBB+/Watch Neg/A-2) and Macquarie Bank Ltd.  The sponsors
will contribute CDN $390 million, of which about CDN $130 million
will be equity and CDN $260 million will be structured as debt.
However, the debt portion will be structured as junior to the bank
facilities, with terms that are favorable to the first- and
second-lien lenders.  These include a 25-year term with no
principal amortization; subordination both in right of payment and
in the event of bankruptcy; the ability for interest to be paid in
kind at the borrower's option or if not permitted to be paid in
cash under the credit agreement; no material covenants or events
of default; and no cross-default or acceleration provisions with
the first- or second-lien obligations.  As such, S&P view this
instrument as providing a meaningful level of cushion for first-
and second-lien lenders, and S&P's  ratio calculations include
this instrument as equity.

In March 2007, Publishing and Broadcasting Ltd. and Macquarie Bank
Ltd. entered into a 50/50 joint venture agreement to acquire the
casinos and assets currently owned by the Gateway entities, and
formed New World.  New World will complete the acquisition through
a public tender offer of GCIF's equity and convertible debentures
and the refinancing of outstanding debt, and will purchase GCI, as
well as the 50% stake in SoF not currently owned by GCI.
Collectively, these entities own nine casinos: seven in British
Columbia and two in Alberta.

"The 'B' corporate credit rating reflects New World's very high
pro forma debt leverage, a concentration of cash flows within two
of its nine casinos, and potential construction and ramp-up
related challenges associated with two of its Vancouver-based
properties," said Standard & Poor's credit analyst Ariel
Silverberg.  "These factors are somewhat tempered by the company's
historically high and stable margins, solid historical gaming
revenue growth in its markets, and a stable regulatory
environment, which limits competition and also provides for
reimbursement of the majority of the company's capital
expenditures over time."


NORTH AMERICAN: Wants Plan Solicitation Period Moved to Sept. 30
----------------------------------------------------------------
North American Refractories Company and its debtor-affiliates ask
the Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania to extend, until
Sept. 30, 2007, the solicitation period wherein the Debtors can
solicit acceptances of their Third Amended Plan of Reorganization.

The Court took the confirmation of the Amended Plan under
advisement after the conclusion of the confirmation hearing on
March 16, 2007.  However, the Debtors still request an extension
of the Solicitation Period as a precautionary measure in order to
protect the Debtors' reorganization.

The Debtors say that such precautions are reasonable and prudent
given the interrelationship between the bankruptcy case of Global
Industrial Technologies Inc. and the NARCO Case, the multiple
adjournments of the Confirmation Hearing, the Dec. 15, 2006
Amendment and supplemental solicitation in the GIT Case, and the
time the Debtors require to obtain a final order of the Court
confirming the Amended Plan.

                           About NARCO

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

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

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

                            Plan Update

On Jan. 27, 2006, the Debtors filed their Combined Disclosure
Statement accompanying the Amended Plan.  On Jan. 30, 2006, the
Court entered an order approving the Combined Disclosure
Statement.  The confirmation hearing on the Amended Plan commenced
on June 5, 2006, was continued to October 26-27, 2006, continued
again to Nov. 17, 2006, and continued again to March 16, 2007.  At
the conclusion of the Confirmation Hearing on March 16, 2007, the
Court took the confirmation of the Amended Plan under advisement.
Consequently, the Debtors may require additional time in order to
finalize their reorganization.

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


NORTH AMERICAN: Court Finds Hartford's Arguments 'Superfluous'
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania declared stricken the
notice of Hartford Insurance Entities regarding North American
Refractories Company and its debtor-affiliates' Third Amended Plan
of Reorganization.

As reported in the Troubled Company Reporter on Apr. 19, 2007,
Hartford Accident and Indemnity Company, First State Insurance
Company, and Twin City Fire Insurance Company reiterated in their
notice their objections to the Debtors' Third Amended Plan,
asserting that the Debtors' Plan remain "virtually unexamined" and
that the Hartford Entities were not permitted to conduct discovery
on the Plan to see if it complies with the governing law.
Additionally, the Hartford Entities cited the Court's recent
opinions in Congoleum Corp. and Pittsburgh Corning Corp.'s
bankruptcy cases, in support of its allegations.

In the order, Judge Fitzgerald said that he was aware of these two
opinions he had issued earlier, but stated that Hartford's notice
regarding these opinions is "superfluous".

The Debtors and Honeywell had reminded the Court that Hartford has
no obvious interest in the case, since Hartford's alleged
connection to the Debtors' chapter 11 case is as one of
Honeywell's insurers, and that Honeywell's proposed obligation to
fund NARCO's Plan is "completely independent" of Honeywell's
insurance.

                           About NARCO

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

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

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

                            Plan Update

On Jan. 27, 2006, the Debtors filed their Combined Disclosure
Statement accompanying the Amended Plan.  On Jan. 30, 2006, the
Court entered an order approving the Combined Disclosure
Statement.  The confirmation hearing on the Amended Plan commenced
on June 5, 2006, was continued to October 26-27, 2006, continued
again to Nov. 17, 2006, and continued again to March 16, 2007.  At
the conclusion of the Confirmation Hearing on March 16, 2007, the
Court took the confirmation of the Amended Plan under advisement.
Consequently, the Debtors may require additional time in order to
finalize their reorganization.

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


NORTH AMERICAN: Wants Settlement Agreement w/ Mellon Bank Approved
------------------------------------------------------------------
North American Refractories Company and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to approve a settlement agreement between the Debtors and Mellon
Bank, N.A., the collateral agent for the Debtors' prepetition
senior lenders.

Before their bankruptcy filing, the Debtors' 14 senior lenders, on
behalf of Qualitech Steel Corporation, made payments to the Debtor
for approximately $584,126.  Each of the secured lenders was party
to a June 1999 Credit Agreement, pursuant to which the senior
lenders made secured loans to Qualitech.

Mellon Bank commenced an adversary proceeding against the Debtors
seeking to avoid and recover the $584,126 transfer.  The Debtors
argued that the Qualitech secured lenders did not timely file a
proof of claim according to the bar date set by the Court.

Following a series of arms' length negotiations, the parties have
agreed to a compromise settlement wherein the Debtor has agreed
that Qualitech shall have an allowed general unsecured claim for
$70,000, and that the allowance of such claim shall constitute
full satisfaction of any claims that have or could have been
asserted on behalf of Qualitech against the Debtor.

The Court is set to hear the settlement motion at 2:00 p.m., on
June 22, 2007, at the U.S. Steel Tower, Courtroom A, 54th Floor,
in Pittsburgh.

                           About NARCO

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

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

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

                            Plan Update

On Jan. 27, 2006, the Debtors filed their Combined Disclosure
Statement accompanying the Amended Plan.  On Jan. 30, 2006, the
Court entered an order approving the Combined Disclosure
Statement.  The confirmation hearing on the Amended Plan commenced
on June 5, 2006, was continued to October 26-27, 2006, continued
again to Nov. 17, 2006, and continued again to March 16, 2007.  At
the conclusion of the Confirmation Hearing on March 16, 2007, the
Court took the confirmation of the Amended Plan under advisement.
Consequently, the Debtors may require additional time in order to
finalize their reorganization.

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


PACIFIC LUMBER: La Salle Seeks Court Nod for Assignment of Debt
---------------------------------------------------------------
LaSalle Business Credit LLC and LaSalle Bank National Association
informed the Hon. Judge Richard S. Schmidt of the United States
Bankruptcy Court for the Southern District of Texas that it is
seeking to transfer its claim against Pacific Lumber Company and
its debtor-affiliates to CanPartners Investments IV LLC.

Accordingly, the LaSalle Entities asks to issue a declaratory
order in its favor with respect to:

   -- the assignment of its claims and liens;

   -- the duties and obligations of Marathon Structured Finance
      Fund L.P., as administrative agent, under a Revolving
      Credit Agreement it entered into with Debtors The Pacific
      Lumber Company and Britt Lumber Co., Inc., in July 2006;
      and

   -- Marathon's ongoing breach of contract and an action for
      damages concerning that breach.

LaSalle also asks the Court for permission to transfer in full
its claims against the Debtors to CanPartners without Marathon's
consent.

LaSalle further asks Judge Schmidt to:

   (a) declare that CanPartners is entitled to all rights in the
       liens and claims of LaSalle in the Debtors' main
       bankruptcy case following the authorized LaSalle claim
       transfer; or

   (b) in the alternative, grant it judgment against Marathon for
       breach of the Revolving Credit Agreement for all actual
       damages, including attorneys' fees and expenses.

Subsequently, LaSalle filed a notice of dismissal with the Court
with respect to its adversary proceeding against Marathon and the
Debtors.  LaSalle did not state its reasons for dismissing the
Marathon Complaint.

The LaSalle Entities became party to the July Credit Pact by an
amendment to Revolving Credit Agreement and Guarantee and
Collateral Agreement, dated Oct. 12, 2006, Henry J. Kaim,
Esq., at Bracewell & Giuliani LLP, in Houston, Texas, relates.

LaSalle now wants to exercise its right under the Revolving
Credit Agreement to sell and assign its indebtedness to
CanPartners.  Under the Revolving Credit Agreement, the
CanPartners Assignment is not final unless and until Marathon
consents to the proposed assignment.

Despite repeated requests from LaSalle, Marathon has refused to
give its written consent to the CanPartners Assignment, according
to Mr. Kaim.

Instead, Marathon demanded receipt of information and
documentation that is not relevant to the determination of a
proposed lender's ability to assume LaSalle's financial
obligations under the Revolving Credit Agreement, Mr. Kaim tells
the Court.

Counsel for CanPartners has promptly forwarded certain requested
documentation to Marathon, Mr. Kaim notes.  However, Marathon has
persisted in its bad faith conduct by continuing to demand
information irrelevant to the matter, Mr. Kaim says.

Mr. Kaim asserts that Marathon's unreasonable withholding and
delayed giving of consent to the CanPartners Assignment is in
violation of the Revolving Credit Agreement.

                       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 Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
16, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Wants to Spend $2,035,000 for Scotia Town Project
-----------------------------------------------------------------
Pacific Lumber Company asks the Hon. Judge Richard S. Schmidt of
the United States Bankruptcy Court for the Southern District of
Texas for permission to spend $1,850,000, plus an additional 10%,
for a total of $2,035,000 through Dec. 31, 2007, for the Scotia
Town Project, without the need for further Court approval.

Pacific Lumber Company also asks the Court for permission to
retain and pay various professionals to assist in planning and
implementing the Project, without the need for individual
applications and retention orders.

Since the 1880s, Pacific Lumber Company has owned and operated
Scotia, a town of approximately 800 inhabitants located at the Eel
River Valley, in Southern Humboldt County, about 250 miles north
of San Francisco.

Scotia sits on a 420-acre undivided parcel.  It has 274 homes,
all of which are owned by PALCO and rented principally to current
and former PALCO employees.

In addition to acting as town-wide landlord, PALCO also manages
and provides most of the town's utilities, infrastructure and
public services.

In 2005, PALCO engaged a team of consultants, and commissioned
several studies regarding the feasibility of and requirements for
a development project pertaining to the town of Scotia, Kevin J.
Franta, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, P.C.,
in Corpus Christi, Texas, relates.

PALCO seeks to bring Scotia into the modern age through the
Scotia Town Project.  Under the Project, PALCO plans to develop a
subdivision map that divides the existing 420-acre parcel into
legally separate parcels.

