TCR_Public/070530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 30, 2007, Vol. 11, No. 127

                             Headlines

ADVANCED MEDICAL: Contact Lens Solutions Recall May Hold Expansion
AEROFLEX INC: Accepts $1.1 Billion Veritas Capital Merger Deal
ALLIANCE ATLANTIS: Obtains CRTC Approvals On Plan of Arrangement
AMDL INC: Incurs $1,385,406 Net Loss in Quarter Ended March 31
BEST MANUFACTURING: Trustee Taps Norris McLaughlin as Spl. Counsel

BIOMET INC: Special Committee Says Proxy Statements "Not Accurate"
BIOMET INC: Justice Department Sends Subpoena Requesting Documents
CARGO CONNECTION: Posts $822,143 Net Loss in Qtr. Ended March 31
CARIBOU RESOURCES: Court Extends CCAA Protection Until Tomorrow
CARRAWAY METHODIST: Court Confirms Chapter 11 Liquidation Plan

CNET NETWORKS: Appoints PricewaterhouseCoopers LLP as New Auditor
COSTA ENERGY: Posts $1.35 Million Net Loss in Qtr. Ended March 31
DILLARD'S INC: Earns $42.9 Million in First Quarter Ended May 5
FORD MOTOR: In Informal Talks with BMW on Sale of Volvo
GAMESTOP CORP: Earns $24.7 Million in First Quarter Ended May 5

GENERAL MOTORS: Ups Convertible Securities Offering to $1.3 Bil.
GENERAL MOTORS: Discloses Appointment of New Management
HALO TECHNOLOGY: March 31 Balance Sheet Upside-Down by $5,899,924
HUB INTERNATIONAL: John Graham Resigns as VP and CEO
HUB INTERNATIONAL: John Graham to Resign After Plan is Completed

INT'L MGT: Hires Auction Management as Trustee's Auctioneer
ISOTIS S.A.: Posts $3.4 Million Net Loss in Quarter Ended March 31
LEBARON DRYWALL: Court Okays Erik Leroy as Co-Counsel
LEBARON DRYWALL: Taps Vanguard Real as Real Estate Broker
LIQUIDMETAL TECHNOLOGIES: Earns $517,000 in Quarter Ended March 31

MYLAN LABS: Posts $71.3 Million Net Loss in Qtr Ended March 31
MYSTIQUE ENERGY: CCAA Protection Extended Until July 17
NBO SYSTEMS: Posts $1,481,949 Net Loss in Quarter Ended March 31
NETWOLVES CORP: Posts Net Loss of $635,313 in Qtr Ended March 31
NEUTRON ENTERPRISES: Posts $2,493,559 Net Loss in First Quarter

PEGASUS OIL: Posts $595,847 Net Loss in Qtr. Ended March 31, 2007
PENGE CORP: Posts $825,736 Net Loss in Quarter Ended March 31
POGO PRODUCING: Posts $21.2 Million Net Loss in First Quarter 2007
POGO PRODUCING: Inks Pact Selling Northrock Resources for $2 Bil.
POPULAR ABS: Moody's Rates Three Certificate Classes at Low-B

RAPTOR NETWORKS: Posts $17 Million Net Loss in Qtr Ended March 31
SECURITY WITH: Posts $3,227,489 Net Loss in Quarter Ended March 31
SILVERWING ENERGY: Pursues Equity Financing & Restructures Project
SOLOMON TECH: Posts $4.3 Million Net Loss in Qtr Ended March 31
SPEEDEMISSIONS INC: Posts $52,128 Net Loss in Qtr Ended March 31

SUB SURFACE: March 31 Balance Sheet Upside-Down by $554,601
TEMPUR-PEDIC: Earns $29.8 Million of Net Income in 1st Qtr. 2007
TECH DATA: First Quarter 2008 Net Income Narrows to $9.9 Million
TERAX ENERGY: Posts $457,691 Net Loss in Quarter Ended March 31
TOLL BROTHERS: Earns $36.7 Million in Quarter Ended March 31