PALCO has initiated a series of preliminary meetings with
government agencies, including Humboldt County and the Local
Agency Formation Commission.  PALCO recently submitted a formal
petition in support of subdivision with more than the necessary
signatures by Scotia residents, according to Mr. Franta.  The
Subdivision Petition is one of several submissions required for
the Project's approval.

Emphasis for 2007 will be on planning, completing required
environmental impact studies and addressing various governmental
requirements triggered by the proposed subdivision under the
Project, Mr. Franta relates.  Thus, PALCO also anticipates
spending approximately $960,000, nearly one half of the total
budget for professional fees over the life of the Project, in
professional fees for the remainder of 2007.

Under the Project, PALCO aims to, among others:

   -- upgrade most of Scotia's infrastructure, including
      construction and repair of the waste collection system, the
      wastewater treatment plant and the water distribution
      system, and repair of roads and rights of ways;

   -- transfer Scotia's electrical distribution facilities to
      Pacific Gas and Electric Company; and

   -- cause the Scotia Volunteer Fire Department to be publicly
      operated and funded.

About $15,450,000 will be spent for capital costs of the Scotia
Town Project.

The Project Professionals that PALCO seeks to employ and their
contemplated services are:

  Professional         Services                           Fees
  ------------         --------                           ----
  SHN Consulting   -perform environmental studies       $188,000
  Engineers and    -assist PALCO in preparing the
  Geologists Inc.   extensive application to LAFCo.
                    to establish a Community
                    Service District
                   -oversee the major construction
                    project on Scotia's aging
                    infrastructure

  Jacobsen         -rebuild the electrical               34,000
  Engineering       distribution system to bring the
                    system to PG&E specifications

  URFER            -provide services related to           8,000
  Engineering       distribution of natural gas
                    services

  Downey Brand     -provide legal services relating     122,000
                    to compliance with local and
                    state laws concerning the
                    subdivision of Scotia, the
                    formation of a special district
                    for provision of utility services
                    to the new town of Scotia and
                    the sale of certain properties

   Day Carter      -provide legal services relating       7,000
   Murphy LLP       to conversion of the electrical
                    distribution system from PALCO
                    to PG&E

   Kelly O'Hern    -perform surveying and               102,000
                    mapping services

   TBM and         -evaluate the town's historic         25,000
   Crandall         resources as required by
   Arambulla        California law

   Plan West       -consult on the establishment          3,700
                    of a new fire district for
                    Scotia

The Project Professionals have all be involved in the Scotia
Project in its planning stages and thus, are familiar with the
project, Mr. Franta tells Judge Schmidt.

Mr. Franta asserts that the Project will result in a significant
economic gain to the Debtors' estates.  In PALCO's estimation,
the proceeds from the sale of the Scotia residences and
commercial properties are substantially greater than the expected
costs of the Project.

                       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 Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
16, http://bankrupt.com/newsstand/or 215/945-7000).


PAYLESS SHOESOURCE: Moody's May Cut Low-B Ratings After Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Payless
Shoesource, Inc. on review for possible downgrade following the
company's announcement on May 22, 2007 of its definitive agreement
to acquire Stride Rite for approximately $800 million plus the
assumption of Stride Rite debt, which currently consists of only
borrowings under its revolver.

Moody's notes that while the acquisition will provide Payless with
a complementary stable of solid brands, the review for possible
downgrade reflects the substantial amount of debt incurred to
finance the transaction which will likely result in a
deterioration of credit metrics.

These ratings are placed on review for possible downgrade:

   -- Corporate family rating at Ba3;
   -- Probability of default rating at Ba3;
   -- $200 million 8.25% senior subordinated notes at B1; and
   -- LGD assessments are also subject to change.

The all cash offer of $20.50 per share represents a 32% premium
over Stride Rite's average stock price over the past 90 days.
Concurrent with the closing of the transaction, Payless intends to
rename the company Collective Brands, Inc., and, as a holding
company, will operate three standalone business units.  While a
specific structure to finance the transaction has yet to be
announced, the company has announced its intention to likely use
approximately $200 million of its excess cash to finance the
transaction, with the remaining amount, nearly 75%of the purchase
price, financed with debt.  In addition, the company has announced
its intention to leave the $200 million 8.25% notes in place and
has received commitments from both Citigroup and JPMorganChase to
provide financing in the amount of $750 million in connection with
the transaction.

The review will focus on Payless's plans to integrate and grow the
Stride Rite business unit, the post-acquisition capital structure
and corresponding credit metrics, the combined company's ability
to realize cost synergies and areas of leverage, as well as the
company's future financial policies, including liquidity and
acquisition appetite.

Payless ShoeSource, Inc., headquartered in Topeka, Kansas,
operates approximately 4,600 stores offering family footwear and
accessories at affordable prices.  Sales were $2.8 billion for the
fiscal year ended Feb. 3, 2007.  Stride Rite, headquartered in
Lexington, MA, is a leading designer and marketer of high quality
children's footwear in the United States.  It is predominantly a
wholesaler of footwear but also operates approximately 300 retail
stores.  Revenues for the fiscal year ended Dec. 1, 2006 were
approximately $706.8 million.


PETROL OIL: Posts $1,787,207 Net Loss in Quarter Ended March 31
---------------------------------------------------------------
Petrol Oil and Gas Inc. reported a net loss of $1,787,207 on
revenue of $1,611,408 for the first quarter ended March 31, 2007,
compared with a net loss of $1,835,196 on revenue of $1,216,025
for the same period in 2006.

The increase in revenues is primarily the result of increased
production, together with improved pricing after impact of the
company's hedging activities.

Net operating loss decreased to $698,954 for the three months
ended March 31, 2007, versus a net operating loss of $1,144,876
for the three months ended March 31, 2006.  The decrease in net
operating loss for the first quarter of 2007 was primarily due to
the 33% increase in revenues and an overall slight decrease in
expenses.

Interest expense for the three months ended March 31, 2007, was
$1,088,253, an increase of $397,933, or 58%, from interest expense
of $690,320 for the three months ended March 31, 2006.  The
increase in interest expense is primarily the result of increased
financing.

The decrease in net loss is primarily the result of increased
revenues, offset by additional interest expense.

At March 31, 2007, the company's balance sheet showed $33,264,175
in total assets, $28,588,238 in total liabilities, and $4,675,937
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4,725,406 in total current assets
available to pay $14,243,466 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?2029

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2007,
Weaver & Martin LLC, in Kansas, Mo., expressed substantial doubt
about Petrol Oil & Gas Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company has suffered recurring
losses from operations and is dependent upon the continued sale of
its securities or obtaining debt financing for funds to meet its
cash requirements.

                         About Petrol Oil

Headquartered in Overland Park, Kans., Petrol Oil and Gas Inc.
(OTC BB: POIG) -- http://www.petroloilandgas.com/ -- is an
independent energy exploration and development company with
properties in the Cherokee and Forrest Basins along the Kansas and
Missouri border.


PINNACLE ENTERTAINMENT: Earns $2.9 Million in Qtr. Ended March 31
-----------------------------------------------------------------
Pinnacle Entertainment Inc. reported net income of $2.9 million,
versus the prior-year quarter's net income of $13.5 million.  Such
results reflect significant pre-opening and development costs,
non-cash charges related to stock compensation and losses from
discontinued operations.

For the first quarter of 2007, revenues were $232.8 million.  The
first quarter's results reflect the benefit of the December 2006
acquisition of the President Riverboat Casino.  For the 2006 first
quarter, revenues were $234.1 million.  The 2006 results included
exceptional first quarter operating results at Boomtown New
Orleans, which benefited from the temporary closure of many
competitors in the New Orleans and Gulf Coast areas following the
major hurricanes of 2005.

The company's balance sheet as of March 31, 2007, had total assets
of $2 billion, total liabilities of $1 billion, and total
stockholders' equity of $965 million.

                            Liquidity

The company had about $441 million in cash, cash equivalents and
restricted cash at March 31, 2007.  Of the company's $1 billion
bank credit facility, about $707 million remained unutilized as of
March 31, 2007.

The company's working capital was $364.1 million at March 31,
2007, versus $75.5 million at Dec. 31, 2006, the increase
primarily attributed to the common stock offering completed in
early 2007.

In January 2007, the company completed the issuance of 11.5
million newly issued shares of common stock, resulting in net
proceeds of about $353 million, $60 million of which was used to
repay the company's revolver facility in February 2007.

As of March 31, 2007, the company's debt consisted of $275 million
of term loans under the credit facility, various letters of credit
totaling about $18.3 million and two issues of senior subordinated
indebtedness: $300 million aggregate principal amount of 8.25%
senior subordinated notes due March 2012 and $135 million
aggregate principal amount of 8.75% senior subordinated notes due
October 2013.

As of March 31, 2007, the company had a $1 billion bank credit
facility, including a $625 million revolving credit facility and a
$375 million term loan facility, which facilities mature in
December of 2010 and 2011, respectively.

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

"Our properties are continuing to perform well and posted solid
overall results in the quarter," said Daniel R. Lee, chairman and
chief executive officer of Pinnacle Entertainment Inc.  "Just as
important, we've made significant progress on our development
pipeline.  Both LumiSre Place and our hotel expansion at L'Auberge
du Lac will be 'topping off' this month.  We continue to work on
the design of our Atlantic City project while preparing the
project site.  In Baton Rouge, we put more than 500 acres of land
under contract and have announced plans for a creative mixed-use
development anchored by a luxurious casino and championship golf
course."

                    About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in the
Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and a
new replacement casino in Neuquen, Argentina in July 2005.

                          *     *     *

Pinnacle Entertainment Inc. carries Moody's Investors Service's B2
Corporate Family Rating.

At the same time, the company carries Standard & Poor's Ratings
Services 'BB-' rating and '1' recovery rating following Pinnacle's
announcement of a $250 million senior secured bank facility add-
on.


PORTRAIT CORP: Waiting Period on CPI Corp.'s Acquisition Expires
----------------------------------------------------------------
The waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 relating to CPI Corp.'s acquisition of
substantially all of the operating assets of Portrait Corporation
of America, Inc., has expired.

Portrait Corp. had filed a motion with the U.S. Bankruptcy Court
for the Southern District of New York seeking approval of the sale
transaction with CPI.  The hearing on that motion is scheduled for
June 4, 2007.

On May 21, 2007, the Official Committee of Unsecured Creditors
appointed in PCA's Chapter 11 case filed a statement with the
Court expressing its support for the sale transaction to CPI.

The transaction is expected to close by the end of June 2007.

                          About CPI Corp.

CPI Corp. (NYSE: CPY) -- http://www.searsphotos.com/-- is a
portrait photography company offering photography services in the
United States, Puerto Rico and Canada through Sears Portrait
Studios.

                       About Portrait Corp.

Portrait Corporation of America Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  The company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


RP JOHNSON: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: R.P. Johnson Sons, Inc.
        aka R.P. Johnson Sons- Wythe Ren-All
        aka R.P. Johnson Sons, Inc.
        aka Wythe Rent-All
        P.O. Box 546
        Wytheville, VA 24382

Bankruptcy Case No.: 07-70828

Type of Business: The Debtor sells golf carts in wholesale,
                  provides electrical equipment repair &
                  maintenance services, sells farm equipment &
                  supplies in retail, and manufactures internal
                  combustion engines.

Chapter 11 Petition Date: May 24, 2007

Court: Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  Copeland & Bieger, P.C.
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711

Total Assets: $1,697,061

Total Debts: $3,173,765

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First Century Bank               value of              $368,100
P.O. Box 1559                    secured value:
Bluefield, WV 24701-1559         $1,442,900

John Deere Credit                                       $25,000
P.O. Box 4450
Carol Stream, IL 60197

Embarq Yellow Pages                                      $2,000
c/o R.H. Donnelley
8400 Innovation Way
Chicago, IL 60682-0084

The Guardian                                               $335

First Century Bank                                           $1


RURAL CELLULAR: Launches $115 Million Senior Sub. Notes Offering
----------------------------------------------------------------
Rural Cellular Corporation it intends to offer $115.5 million
aggregate principal amount of Senior Subordinated Floating Rate
Notes due 2013.

The company said that it plans to use the proceeds of the
offering, together with cash on hand, to redeem all its
$115.5 million, aggregate principal amount of 11-3/8% Senior
Subordinated Debentures due 2010 and to pay accrued and unpaid
interest therein.

The company states that the securities have not been and will not
be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy the securities.

Based in Alexandria, Minnesota, Rural Cellular Corporation
provides wireless telecommunication services to approximately 600
thousand retail subscribers in rural areas of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Moody's Investors Service placed all ratings of Rural Cellular
Corporation's Corporate family rating at B3, $300 million 9.75%
senior subordinate notes due 2010 at Caa2, $175 million senior
subordinate FRN's due 2012 at Caa2 under review for possible
downgrade.


RURAL/METRO CORP: March 31 Balance Sheet Upside-Down by $95.5 Mil.
------------------------------------------------------------------
Rural/Metro Corporation's balance sheet as of March 31, 2007,
showed total assets of $297.9 million, total liabilities of
$390.8 million, minority interest of $2.6 million, and total
stockholders' deficit of $95.5 million.

The company reported a net loss for the third quarter ended
March 31, 2007, of $2.8 million, as compared with a net loss of
$4.1 million for the same prior-year period.  The decrease was
primarily due to higher expenses related to uncompensated care.
Third quarter 2006 results included a loss of $4.6 million from
discontinued operations.

Consolidated net revenue for the third quarter was $116 million,
as compared with $112.5 million for the same period of the prior
year.

Operating income for the third quarter was $4.2 million, compared
to operating income of $9.5 million for the same prior-year
period.  The decrease was primarily related to increases in
uncompensated care.

A full-text copy of the company's third quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2013

                   Results for Nine-Month Period

Consolidated net revenue for the first nine months of fiscal 2007
increased 3.7%, or $12.5 million, to $349.8 million, as compared
with $337.2 million for the same period of the prior year.  Net
income for the nine months was $287,000, as compared with net
income of $2.3 million for the same prior-year period.

Jack Brucker, president and chief executive officer, said, "We
continue to drive solid growth within both of our business lines
by increasing market share through same-service-area expansion
efforts.  Our contract renewal rate remains strong, and we were
pleased to enter into a new contract during the third quarter to
provide exclusive 911 emergency medical transportation services in
Martinsville, Indiana, which is near our large base of operations
in Indianapolis.

"However, the costs of uncompensated care remained a key
challenge," Mr. Brucker continued.  "Our 911 emergency medical
transports were up nearly 14% over the prior year, a portion of
which we believe indicates greater utilization of public systems
by patients who have no other safety net for medical care. We are
working actively to implement initiatives that we believe will
assist in our continued goal to reduce uncompensated care and are
committed to staying ahead of the issue."

As for the company's outlook, Mr. Brucker said, "It is our
expectation that we will begin to see improvement related to these
initiatives by the first quarter of fiscal 2008."

                     Debt Refinancing Update

The company disclosed that it anticipates refinancing all or a
portion of its debt in March 2009, when the costs become
significantly lower to tender for its current 9.875% Senior
Subordinated Notes due in 2015 and 12.75% Senior Discount Notes
due in 2016.

Mr. Brucker said, "As we discussed during our last quarterly
report, we have determined our initial evaluation of up to 24
months for a refinancing transaction remains our best choice.  We
have worked very closely with our financial advisors to consider
all possible deleveraging strategies and have determined that a
near-term, complete refinancing would result in approximately $40
million in penalties. Such a transaction at this time would not
result in the deleveraging that we desire.

"We are also very mindful that a debt refinancing targeting only
our 12-3/4% Senior Discount Notes would require the consent of the
holders of our 9-7/8% Senior Subordinated Notes due to their
seniority.  At this time, obtaining that consent would negatively
affect the economic profile of such a transaction."

                        Uncompensated Care

For the three months ended March 31, 2007, uncompensated care as a
percentage of gross revenue was 15.2%, or $31.3 million, compared
to 13.7%, or $25.6 million for the same period of the prior year.
For the nine months ended March 31, 2007, uncompensated care as a
percentage of gross revenue was 14.6%, or $86.4 million, compared
to 13.2%, or $71.8 million for the same prior-year period.

"The largest portion of our uncompensated care on a year-to-date
basis, 57%, relates to write-offs that are generated from self-pay
accounts," Mr. Brucker explained.  "Denials based on non-covered
services under certain commercial insurance plans represent 20%,
denied claims based on retrospective reviews of medical necessity
established by each payer comprise 15%, and unpaid co-pay and
deductible amounts for Medicare and commercially insured patients
make up 8% of total uncompensated care."

                      About Rural/Metro Corp.

Headquartered in Scottsdale, Arizona, Rural/Metro Corp. --
http://www.ruralmetro.com/-- provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 23 states and about 400 communities throughout the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service placed a Caa1 rating to Rural/Metro
Corp.'s $93.5 million, 12.75% senior discount notes, due 2016, and
assigned a B2 Corporate Family Rating.


SALOMON HOME: S&P Lowers Ratings on Two Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-2 and M-3 from Salomon Home Equity Loan Trust Series 2002-WMC2.
Both ratings remain on CreditWatch, where they were
placed with negative implications on Feb. 22, 2007.  In addition,
S&P lowered its rating on the class B-2 certificates from Salomon
Brothers Mortgage Securities VII Inc.'s 1998-AQ1 to 'BB' from
'BBB-'.  The rating remains on CreditWatch, where it was placed
with negative implications Nov. 21, 2006.  Concurrently, S&P
placed its 'BBB' rating on the class MV-4 certificates from
Salomon Home Equity Loan Trust Series 2001-1 on CreditWatch
negative.  Lastly, S&P affirmed its ratings on the remaining
classes from these transactions.

S&P lowered its ratings on the classes from series 2001-1 and
2002-WMC2 and placed them on CreditWatch because of monthly
realized losses that have continued to exceed monthly excess
interest.  The failure of excess interest to cover monthly losses
has resulted in a continuing erosion of overcollateralization.
During the past six remittance periods, average monthly losses
have outpaced excess interest by approximately 3.75x for series
2001-1 (loan group 2) and 2.00x for series 2002-WMC2.  As of the
April 2007 distribution date, the transactions have paid down to
less than 14% of their original issuance amounts.  Severely
delinquent loans (90-plus days, foreclosures, and REOs) were
13.93% for series 2001-1 (loan group 2) and 24.17% for series
2002-WMC2.  Cumulative realized losses were 7.10% for series
2001-1 (loan group 2) and 2.27% for series 2002-WMC2.

S&P lowered the rating on class B-2 from Salomon Brothers Mortgage
Securities VII Inc.'s series 1998-AQ1 and placed it on CreditWatch
because the current and projected credit support percentages are
insufficient to maintain the previous rating.  As of the April
2007 distribution date, credit support for the B-2 certificate was
3.85%, below the original credit enhancement level of 4.75%.  The
transaction has paid down to less than 4% of its original issuance
amount.  Severely delinquent loans represent 5.04% of the current
pool balance, while cumulative realized losses represent 3.77% of
the original pool balance.

Standard & Poor's will continue to monitor the performance of
these transactions.  If delinquencies continue to translate into
realized losses, S&P will likely take further negative ration
actions on the affected classes.  Conversely, if delinquencies are
cured or liquidated at a low loss severity, S&P will affirm the
ratings and remove them from CreditWatch.

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

The collateral from these transactions consists of 30-year, fixed-
and/or adjustable-rate, mortgage loans secured by first liens on
residential properties.


            Ratings Lowered And Remaining On Creditwatch

                   Salomon Home Equity Loan Trust

                                        Rating
                                        ------
            Series      Class     To               From
            ------      -----     --               -----
            2002-WMC2   M-2       BB+/Watch Neg    A/Watch Neg
            2002-WMC2   M-3       BB/Watch Neg     BBB/Watch Neg


           Salomon Brothers Mortgage Securities VII Inc.

                                        Rating
                                        ------
           Series      Class     To               From
           ------      -----     --               ----
           1998-AQ1    B-2       BB/Watch Neg     BBB-/Watch Neg


               Rating Placed On Creditwatch Negative

                  Salomon Home Equity Loan Trust

                                      Rating
                                      ------
             Series   Class     To               From
             ------   ------    --               ----
             2001-1   MV-4      BBB/Watch Neg    BBB


                           Ratings Affirmed

                    Salomon Home Equity Loan Trust

                      Series     Class   Rating
                      ------     ------  ------
                      2001-1     AF-3    AAA
                      2001-1     MV-1    AA+
                      2001-1     MF-1    AA
                      2001-1     MV-2    A
                      2001-1     MV-3    A-
                      2001-1     MF-2    BBB
                      2002-WMC2  M-1     AAA


           Salomon Brothers Mortgage Securities VII Inc.

           Series    Class                       Rating
           ------    -----                       ------
           1998-AQ1  A-5, A-6, A-7, XS-N, XS-T   AAA
           1998-AQ1  B-1                         AA


SHUMATE INDUSTRIES: Posts $909,175 Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Shumate Industries, Inc. reported a net loss of $909,175 on
revenues of $2,448,488 for the first quarter ended March 31, 2007,
compared with net income of $1,276,192 on revenues of $1,574,977
for the same period ended March 31, 2006.

The net income for the first quarter ended March 31, 2006,
included $2,000,000 in debt forgiveness income as a result of an
amendment to the loan agreement with Stillwater National Bank.

The company generated a gross profit of $832 thousand, with a
gross profit margin of 34.0%, for the three months ended March 31,
2007, as compared to approximately $228 thousand for the same
period last year.

The company incurred an operating loss of $755 thousand for the
three months ended March 31, 2007, an increase of approximately
$267 thousand as compared to an operating loss of approximately
$487 thousand for the three months ended March 31, 2006.

Within the consolidated operating loss, the company incurred
general corporate overhead expenses of approximately $542 thousand
for the three months ended March 31, 2007.  These general overhead
expenses included approximately $166 thousand expense from non-
cash stock and option awards associated with FASB 123R as well as
increases in legal, audit and accounting, and other professional
fees including Sarbanes-Oxley 404 consulting costs.

Matthew Flemming, Shumate's chief financial officer commented,
"Operating income in Shumate Machine was offset by an increase in
scale-up and research and development expenditures in HVC as well
as our corporate overhead expenses as we work to exploit our
proprietary technology.  While corporate partnering and business
development milestones anticipated this year should give strong
visibility of our Hemiwedge(R) technology, the company is also
focused on increasing sales of its current products to offset R&D
costs and significantly improve our future results."

Larry Shumate, the company's chairman and chief executive officer
stated, "We are pleased with the results of our legacy business,
Shumate Machine Works, and its contribution to the company.  We
are also excited about the positive momentum with our new
Hemiwedge(R) technology and believe we are going to have a great
year from cartridge valve sales, anticipated sub sea licensing
deals and conclusion of the development of the down hole valves
used in drilling applications to be commercialized in early 2008.
We anticipate that the visibility that our technology demonstrates
this year in the marketplace will open up other additional
business development activities."