UNIVERSAL EXPRESS: Posts $8,418,950 Net Loss in Third Quarter 2007
URS CORP: To Acquire Washington Group for $2.6 Billion
VITAL LIVING: Posts $29,000 Net Loss in Quarter Ended March 31
VITALTRUST BUSINESS: Reports Zero Revenues in First Quarter 2007
VYTERIS INC: Posts $9,789,006 Net Loss in Quarter Ended March 31

WIRELESS AGE: Posts Net Loss of $1,180,824 in Qtr Ended March 31
ZIFF DAVIS: Posts $38.2 Million Net Loss in Quarter Ended March 31

* BDO Dunwoody Agrees Merger With Goodman Rosen

                             *********

ADVANCED MEDICAL: Contact Lens Solutions Recall May Hold Expansion
------------------------------------------------------------------
Results from an inquiry by the U.S. Centers for Disease Control
and Prevention may deter plans of Advanced Medical Optics Inc.'s
CEO James Mazzo for expansion, according to Julie Creswell of the
New York Times.  A day after expressing interest to buy rival
Bausch and Lomb Inc., AMO received information from CDC that its
Complete(R) MoisturePlus(TM) contact lens solutions caused eye
infections.  AMO immediately and voluntarily recalled its contact
lens solutions.

CDC data was made available to AMO showing that it had completed
interviews with 46 patients who had developed Acanthamoeba
keratitis, from Acanthamoeba, a naturally occurring water-borne
organism which can contribute to serious corneal infections, since
January 2005.  A total of 39 of these patients were soft contact
lens wearers, 21 of whom reported using Complete(R)
MoisturePlus(TM) products.  The CDC estimates a risk of at least
seven times greater for those who used Complete(R)
MoisturePLUS(TM) solution versus those who did not.

While AMO continues to work with the CDC and the U.S. Food and
Drug Administration to further assess the data, it is acting with
an abundance of caution to voluntarily recall Complete(R)
MoisturePlus(TM) from the market.  There is no evidence to suggest
that the voluntary recall is related to a product contamination
issue and this does not impact any of AMO's other contact lens
care products, including our family of hydrogen peroxide
disinfecting solutions.  As patient safety is paramount to AMO,
the company is taking decisive action to stop shipments, recall
product from the marketplace, and encourage consumers to
discontinue the use of AMO Complete(R) MoisturePlus(TM) until
further information is available. Given the potential seriousness
of the reported Acanthamoeba infections, AMO is working in close
partnership with the CDC, the FDA and others to make sure
consumers are aware of the need for proper contact lens
disinfection and proper lens handling.

As reported in the Troubled Company Reporter on Nov. 23, 2006, AMO
anticipated a financial impact associated with its voluntarily
recall of certain eye care product lots and the related
manufacturing capacity constraints caused by a production-line
issue at its manufacturing plant in China.

AMO expected the recall to reduce revenue for the
remainder of 2006 and 2007 by a total of $40 million to
$45 million.  This is due to expected product returns, supply
shortages and temporary lost market share, primarily in Japan and
Asia Pacific where the vast majority of products produced at the
China facility are shipped.

Consumers who believe they are in possession of the recalled
product should discontinue use immediately and call 1-888-899-
9183.  The company is currently contacting retailers, customers
and distributors regarding return and replacement instructions.
Reply cards and mailing slips are being provided for return of
product.  Retailers may also call 1-888-899-9183 for more
information.

                      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.

                          *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Moody's Investors Service confirmed Advanced Medical Optics,
Inc.'s B1 Corporate Family Rating and Ba1 rating on the existing
$300 million senior secured revolver due 2009.

Concurrently, Moody's assigned these new ratings: a Ba1 rating to
a $300 million six year senior secured revolver,a Ba1 rating to a
$450 million seven year senior secured term loan B, and a B1
rating to $250 million senior subordinated notes due 2017.