At March 31, 2007, the company's balance sheet showed $5,519,345
in total assets, $5,407,733 in total liabilities, and $111,612 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?201a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2007,
Malone & Bailey PC expressed substantial doubt about Shumate
Industries Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses and accumulated deficit.

                     About Shumate Industries

Headquartered in Conroe, Texas, Shumate Industries Inc.
(OTCBB: SHMT) -- http://www.shumateinc.com/ -- is a Texas-based,
energy field services company that incorporates new technologies
to bring products to market leveraging its existing
infrastructure, expertise and customer channels.  The company
operates through two wholly owned subsidiaries, Shumate Machine
Works, a contract machining and manufacturing division, and
Hemiwedge Valve Corporation, a division formed to launch a
proprietary new technology in a valve product line targeting flow
control, sub-sea, down-hole and tar sands applications.


SPECTRUM BRANDS: Names Kent Hussey as Chief Executive Officer
-------------------------------------------------------------
Kent Hussey has been appointed Chief Executive Officer of Spectrum
Brands, Inc.  David Jones will step down as CEO but will continue
to serve as non-executive Chairman of the Board of Directors until
the end of fiscal year 2007 to assist in the management
transition.  Mr. Jones, 57, has served as CEO and Chairman since
September 1996.  Mr. Hussey, 61, most recently Vice Chairman and
director, has previously served in the positions of President,
Chief Operating Officer, and Chief Financial Officer.

"Dave Jones has played a vital role in transforming Rayovac from a
$400 million domestic consumer battery company to the $2.5 billion
diversified global consumer products company that Spectrum Brands
is today, Thomas Shepherd, Lead Director, said.  "The Board
respects Dave's decision to step down and appreciates his
willingness to stay on through the transition period.  We wish him
success in his future endeavors."

"I am extremely proud of all that Spectrum Brands has accomplished
and, after managing the Company through recent challenging times,
am comfortable leaving knowing that Spectrum Brands is well
positioned for future growth and profitability," Mr. Jones said.
"Kent is the ideal successor to lead Spectrum in the next phase of
its evolution.  He has worked alongside me in the management of
the Company for more than 10 years and has been instrumental in
guiding Spectrum's strategic, financial and operational
initiatives as well as its M&A strategy.  I am confident that
Kent, and the rest of our executive team, will continue to execute
on strategy and leverage Spectrum's portfolio of strong brands and
global platform to build value for shareholders."

"The many initiatives implemented over the past 18 months to
revitalize our sales and improve profitability are beginning to
show in our ongoing financial results; our recently announced
second quarter performance gives me confidence we have turned the
corner," Mr. Hussey said.  "The corporate restructuring announced
in January is on track and our second quarter results demonstrate
that our business units are performing well under strong
operational leadership teams.  I have a long term commitment to
Spectrum and will be fully focused on executing our strategy of
improving operational performance while pursuing asset sales to
reduce our leverage and interest burden."

Mr. Hussey, who has over 37 years of management experience in the
manufacturing and consumer products industries, has been a
managing executive and director of Spectrum since 1996.

Since January 2007, he has served as Vice Chairman, responsible
for spearheading the strategic direction of the company and for
corporate business development.  He joined the company as
Executive Vice President of Finance and Administration and Chief
Financial Officer in October 1996, and served as President and
Chief Operating Officer from April 1998 to January 2007.

From 1994 to 1996, Mr. Hussey was Vice President and Chief
Financial Officer of ECC International, a producer of industrial
minerals and specialty chemicals.  From 1991 to 1994, he served as
Vice President of Finance and Chief Financial Officer of The
Regina Company.

Previously he held financial management positions at The Conair
Group, Astechnologies, Inc. and United Technologies Corporation.
Mr. Hussey currently serves as a director of American Woodmark
Corporation and various privately-held companies.

                      About Spectrum Brands

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

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Fitch Ratings affirmed its ratings on Spectrum Brands, Inc.,
including, Issuer default rating 'CCC'; $1.6 billion 6-year Credit
Agreement 'B/RR1'; $700 million 7 3/8% Senior Subordinated Note
due 2015 'CCC-/RR5'; and $350 million 11.25% Variable Rate Toggle
Interest pay-in-kind Senior Subordinated Note due 2013 'CCC-/RR5'.
The Credit Agreement and Variable Rate Toggle Interest Note have
relatively the same terms and conditions and are rated the same as
the facilities being replaced.  The Outlook remains Negative.


SPEEDWAY MOTORSPORTS: S&P Lifts Corporate Credit to BB+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Speedway
Motorsports Inc., including its corporate credit rating, to 'BB+'
from 'BB'.  At the same time, S&P raised the bank loan rating on
the company's amended revolving credit facility to 'BBB-' from
'BB', one notch higher than the corporate credit rating on
Speedway, and assigned it a recovery rating of '1'.  A recovery
rating of '1' indicates the expectation for full (100%) recovery
in the event of a payment default.  The amendment increased the
size of the revolving credit agreement to $400 million from
$250 million, and extended the maturity date to 2010 from 2008.
The rating outlook is stable.


ST. MARY: Plans to Register Issuance of $288 Million Senior Notes
-----------------------------------------------------------------
St. Mary Land & Exploration Company intends to file a registration
statement with the Securities and Exchange Commission to register
under the Securities Act of 1933 its issued $287.5 million
principal amount of 3.50% Senior Convertible Notes due 2027 and
shares of St. Mary common stock which may become issuable upon
conversion of the Notes, for resale by selling securityholders
specified in the registration statement.

The Notes were originally issued on April 4, 2007 in a private
placement.  St. Mary expects to file the registration statement on
or about June 15, 2007.  St. Mary will not receive any proceeds
from the sale of the Notes or the common stock by selling
securityholders.  The registration of the Notes and conversion
shares will be in accordance to the registration rights agreement
requirements, entered into among the company and the initial
purchasers of the Notes at the time the Notes were issued.

The company expects that the registration statement will become
effective upon filing with the SEC.  In accordance with the
registration rights agreement, in order for a holder of the Notes
to be included in the registration statement at the time of
effectiveness, such holders must furnish to the company certain
information required by the registration rights agreement no later
than five business days before the filing of the registration
statement.

                 About St. Mary Land & Exploration

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE: SM) -- http://www.stmaryland.com-- is engaged in the
exploration, exploitation, development, acquisition, and
production of natural gas and crude oil in five core areas in the
United States.  The company invests in oil and gas producing
assets that provide a superior return on equity while preserving
underlying capital, resulting in a return on equity to
stockholders that reflects capital appreciation as well as the
payment of cash dividends.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to oil and gas exploration and production company
St. Mary Land & Exploration Co.  The outlook is stable.


STRUCTURED ADJUSTABLE: S&P Junks Rating on Class M7 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M7 residential mortgage-backed certificates from Structured
Adjustable Rate Mortgage Loan Trust Series 2005-10 to 'CCC' from
'BB' and removed it from CreditWatch, where it was placed with
negative implications on April 20, 2007.  Concurrently, S&P
lowered its rating on the class M6 certificates from the same
transaction to 'BB' from 'BBB' and placed it on CreditWatch with
negative implications.  Additionally, S&P placed its 'BBB' rating
on the class M5 certificates on CreditWatch negative and affirmed
our ratings on all other classes from this transaction.

The downgrades and the negative CreditWatch placements reflect the
negative pool performance that has considerably lowered actual and
projected credit support for the affected classes.  Last month
this transaction took a loss of $1,959,556, reducing its
overcollateralization to 0.42% of its current pool principal
balance, well below its target of 1.4% of the current pool
balance.  The delinquency pipeline remains robust, as severe
delinquencies (90-plus-days, foreclosure, and REO) are at
approximately 5.84% of the outstanding pool balance.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If delinquencies decline and no additional
significant losses are incurred, S&P will affirm the ratings and
remove them from CreditWatch.  Conversely, if this transaction
incurs additional losses that are significant and the
delinquencies remain high, S&P will take further negative rating
actions.

Credit support for this transaction is provided by subordination,
excess interest, and overcollateralization.  The underlying
collateral backing the certificates consists of both fixed- and
adjustable-rate first-lien mortgage loans that are secured by one-
to four-family residential properties.


                          Rating Lowered

   Structured Adjustable Rate Mortgage Loan Trust Series 2005-10
              Residential mortgage-backed certificates

                                    Rating
                                    ------
               Class      To                    From
               -----      --                    ----
                M7        CCC                   BB/Watch Neg


         Rating Lowered and Placed on Creditwatch Negative

   Structured Adjustable Rate Mortgage Loan Trust Series 2005-10
              Residential mortgage-backed certificates

                                    Rating
                                    ------
               Class      To                    From
               -----      --                    ----
               M6         BB/Watch Neg          BBB


               Rating Placed On Creditwatch Negative

  Structured Adjustable Rate Mortgage Loan Trust Series 2005-10
              Residential mortgage-backed certificates

                                  Rating
                                  ------
              Class      To                    From
              -----      --                    -----
               M5        BBB/Watch Neg         BBB


                        Ratings Affirmed

  Structured Adjustable Rate Mortgage Loan Trust Series 2005-10
             Residential mortgage-backed certificates

             Class                            Rating
             -----                            ------
             A-IO, A1, A2                     AAA
             M1, M2                           AA
             M3, M4                           A


STRUCTURED ASSET: Monthly Losses Cue S&P to Cut Ratings to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B and M6 from Structured Asset Securities Corp. Mortgage Loan
Trust's series 2005-GEL3 and the class B certificates from
series 2004-GEL3 from the same issuer.  At the same time, S&P
removed the rating on class B from series 2005-GEL3 from
CreditWatch negative because the rating was lowered to 'CCC'.
According to Standard & Poor's surveillance practices, ratings
lower than 'B-' on classes of certificates or notes from RMBS
transactions are not eligible to be on CreditWatch negative.  In
addition, S&P placed the other two lowered ratings on CreditWatch
negative. Concurrently, S&P affirmed the remaining ratings from
these transactions.

The lowered ratings and CreditWatch placements reflect monthly
realized losses that have outpaced monthly excess spread.  During
the past three remittance periods, realized losses have outpaced
excess interest by approximately 4.39x for series 2004-GEL3 and by
approximately 3.66x for series 2005-GEL3.  The failure of excess
spread to cover monthly losses has caused overcollateralization
deficiencies of approximately 65% for series 2004-GEL3 and 77% for
series 2005-GEL3.  As of the April 2007 distribution date, serious
delinquencies (90-plus-days, foreclosures, and REOs) were 9.80%
for series 2004-GEL3 and 17.58% for series 2005-GEL3.  Cumulative
realized losses were 1.71% for series 2004-GEL3 and 1.52% for
series 2005-GEL3.

Standard & Poor's will continue to monitor the performance of
these transactions.  If delinquencies continue to translate into
realized losses that outpace excess interest, S&P will likely take
further negative rating actions.  Conversely, if excess interest
is sufficient to cover monthly losses and overcollateralization
rebuilds toward its target balances, S&P will affirm the ratings
and remove them from CreditWatch.

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

The pools were initially composed of fixed- and adjustable-rate
mortgage loans.  The mortgage loans are secured mostly by first
liens on one- to four-family residential properties.  A small
percentage of the mortgage pools are composed of mortgage loans
that are secured by second liens.


        Ratings Lowered and Placed on Creditwatch Negative

      Structured Asset Securities Corp. Mortgage Loan Trust

                                        Rating
                                        ------
           Series        Class   To               From
           ------        -----   --               ----
           2004-GEL3     B       BB/Watch Neg     BBB
           2005-GEL3     M6      BB/Watch Neg     BBB-


       Rating Lowered and Removed from Creditwatch Negative

       Structured Asset Securities Corp. Mortgage Loan Trust

                                        Rating
                                        ------
           Series        Class   To               From
           ------        -----   --               ----
           2005-GEL3       B     CCC              B/Watch Neg


                          Ratings Affirmed

       Structured Asset Securities Corp. Mortgage Loan Trust

                     Series     Class    Rating
                     ------     -----    -------
                     2004-GEL3  A        AAA
                     2004-GEL3  M1       AA
                     2004-GEL3  M2       A
                     2005-GEL3  A, M1    AAA
                     2005-GEL3  M2       AA+
                     2005-GEL3  M3       A+
                     2005-GEL3  M4       A-
                     2005-GEL3  M5       BBB+


SUPRESTA LLC: Modest Sales Cue S&P to Lift Ratings to B+ from B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its bank loan ratings on
Supresta LLC to 'B+' from 'B' and revised the recovery
ratings to '1' from '4'.  The new ratings indicate our expectation
that the senior secured creditors would receive full recovery of
principal in a payment default.

The upgrade was prompted in part by a reassessment of how the
unpledged value of foreign subsidiaries would benefit the credit
facilities.  A pay down of a portion of the term loan -- to $121
million as of March 31, 2007, from $140 million initially -- using
discretionary cash flows also contributed to the ratings
improvements.  (For the complete recovery analysis, see the

The 'B' corporate credit rating and stable outlook on Supresta
remain unchanged.

"The ratings on Supresta reflect a modest sales base, a relatively
narrow product line, vulnerability of earnings to raw material
costs, very competitive conditions in the engineering resins'
Asia-Pacific market, and aggressive debt leverage measures," said
Standard & Poor's credit analyst Wesley E. Chinn.


Ratings List
Supresta LLC
Corporate credit rating          B/Stable/--

Revised Ratings                   To           From
                                  --           ----
Revolving credit facility        B+           B
  Recovery rating                 1            4
Term loan                        B+           B
  Recovery rating                 1            4


UNITY WIRELESS: Post $2,555,307 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Unity Wireless Corporation reported a net loss of $2,555,307 on
sales of $2,171,795 for the first quarter ended March 31, 2007,
compared with a net loss of $2,574,805 on sales of $1,141,630 for
the same period ended March 31, 2006.

The net loss for the quarter ended March 31, 2007, includes
$112,500 in share compensation expenses related to the Celletra
Ltd. acquisition on Aug. 17, 2006.

Results for the quarter ended March 31, 2006, included accretion
of interest and loss on debt settlement of $1,615,965 for the
three-month period ended March 31, 2006, related to the
modification of the terms of the debentures which were issued in
August 2004 and February 2005.  No modification of debentures or
warrants was made for the three-month period ended March 31, 2007.

Gross margin increased to $639,556 or 29.45% of sales for the
quarter ended March 31, 2007, compared to a gross margin of
$260,334 or 22.80% of sales for the same period last year.

The increase in gross margin is largely attributed to the increase
in sales, efficiencies and cost savings with the centralization of
manufacturing and procurement largely with one outsourced
manufacturer, and efficiencies and cost savings with the
centralization of the final testing of products in the company's
China facility where the company has also been able to benefit
from lower payroll costs.

Research and development expenses for the three-month period ended
March 31, 2007 were $743,725, an increase of $347,841 or 87.86%,
from $395,884 for the three-month period ended March 31, 2006.
This increase was primarily the result of supporting additional
product opportunities related to the acquired companies.

With the additional two new major product lines, and entering into
new major markets such as India, Russia, and South East Asia,
through the 2006 acquisition processes, sales and marketing
expenses for the three-month period ended March 31, 2007 increased
$361,458 to $519,756, an increase of $361,458, or 228.34%, from
$158,298 for the three-month period ended March 31, 2006.

Depreciation and amortization expenses for the three-month period
ended March 31, 2007 were $868,686, an increase of $805,071, from
$63,615 for the three-month period ended March 31, 2006.  This
increase was primarily due to $738,910 in amortization of
intangible assets relating to the acquired companies in 2006.

Interest expense for the three-month period ended March 31, 2007,
increased by $151,638 to $236,898 from $85,260 for the three-month
period ended March 31, 2006.  This increase was primarily the
result of the increase in interest expense from the issue of
convertible debentures in February of 2006 and December of 2006.

At March 31, 2007, the company's balance sheet showed $22,750,325
in total assets, $19,019,085 in total liabilities, and $3,731,240
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $6,540,791 in total current assets
available to pay $13,267,834 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?201e

                       Going Concern Doubt

KPMG LLP, in Vancouver, Canada, expressed substantial doubt about
Unity Wireless Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations.

                       About Unity Wireless

Headquartered in Burnaby, British Columbia, Canada, Unity Wireless
Corp. (OTC BB: UTYW.OB) -- http://unitywireless.com/-- is a
developer of key network components for wireless carriers and OEM
sub-components for network infrastructure manufacturers.


UNIVERSITY HEIGHTS: Ct. Extends Plan-Filing Period Until July 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
extended University Heights Association Inc.'s exclusive periods
to:

   a) file a plan and disclosure statement until July 30, 2007,
      and

   b) solicit acceptances of that plan until Sept. 6, 2007.

The Debtor's exclusive period to file a chapter 11 plan expired on
March 30, 2007.

The Debtor told the Court that at a Feb. 9, 2007 hearing, the
Court denied Silverman Foundation's motion for a stay pending
appeal of a sale order, which granted requests by the Debtor to
assume leases and convey real property and to open the record.  In
the interest of attempting a settlement, the Debtor agreed not to
convey these properties.

The Debtor relates that all its efforts are directed to work out
its dispute with the Silverman Foundation, since a plan of
reorganization will not be possible if the issue of convey
property will not be resolved.

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Judge Littlefield dismissed the Debtor's chapter
11 case due to bad faith filing.  On Oct. 12, 2006, the Debtor
filed a chapter 22 petition (Bankr. N.D.N.Y. Case No. 06-12672).
Francis J. Smith, Esq., at McNamee, Lochner, Titus & Williams, PC,
represents the Debtor in its second chapter 11 bankruptcy
proceeding.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's chapter 11 case.  When the Debtor filed
its second bankruptcy,  it estimated assets and liabilities
between $10 million and $50 million.


USG CORP: To Close Wallboard Units For Two High-Tech Plants
-----------------------------------------------------------
USG Corporation reported that it will cease operations in its
wallboard manufacturing units in the next year or two as it opens
two high-technology plants to create efficiency in a market,
according to BusinessWeek.

USG declined to identify which units will be closed other than a
62-year-old plant in Norfolk, Virginia, where a new plant will
open 10 feet away the summer, BusinessWeek reports.  A second
plant will open in 2008 in Washingtonville, Pennsylvania.

BusinessWeek says the new plants run at twice the capacity -- 600
feet per minute  -- as old ones.

BusinessWeek reports that in the last 11 months, USG has shut
down:

   i. 2,100,000,000 feet of wallboard capacity by cutting the
      hours plants run; and

  ii. 400,000,000 feet by shuttering two lines and laying off
      400 hourly workers in Jacksonville, Florida, and Santa Fe
      Springs, California.

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--  
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 133; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


USG CORP: To Exchange $500,000,000 Of 6.30% Senior Notes
--------------------------------------------------------
USG Corporation delivered to the Securities and Exchange
Commission a prospectus in connection with its offer to exchange
$500,000,000 in aggregate principal amount of 6.30% Senior Notes
due 2016, which have been registered under the Securities Act of
1933, for $500,000,000 in outstanding unregistered 6.30% Senior
Notes issued and sold in a private offering on Nov. 17, 2006.

William C. Foote, USG's chairman and chief executive officer,
said that the terms of the Exchange Notes to be issued are
substantially identical to the terms of the Outstanding Notes,
except that transfer restrictions and registration rights
relating to the Outstanding Notes will not apply to the Exchange
Notes.

USG will pay interest on the Exchange Notes on May 15 and
November 15 of each year, beginning on Nov. 15, 2007.

The Exchange Notes will be USG's senior unsecured debt and will
rank equally with all of the company's existing and future senior
unsecured debt, Mr. Foote said.

USG does not intend to list the Exchange Notes on any securities
exchange or any automated quotation system, and no active market
for the exchange notes is anticipated.

The Exchange Offer is subject to certain customary conditions,
which USG may waive, Mr. Foote added.  The transaction is not
conditioned upon any minimum principal amount of outstanding
notes being tendered for exchange.

USG currently expects that each of the conditions will be
satisfied and that no waiver of any condition will be necessary.

Moreover, USG disclosed that it will not receive any cash
proceeds from the Exchange Offer.

The Exchange Offer will expire at 5:00 p.m., New York City time,
on June 4, 2007, unless extended by USG.

Wells Fargo Bank, N.A., acts as the agent for the Exchange Offer.

A full-text copy of the Prospectus, dated May 7, 2007, is
available at no charge at:

             http://ResearchArchives.com/t/s?2011

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--  
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.  Lewis
Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes, Esq.,
represent the Official Committee of Unsecured Creditors.  Elihu
Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin &
Drysdale, Chartered, represent the Official Committee of Asbestos
Personal Injury Claimants.  Martin J. Bienenstock, Esq., Judy G.
Z. Liu, Esq., Ralph I. Miller, Esq., and David A. Hickerson, Esq.,
at Weil Gotshal & Manges LLP represent the Statutory Committee of
Equity Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 133; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VIANT HOLDINGS: Moody's Places Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Viant
Holdings, Inc. including a B2 Corporate Family Rating, with a
stable outlook.

Viant, formerly a wholly owned subsidiary of Concentra (B1
Corporate Family Rating) operates the group health business that
was formerly part of Concentra's managed care division.

The B2 corporate family rating reflects the company's small size,
high leverage, modest interest coverage, and minimal amount of
cash flow relative to outstanding debt.  Moody's is also concerned
with the high level of customer concentration risk as the top ten
customers account for over 50% of the company's revenues.  Moody's
does note that this risk is partially mitigated by lower customer
turnover, long term customer relationships, a broader array of
products and services, and high customer switching costs,
including Electronic Data Interface links.  The company also
benefits from its ability to use its expertise and technology to
lower medical costs and reduce administrative expenses for its
clients.

Despite its smaller size, Moody's anticipates that the company
will be able to generate at least $20 million of operating cash
flow due to high profit margins and little incremental investment
in working capital.  Based on minimal capital spending required to
maintain the business, Moody's believes that a majority of the
company's cash flow can be utilized to reduce outstanding debt and
improve the company's credit metrics.

The stable outlook incorporates Moody's assumptions that revenue
will grow modestly and that the company will maintain stable
EBITDA margins above 30% of revenues, translating into annual
EBITDA of at least $70 million.  Due to continued growth in EBITDA
as well as the use of free cash flow to reduce outstanding debt,
Moody's estimates that Viant's Debt/EBITDA will fall from the
current range of 6.7 to 7.0 times in 2007 to a range of 5.4 to 5.7
times in 2009.

Moody's also expects that the company will make only minor
acquisitions to improve the breadth and depth of its network,
product offerings, and customer base.  However, Moody's does not
believe that the company would pursue a 100% debt-financed
acquisition that would prevent any improvement in its credit
metrics.

Moody's assigned these ratings:

   -- Corporate Family Rating - B2;
   -- Probability of Default Rating - B2;
   -- $50 million Senior Secured Revolver - Ba3 (LGD2, 29%);
   -- $275 million Senior Secured Term Loan B - Ba3 (LGD2, 29%);
   -- $185 million Senior Subordinated Exchange Notes - Caa1
      (LGD5, 84%).

The rating outlook is stable.

Viant is a leading national provider of outsourced cost management
services to the managed care industry.  Viant offers a broad array
of services that are designed to decrease medical and
administrative costs for its customers.  Founded in 1990, Viant's
business currently serves over 475 customers comprised of large
national and regional managed care companies, third party
administrators, Taft-Hartley sponsored plans and government
agencies including the Centers for Medicare and Medicaid Services.
In 2006, Viant processed approximately 16 million medical bills
totaling over $34 billion in billed charges and achieved gross
customer savings of over $15 billion.


VIANT HOLDINGS: S&P Rates Proposed $325MM Sr. Bank Facilities at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to service company Viant Holdings Inc.  The rating
outlook is stable.

At the same time, S&P assigned its bank loan and recovery ratings
to Naperville, Illinois-based Viant's proposed $325 million senior
secured bank facilities, consisting of a $50 million revolving
credit facility due 2013 and a $275 million term loan due 2014.
The facilities are rated 'B' with a recovery rating of '3',
indicating the expectation for meaningful recovery of principal in
the event of a payment default.

Standard & Poor's also assigned its 'CCC+' rating to Viant's
$185 million senior subordinated exchange debt.  The company will
use the proceeds from the term loans and subordinated notes to
finance its spin-off and recapitalization from Concentra Inc.
(B+/WatchNeg).  Pro forma debt outstanding for Viant will be
$460 million.

"The speculative-grade ratings on Viant reflect its lack of a
track record as an independent company, narrow scope of services
in a competitive industry, relatively concentrated customer base,
and high debt burden," explained Standard & Poor's credit analyst
David Peknay.  "Viant's two largest customers account for more
than one-third of its revenues."

The company is subject to pricing risk as evidenced by price
concessions that caused revenue declines.  Although the company
has not lost a key customer for several years, it is subject to
the loss of customers that may decide to in-source services.

The recapitalization transaction will result in lease-adjusted
debt to EBITDA of more than 6.5x in 2007.  S&P expect funds from
operations to lease adjusted debt of only about 6% in 2007, and of
less than 10% for several years.  S&P believe the company could
generate free cash flow of $10 million-$15 million per year,
assuming no unexpected customer losses or pricing problems.
With modest expectations for revenue growth from new contracts,
leverage could fall below 6x by 2009, a measure consistent with
the rating category.


VIEWCAST CORP: March 31 Balance Sheet Upside-Down by $318,310
-------------------------------------------------------------
ViewCast Corporation listed total assets of $7,103,363, total
liabilities of $7,421,673, and total stockholders' deficit of
$318,310 as of March 31, 2007.

The company also had strained liquidity with total current assets
of $6,250,466 and total current liabilities of $2,224,675 as of
March 31, 2007.

The company's net sales increased 21% in the first quarter 2007
compared to the first quarter 2006.  Net sales for the first
quarter of 2007 were $3.5 million, as compared with $2.9 million
in the first quarter of 2006.  The increase in net sales was due
to higher system revenue supplemented by a modest increase in
capture card revenue.

The company also reported net income of $254,640 during the first
quarter.  Driving the first quarter's positive financial results
was a 58% increase in revenue from the Niagara(R) product line.
Net income in the first quarter 2007, was a positive swing of
$1.1 million, as compared with a net loss of $860,573 in the first
quarter of 2006.  Increased product sales, higher gross profit,
decreased operating expenses, and lower interest rates on
stockholder debt all helped ViewCast generate positive financial
results during the first quarter 2007.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1ff7

"As the market for Niagara(R) streaming encoding systems and
Osprey(R) Video capture cards continues to grow, sales are
accelerating at a brisk pace," said Dave Stoner, president and
chief operating officer of ViewCast Corporation.  "During the
first quarter 2007, total sales increased 21% compared to the
first quarter of 2006.  Our Osprey product revenue was
particularly strong from the Pacific Rim region during the
quarter.  Niagara systems sales are growing in part due to
increased demand from value added resellers and OEM customers.
Overall, product sales are strong, and we expect this trend to
continue."

                          About ViewCast

ViewCast.com Inc., doing business as ViewCast Corporation, (OTC
BB: VCST.OB) -- http://www.viewcast.com/-- develops and sells
video and audio communications products for delivering media
dynamically via a variety of network types and protocols.  These
products include Osprey(R) Video capture cards and Niagara(R)
video encoders/servers, featuring Niagara SCX encoder management
software and other related products.  Organizations increasingly
utilize high-quality, dynamic video and audio to quickly and
easily connect with customers, employees, partners or students.
ViewCast's products create, manage and deliver live and on-demand
digital media in various formats to multiple wired or wireless
connected devices.


VILLAGEEDOCS INC: Posts $502,762 Net Loss in Qtr Ended March 31
---------------------------------------------------------------
VillageEDOCS Inc. reported a net loss of $502,762 on net sales of
$3,820,210 for the first quarter ended March 31, 2007, compared
with a net loss of $273,389 on net sales of $2,067,839 for the
same period a year ago.

The most significant factor in the increase in consolidated
revenue during the first quarter of 2007 was the consolidation of
the revenue of GSI on May 1, 2006.  GSI contributed $1,418,874 in
revenue during the quarter ended March 31, 2007.

Gross profit for the three months ended March 31, 2007, increased
76% to $2,406,233 as compared to $1,363,727 for the 2006 quarter.

Operating expenses for the three months ended March 31, 2007,
increased 79% to $2,883,967 from the $1,610,400 reported in the
2006 quarter.  Of the total increase of $1,273,567, $32,364 and
$485,491 are attributable to increases in operating expenses of
corporate and MVI, respectively, as offset by decreases of
$199,230 and $88,929 from TBS, and Resolutions, respectively.  In
addition, GSI incurred $1,043,871 of operating expenses during the
2007 quarter.

As a result of the foregoing, the company reported an operating
loss for the three months ended March 31, 2007 of $477,734,
compared to an operating loss of $246,673 for the three months
ended March 31, 2006.

At March 31, 2007, the company's balance sheet showed $15,155,266
in total assets, $5,439,845 in total liabilities, and $9,715,421
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,081,958 in total current assets
available to pay $5,304,845 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?1ff9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
KMJ Corbin & Company LLP expressed substantial doubt about
VillageEDOCS Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and a working capital deficit of
$3.1 million.

                        About VillageEDOCS

VillageEDOCS Inc. (OTC BB: VEDO) -- http://www.villageedocs.com/
-- through its MessageVision subsidiary, provides comprehensive
business-to-business business information delivery services and
products for organizations with mission-critical needs, including
major corporations, government agencies and non-profit
organizations.  Through its Tailored Business Systems subsidiary,
the company provides accounting and billing solutions for county
and local governments.  Through its Resolutions subsidiary,
VillageEDOCS provides products for document management, document
imaging, electronic forms, document archiving, and e-mail
archiving.  Through its GoSolutions subsidiary, VillageEDOCS
provides enhanced voice and data delivery services.


VISIPHOR CORP: Completes Private Placement of 8% Secured Debenture
------------------------------------------------------------------
Visiphor Corporation completed a private placement with Quorum
Secured Equity Trust of an 8% convertible secured debenture in
the principal amount of CDN$100,000 maturing on Dec. 15, 2009,
convertible, subject to certain adjustments, at the price of
CDN$0.25 per common share.

The company said that the proceeds of the debenture will be used
to provide general working capital to finance the expansion of the
Company's business.

Also on May 16, 2007, the company said that it issued an amended
and restated warrant certificate to Quorum, which amends an
original performance warrant to purchase up to 2,350,000 common
shares of the company at a price of CDN$0.30 per common share,
originally issued to Quorum on July 14, 2006, to permit Quorum to
purchase up to 2,350,000 common shares of the Company at a reduced
price of Cdn$0.25 per common share.

Also in connection with the issuance of the CDN$100,000 debenture,
Roy Trivett, President, Chief Executive Officer and a director
of the company, and Keith Kretschmer, a director of the company,
have agreed to amend their agreements to postpone and subordinate
outstanding bridge loans to the company in the amounts of
CDN$85,000 and $400,000, respectively, to be subordinated to the
Cdn$100,000 debenture held by Quorum, in addition to the debenture
and warrant issued to Quorum in July 2006.

A full-text copy Amended and Restated Warrant Certificate  and
Amended Postponement Agreements is available for free at

                http://ResearchArchives.com/t/s?2026

                       Going Concern Doubt

The report of Grant Thornton LLP on the company's Dec. 31, 2006,
financial statements includes an explanatory paragraph that
indicates the financial statements are affected by conditions and
events that cast substantial doubt on the company's ability to
continue as a going concern.  For the year ended Dec. 31, 2006,
the company incurred a loss from operations of CDN$6,678,371 and a
deficiency in operating cash flow of CDN$2,602,248.  In addition,
the company incurred significant operating losses and net
utilization of cash in operations in all prior periods.

                       About Visiphor Corp.

Headquartered in Vancouver, Visiphor Corp. (OTC BB: VISRF.OB)
(CDNX: VIS.V) -- http://www.visiphor.com/-- sells software
products and services that deliver practical, rapidly deployable
solutions that integrate business processes and databases.  The
company's solutions focus on disparate process and data management
problems that exist in numerous verticals spanning government,
energy, law enforcement, security, health care and financial
services.


VITAMIN SHOPPE: $150 Million IPO Cues S&P's Positive Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on North
Bergen, New Jersey-based Vitamin Shoppe Industries Inc., including
its 'B' corporate credit rating, on CreditWatch with positive
implications.

The CreditWatch listing follows Vitamin Shoppe's S-1 filing with
the SEC for an IPO of up to $150 million in common stock. Proceeds
from the IPO and additional borrowings under a new term loan will
be used to redeem the company's Series A preferred stock and to
repurchase notes.  If the transaction is successful, it could
result in a meaningful improvement in the company's capital
structure and enhance its flexibility.

"We will resolve the CreditWatch listing after the IPO and a
meeting with management to evaluate the company's business
strategies and financial policies," said Standard & Poor's credit
analyst Jackie E. Oberoi.


VOIP INC: Posts $13.5 Million Net Loss in Quarter Ended March 31
----------------------------------------------------------------
VoIP Inc. reported a net loss of $13.5 million on revenues of
$3.2 million for the first quarter ended March 31, 2007, compared
with a net loss of $13.8 million on revenues of $4.7 million for
the same period 12 months ago.

Revenues associated with the retail-based EasyTalk and Rocket VoIP
products declined $1.1 million due to a related increased
international competitive environment affecting revenues.

Gross profit was $135 thousand for the quarter ended March 31,
2007, compared to a negative gross profit of $719,000 for the same
period last year.

Consolidated operating expenses increased to $8.3 million for the
three months ended March 31, 2007, compared with consolidated
operating expenses of $4.9 million for the three months ended
March 31 2006.  Compensation and related expenses accounted for
$1.3 million of the decrease from 2006, primarily due to
accelerated recognition of vested noncash stock and warrant
compensation in the 2006 period pertaining to the employment
termination of the company's former chief operating officer.
Commissions and fees to third parties, and general and
administrative services decreased $900,000 and $400,000,
respectively, from 2006 to 2007, due primarily to higher stock for
service awards in the 2006 period.

Consolidated net other expenses increased to $9.4 million from
$3.8 million for the three months ended March 31, 2006.
Amortization of debt discounts increased $800,000 in 2007,
reflecting significantly higher convertible note balances in 2007
used to finance the company's operations.  Financing penalties and
expenses increased by $1.9 million in 2007.

At March 31, 2007, the company's balance sheet showed
$39.9 million in total assets, $38.1 million in total liabilities,
and $1.8 million in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1.5 million in total current assets
available to pay $37.9 million 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?2022

                       Going Concern Doubt

Berkovits, Lago & Company LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about VoIP Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's dependence on outside
financing, lack of sufficient working capital, and recurring
losses.

At March 31, 2007, the company's contractual obligations for debt,
leases and capital expenditures totaled approximately
$33.6 million.  In addition, pursuant to the subscription
agreements for the company's convertible notes, the company is
liable for liquidated damages totaling $1,704,123 through March
31, 2007, and will continue to incur additional liquidated damages
of $226,455 per month, until the required shares and warrants are
registered.  This is because certain registration statements that
were filed by the company have since become either ineffective or
withdrawn.

The company needs to continue to raise additional debt or equity
capital to provide the funds necessary to restructure or repay its
debt obligations, meet its other contractual commitments, and
continue its operations.

                            About VoIP

Based Altamonte Springs, Fla., VoIP Inc. (OTC BB: VOII.OB) --
http://www.voipinc.com/ -- provides turnkey Voice over Internet
Protocol (VoIP) communications solutions for service providers,
resellers and consumers worldwide.  The company is also a
certified Competitive Local Exchange Carrier (CLEC) and Inter
Exchange Carrier (IXC).


WESCORP ENERGY: Posts $1,720,591 Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Wescorp Energy Inc. reported a net loss of $1,720,591 on revenues
of $817,982 for the first quarter ended March 31, 2007, compared
with a net loss of $583,007 on revenues of $1,079,343 for the same
period ended March 31, 2006.

The decrease in revenues is attributed to the decline in the price
of natural gas, which has resulted in the customers of Flowstar
Technologies Inc. to either defer or abandon plans to bring new
wells into production.

The increase in net loss for the quarter ended March 31, 2007, is
due to the net effect of the decrease in gross profit of $122,149
and increases of $396,517 in operating expenses and a $617,672
penalty for late delivery of Stage 2 shares to the former
shareholders of Vasjar.

Operating expenses for the quarter ended March 31, 2007, were
$1,491,021 versus $1,094,504 for the quarter ended March 31, 2006.
Additions to the management team for Wescorp were the principal
reasons for this increase.

At March 31, 2007, the company's balance sheet showed $7,531,323
in total assets, $6,123,186 in total liabilities, and $1,408,137
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,581,595 in total current assets
available to pay $6,055,150 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?1ff4

                       Going Concern Doubt

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Wescorp Energy Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
not generated profits since its inception, has incurred losses in
developing its business, and further losses are anticipated.  The
auditing firm added that the company requires additional funds to
meet its obligations and the costs of its operations.

                       About Wescorp Energy

Headquartered in Somerset, N. J., Wescorp Energy Inc. (OTC BB:
WSCE.OB) -- http://www.wescorpenergy.com/-- through its
subsidiary Flowstar Technologies Inc. produces advanced natural
gas and gas liquids measurement devices based on a proprietary
Digital Chart Recorder and advanced turbine measurement
technology.  Flowstar DCR-based devices are self-contained,
energy-efficient flow computers with turndown ratio of 40:1 or
more for more precise flow measurements and volume calculations
that are installed directly to the well-head.


WIDEOPENWEST FINANCE: Moody's Cuts Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded WideOpenWest's corporate
family rating to B3 from B2, following the announcement of a
$400 million dividend financed with new debt.  Moody's also
downgraded WOW's probability of default rating to B3 from B2.

In addition, Moody's assigned a B2, LGD3, 38% rating to the
proposed first lien credit facility ($100 million revolver and
$925 million term loan) and a Caa2, LGD5, 89% rating to the second
lien loan ($285 million).  The company's ratings outlook is
stable.

WOW's downgrade to a B3 corporate family rating reflects higher
financial risk, evidenced by the high leverage, weak coverage of
interest and capital expenditures and distribution well in excess
of the company's equity pro forma the transaction.  Moreover, in
Moody's view, Avista Capital Partners (WOW's equity investor) may
be more willing to assume financial risk going forward given the
already sizable return (over 100% one year return on invested
capital).

Summary of action:

Downgrades:

   * WideOpenWest Finance, LLC

     -- Corporate Family Rating, Downgraded to B3 from B2;
     -- Probability of Default Rating, Downgraded to B3 from B2.

Assignments:

     -- Proposed First Lien Credit Facility B2, LGD3, 38%;
     -- Proposed Second Lien Loan Caa2, LGD5, 89%.

Affirm to be withdrawn:

     -- Existing First Lien Credit Facility B1, LGD3, 41%;
     -- Existing Second Lien Loan Caa1, LGD6, 91%.

WOW was acquired by Avista for a purchase price of $830 million in
March of 2006, while the debt burden alone will be $1.2 billion
following this transaction (one year later).  Moody's also notes
that WOW's position as an overbuilder magnifies the challenges of
an increasingly competitive environment.  However, WOW's upgraded,
efficient network, expectations for a fairly rapid decline in
leverage driven by good operating performance and growth
opportunities, and management's strong track record support the
ratings.

WideOpenWest Finance, LLC (WOW) is a competitive broadband
provider offering cable TV, high speed Internet services and
telephony in competition with incumbent wireline providers of the
same services in portions of Illinois, Michigan, and Ohio. The
company also provides these services to residential and commercial
customers in Indiana, following the completion of Sigecom
acquisition in 2006.  WOW's annual revenue is more than $375
million and it maintains headquarters in Englewood, Colorado.


WIDEOPENWEST FINANCE: S&P Cuts Corporate Credit Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Englewood, Colorado-based cable overbuilder WideOpenWest
Finance LLC to 'B-' from 'B' as a result of the company's proposed
dividend recapitalization.  The outlook is stable.  Total debt is
expected to be about $1.2 billion on an operating lease-adjusted
basis as a result of the transaction.

At the same time, S&P assigned the following ratings to WOW's
proposed $1.3 billion aggregate facilities:

-- A 'B-' bank loan rating was assigned to the $100 million senior
   secured first-lien revolver and $925 million senior secured
   first lien term loan.  The recovery rating on both facilities
   is '4', indicating our expectation of marginal (25%-50%)
   recovery in the event of a payment default.

-- A 'CCC' bank loan rating was assigned to the $285 million
   senior secured pay-in-kind toggle second-lien term loan, with a
   recovery rating of '5', indicating our expectation of
   negligible (0%-25%) recovery in the event of payment default.

The second-lien term loan is rated two notches below the corporate
credit rating, based on the significant amount of priority
obligations from the first-lien term loan and revolver.  The new
bank loan ratings are based on preliminary documentation and
subject to receipt of final information.

Total proceeds of $1.2 billion will be used to pay a $400 million
dividend to shareholders and refinance $790 million of existing
debt.

"The lowered rating reflects a significantly more aggressive
financial policy, which will increase total debt to EBITDA to
about 9.4x on an operating lease-adjusted basis, from 6.2x," said
Standard & Poor's credit analyst Allyn Arden.  The bank loan
financing will likely defer prospects for positive discretionary
cash flow generation for several years, although S&P note that
WOW has the discretion to pay interest on the second-lien term
loan in cash or in kind, which would enable it to reduce its cash
interest expense should operating conditions deteriorate.


WILLIAM LYON: S&P Holds Ratings and Says Outlook is Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on William
Lyon Homes to negative from stable.  At the same time, S&P
affirmed the 'B+' issuer credit and 'B' senior unsecured debt
ratings on the company. The rating actions affect $550 million of
senior unsecured notes.

"The outlook revision reflects our expectation that the
challenging housing environment will continue to pressure demand
and margins throughout 2007, driving interest coverage lower,"
explained Standard & Poor's credit analyst George Skoufis.
"Contributing to the stress on interest coverage is the company's
community count expansion, which will result in higher debt
levels over the coming quarters."

William Lyon's homebuilding operations are fairly concentrated,
with roughly 70% of 2006 homebuilding revenues generated in
California.  Market conditions are likely to remain challenging,
which will negatively affect the company's more concentrated
platform.  As a result of these conditions, combined with the
incurrence of higher debt levels to grow community count, interest
coverage levels are expected to weaken considerably. Standard &
Poor's will lower the ratings on the company if market conditions
remain weak for an extended period of time and further pressure
interest coverage and liquidity.  Conversely, Standard & Poor's
will revise the outlook back to stable if market conditions
stabilize and interest coverage rebounds to 2x or higher, while
the company also maintains adequate liquidity.


WIZZARD SOFTWARE: Posts $1.4 Mil. Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Wizzard Software Corp. reported a net loss of $1.4 million on
total revenues of $725,926 for the first quarter ended March 31,
2007, compared with a net loss of $558,199 on total revenues of
$602,391 for the same period ended March 31, 2006.

The increase in revenues for the first quarter of 2007 was due to
increased revenues in the speech technology business, the talking
pill bottle, and the addition of the Libsyn operation for the last
month of the quarter.

In the first quarter ended March 31, 2007, operating expenses
totaled $1.5 million, which was an 89% increase from operating
expenses of $773,633 in the first quarter of 2006.

"Wizzard's overall revenues continue to grow and we expect that to
carry on throughout 2007 and into 2008," said Chris Spencer, chief
executive officer of Wizzard Software.  "Our software sales were
up by 40% and our podcasting business continues to see very strong
demand for high quality commercial and independent niche content.
As we begin to help our network publishers monetize their shows,
we believe our revenue growth will accelerate substantially."

At March 31, 2007, the company's balance sheet showed
$20.5 million in total assets, $1.2 million in total liabilities,
and $19.3 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?1fff

                       Going Concern Doubt

Gregory & Associates LLC in Salt Lake City, expressed substantial
doubt about Wizzard Software Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has not yet established profitable
operations and has incurred significant losses since its
inception.

                      About Wizzard Software

Headquartered in Pittsburgh, Wizzard Software Corp. (OTC BB:
WIZD.OB) -- http://www.wizzardsoftware.com/-- develops and sells
desktop and enterprise speech technology, speech recognition and
text-to-speech programming tools, distributable engines, and
speech related consulting services and support.  It also develops
talking prescription bill bottles and offers home healthcare
services through its wholly owned subsidiary Interim Healthcare of
Wyoming Inc.


WORLDGATE COMMUNICATIONS: Amends Existing Cornell Debentures
------------------------------------------------------------
WorldGate Communications, Inc. has amended the terms of its
Aug. 11, 2006 and Oct. 13, 2006 secured convertible debentures
with Cornell Capital Partners.

Worldgate Communications amended the debenture to:

   (1) remove the investor's ability, upon conversion of the
       debentures, to demand cash in lieu of shares of common
       stock; and

   (2) provide for the issuance of restrictive shares if there is
       no effective registration statement at the time of
       conversion.

The terms of the convertible debentures were amended to permit the
company to reclassify the derivative conversion option liability
in the convertible debentures, resulting in the reclassification
of approximately $4.3 million of debt to equity, in order to help
the company regain compliance with Nasdaq Marketplace Rule
4310(c)(2)(B).

On April 11, 2007, the company had received a notice from Nasdaq
stating that the company does not comply with Marketplace Rule
4310(c)(2)(B).  This rule requires the company to have a minimum
of $2,500,000 in stockholders' equity, $35,000,000 market value of
listed securities or $500,000 of net income from continuing
operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years.

On May 4, 2007 the company provided Nasdaq with a definitive plan
to regain compliance.  As part of this plan, among other elements,
the company had indicated its intention to restructure the secured
debentures to permit it to reclassify certain debt to equity.  The
amendment accomplishes this element of the plan submitted to
Nasdaq.

"Cornell's willingness to amend the debenture is a vote of
confidence in WorldGate and indicates their willingness to take a
longer term perspective on their investment," said Hal Krisbergh,
Chairman and CEO of WorldGate Communications.

                  About WorldGate Communications

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(NASDAQ: WGAT) -- http://www.wgate.com/-- designs, manufactures,
and distributes the Ojo line of personal video phones.  Ojo
personal video phones offer real-time, two-way video
communications with video messaging.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 21, 2007,
Marcum & Kliegman LLP, in Melville, New York, expressed
substantial doubt about WorldGate Communications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and accumulated deficit
of $247 million at Dec. 31, 2006.


* Fried Frank Adds Ghassan Atiyah to Washington's Financing Dept.
-----------------------------------------------------------------
Fried Frank Harris Shriver & Jacobson LLP disclosed that Ghassan
"Gus" M. Atiyah will join the Firm as a corporate partner in the
Financing practice in Washington.  He was formerly at Hogan &
Hartson LLP.

"The firm is delighted to welcome Gus.  Fried Frank's financing
practice continues to grow at a very rapid rate.  Gus has broad-
based financing expertise that will serve the needs of this
practice well," Valerie Ford Jacob, Fried Frank's chairperson,
said.

"The addition of Gus in the firm's Washington office also
demonstrates the company's commitment to having the full
configuration of practices present in each of its offices.  He is
a strong addition to the firm's corporate department and will
provide support across a broad range of financing transactions and
practices," Justin Spendlove, Fried Frank's managing partner
added.

Mr. Atiyah's practice focuses on all types of private finance
transactions and private equity matters primarily representing
private equity sponsors and portfolio companies in leveraged
financing transactions.  He has worked on numerous merger and
acquisition transactions in a range of industries on behalf of
private equity funds and hedge funds.

Prior to joining Hogan & Hartson, Mr. Atiyah served as the general
counsel for International Affairs at the National Bank of Kuwait
in Kuwait.  He began his legal career at Shearman & Sterling LLP
in New York, as part of their banking and finance group.  Mr.
Atiyah received his JD, with honors, from Columbia Law School,
where he was a Stone Scholar.  He received his B.S.F.S., magna cum
laude, from Georgetown University, School of Foreign Service.  He
is admitted to the bar in the District of Columbia and New York.

            About Fried Frank Harris Shriver & Jacobson

Fried Frank Harris Shriver & Jacobson LLP --
http://www.friedfrank.com-- is an international
law firm with more than 600 attorneys in offices in New York,
Washington, D.C., London, Paris, Frankfurt and Hong Kong.  Fried
Frank lawyers regularly represent major investment banking firms,
private equity houses and hedge funds, well as many of the largest
companies in the world.  The firm offers legal counsel on M&A,
private equity, asset management, capital markets and corporate
finance matters, white-collar criminal defense and civil
litigation, securities regulation, compliance and enforcement,
government contracts, environmental law and litigation, real
estate, tax, bankruptcy, antitrust, benefits and compensation,
intellectual property and technology, international trade, and
trusts and estates.  The firm has an association with Huen Wong &
Co. in Hong Kong.


* Goldsmith Agio Names Jason Cohen as VP of Restructuring Practice
------------------------------------------------------------------
Goldsmith Agio Helms has added Jason A. Cohen, Esq. as a Vice
President in its Distressed Advisory and Restructuring practice.

Mr. Cohen was formerly a special counsel in the Financial
Restructuring Department of the law firm Cadwalader, Wickersham &
Taft LLP.  He will be based in Goldsmith Agio's New York City
practice.

Andrew Torgove, head of Goldsmith Agio Helms' Distressed Advisory
and Restructuring practice, commented, "While we do not know when
we will see a turn in the cycle, we are pleased to have Jason join
us as we continue to build our practice group.  Jason is a skilled
advisor who brings more than 10 years of exceptional distressed
advisory and restructuring experience to our team."

"Goldsmith Agio Helms provides a unique opportunity to leverage
the restructuring experience I gained while at Cadwalder.  I am
looking forward to contributing to the firm's results and
relationship oriented culture," said Mr. Cohen.

While with Cadwalader, Wickersham & Taft, Mr. Cohen represented
debtors, creditors, official and unofficial committees and other
parties in interest in numerous restructurings.  Most recently,
Mr. Cohen represented Pfizer Inc. in connection with the Chapter
11 case of Quigley Company, Inc. and Pharmacia Corporation in
connection with the Chapter 11 case of Solutia Inc.  Mr. Cohen
also has represented certain Glencore International AG
subsidiaries in connection with their restructuring of an
Australian nickel and cobalt mine and Geneva Steel Company in its
Chapter 11 case.  Mr. Cohen also has represented unofficial
bondholder committees in the Chapter 11 cases of Arch Wireless
Communications, RSL Communications, Ltd., Pathmark Stores, Inc.,
TransTexas Gas Corp., and Florida Coast Paper Holding Co., as well
as the official creditors' committees of Winstar Communication and
Grove Worldwide.  He also represented Burger King Corporation in
connection with the restructuring of a number of its franchisees,
including the Chapter 11 case of AmeriKing, Inc., Burger King's
second largest franchisee.

Mr. Cohen received his Bachelor of Arts from the University of
Connecticut and Juris Doctor from Brooklyn Law School.  Mr. Cohen
is a member of the New York state bar.

                      About Goldsmith Agio

Goldsmith Agio Helms -- http://www.agio.com/-- is one of the
nation's leading independent investment banking firms providing
sophisticated corporate finance advisory services to middle-market
businesses.  The firm's services include mergers and acquisitions,
private placements of debt and equity, distressed advisory and
restructuring, and financial advisory and opinion services.  The
firm operates internationally from its offices in Minneapolis, New
York, Chicago, Los Angeles, and Shanghai and through Agio
International, a proprietary partnership of leading independent
investment banks with offices in London, Edinburgh, Madrid, Milan,
and Zurich.


* BOND PRICING: For the Week of May 21 - May 25, 2007
-----------------------------------------------------

  Issuer                             Coupon   Maturity  Price
  ------                             ------   --------  -----
Allegiance Tel                       11.750%  02/15/08    51
Allegiance Tel                       12.875%  05/15/08    17
Amer & Forgn Pwr                      5.000%  03/01/30    63
Antigenics                            5.250%  02/01/25    74
Atherogenics Inc                      1.500%  02/01/12    48
Atlantic Coast                        6.000%  02/15/34     6
Bank New England                      8.750%  04/01/99     9
Bank New England                      9.500%  02/15/96    12
Bank New England                      9.875%  09/15/99     9
Better Minerals                      13.000%  09/15/09    70
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    55
Calpine Corp                          4.000%  12/26/06    70
Calpine Gener Co                     11.500%  04/01/11    35
Cell Therapeutic                      5.750%  06/15/08    74
CHS Electronics                       9.875%  04/15/05     1
Collins & Aikman                     10.750%  12/31/11     3
Color Tile Inc                       10.750%  12/15/01     0
Dairy Mart Store                     10.250%  03/15/04     0
Decode Genetics                       3.500%  04/15/11    72
Decode Genetics                       3.500%  04/15/11    71
Delco Remy Intl                       9.375%  04/15/12    54
Delco Remy Intl                      11.000%  05/01/09    54
Delta Mills Inc                       9.625%  09/01/07    16
Deutsche Bank NY                      8.500%  11/15/16    70
Diamond Triumph                       9.250%  04/01/08    65
Dura Operating                        8.625%  04/15/12    46
Dura Operating                        9.000%  05/01/09     9
Dura Operating                        9.000%  05/01/09     7
Empire Gas Corp                       9.000%  12/31/07     1
Encysive Pharmacy                     2.500%  03/15/12    72
Exodus Comm Inc                       4.750%  07/15/08     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    39
Finova Group                          7.500%  11/15/09    23
Florsheim Group                      12.750%  09/01/02     0
Ford Motor Co                         6.375%  02/01/29    75
Ford Motor Co                         6.625%  02/15/28    75
Global Health Sc                     11.000%  05/01/08     8
Golden Books Pub                     10.750%  12/31/04     0
Hills Stores Co                      12.500%  07/01/03     0
Insight Health                        9.875%  11/01/11    31
Iridium LLC/CAP                      10.875%  07/15/05    22
Iridium LLC/CAP                      11.250%  07/15/05    22
Iridium LLC/CAP                      13.000%  07/15/05    22
Iridium LLC/CAP                      14.000%  07/15/05    22
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    21
Kaiser Aluminum                      12.750%  02/01/03     9
Kellstrom Inds                        5.750%  10/15/02     0
Keystone Cons                         9.625%  08/01/07    42
Kmart Corp                            9.780%  01/05/20    10
Lehman Bros Hldng                    10.000%  10/30/13    69
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    68
Lifecare Holding                      9.250%  8/15/13     72
LTV Corp                              8.200%  09/15/07     0
MacSaver Financl                      7.400%  02/15/02     0
MacSaver Financl                      7.875   08/01/03     2
Motorola Inc                          5.220%  10/01/97    73
New Orl Grt N RR                      5.000%  07/01/32    69
Nexprise Inc                          6.000%  04/01/07     0
Northern Pacific RY                   3.000%  01/01/47    54
Northern Pacific RY                   3.000%  01/01/47    54
Northwest Airlns                      6.625%  05/15/23    72
Northwest Airlns                      7.625%  11/15/23    72
Northwest Airlns                      7.875%  03/15/08    71
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    74
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09    11
Outboard Marine                       9.125%  04/15/17     1
Pac-West Telecom                     13.500%  02/01/09    25
Pac-West Telecom                     13.500%  02/01/09    10
Pegasus Satellite                     9.625%  10/15/49     0
Pegasus Satellite                    12.375%  08/01/08     0
Pegasus Satellite                    12.500%  08/01/07     0
Phar-Mor Inc                         11.720%  12/31/49     3
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     2
Pixelworks Inc                        1.750%  05/15/24    75
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    63
Primus Telecom                        8.000%  01/15/14    70
Radnor Holdings                      11.000%  03/15/10     0
Read-Rite Corp                        6.500%  09/01/04     0
RJ Tower Corp.                       12.000%  06/01/13     7
SLM Corp                              5.000%  12/15/28    73
Spacehab Inc                          5.500%  10/15/10    55
Scott Cable Comm                     16.000%  07/18/02     0
Times Mirror Co                       7.250%  11/15/96    72
Tom's Food Inc                       10.500%  11/01/04     2
Tousa Inc                             7.500%  03/15/11    74
Tousa Inc                             7.500%  01/15/15    70
United Air Lines                      8.390   01/21/11     0
United Air Lines                     10.110%  02/31/49     0
US Air Inc.                          10.680%  06/27/08    14
US Air Inc.                          10.700%  01/15/49     0
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     7
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     3
Westpoint Steven                      7.875%  06/15/49     0
Wheeling-Pitt St                      5.000%  08/01/11    70
Wheeling-Pitt St                      6.000%  08/01/10    70
Winstar Comm Inc                     10.000%  03/15/08     0

                             *********

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 ***