In addition, Moody's downgraded the $246 million convertible
senior subordinated notes due 2024 to B3 from B2.


AEROFLEX INC: Accepts $1.1 Billion Veritas Capital Merger Deal
--------------------------------------------------------------
In light of the superior proposal received from Veritas Capital of
$14.50 per share in cash, Aeroflex Incorporated has terminated the
merger agreement with affiliates of General Atlantic and Francisco
Partners and entered into a new merger agreement with subsidiaries
of Veritas in a transaction valued at approximately $1.1 billion.

The special meeting of Aeroflex stockholders that had been
scheduled for May 30, 2007, to consider the merger agreement with
affiliates of General Atlantic and Francisco Partners will not be
held.   A new special meeting of Aeroflex stockholders will be
called once Aeroflex has determined when it will be in a position
to mail to stockholders a new proxy statement concerning the
Veritas merger agreement.  The Aeroflex Board of Directors has
specified June 4, 2007 as the record date for the purpose of
determining the stockholders who will be entitled to receive
notice of, and to vote at, the new special meeting.   The closing
of the transaction with Veritas Capital is subject to the approval
of Aeroflex's  stockholders and other customary conditions.

Bear, Stearns & Co. Inc. and Banc of America Securities LLC served
as Aeroflex's financial advisors in connection with the
transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as
Aeroflex's legal counsel.   Veritas Capital, Golden Gate Capital
and Goldman Sachs are providing financing for the transaction.
Schulte Roth & Zabel LLP served as legal counsel to Veritas
Capital.   Kirkland & Ellis LLP served as legal counsel to Golden
Gate Capital.  Fried, Frank, Harris, Shriver & Jacobson LLP served
as legal counsel to Goldman Sachs.

                         About Aeroflex

Headquartered in Plainview, New York, Aeroflex Incorporated
(Nasdaq: ARXX) -- http://www.aeroflex.com/--  provides high
technology solutions to the aerospace, defense, cellular and
broadband communications markets.  The company's diverse
technologies allow it to design, develop, manufacture and market a
broad range of test, measurement and microelectronic products.

                          *     *     *

As reported Troubled Company Reporter on May 15, 2007,
Moody's Investors Service assigned first-time long-term ratings to
Aeroflex Inc. (corporate family rating of B2) and a stable ratings
outlook.

Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Plainview, New York-based Aeroflex Inc., a
manufacturer of microelectronics and test equipment.  The outlook
is positive.

At the same time, S&P assigned its 'B+' bank loan rating and '1'
recovery rating to the company's proposed $435 million U.S.-based
first-lien credit facilities, consisting of a $60 million
revolving credit and a $375 million term loan, indicating that
lenders can expect full recovery of principal in the event of
payment default.  S&P assigned its 'B' bank loan rating and '2'
recovery rating to the proposed $100 million first-lien U.K.-based
term loan, indicating that lenders can expect substantial recovery
of principal in the event of payment default.  S&P assigned its
'CCC+' bank loan rating and '5' recovery rating to
the proposed $245 million second-lien term loan, indicating that
lenders can expect nominal recovery of principal in the event of
payment default.


ALLIANCE ATLANTIS: Obtains CRTC Approvals On Plan of Arrangement
----------------------------------------------------------------
Alliance Atlantis Communications Inc. and CanWest Global
Communications Corp. had obtained approvals from the Canadian
Radio-television and Telecommunications Commission in respect of
the Plan of Arrangement pursuant to which AA Acquisition Corp.
will acquire all of the outstanding shares of Alliance Atlantis
for $53.00 cash per share.

Alliance Atlantis owns -- directly or indirectly -- the securities
of certain entities which are regulated by the CRTC.  In
connection with the completion of the Plan of Arrangement, those
securities will be deposited with a trustee pending the CRTC's
decision regarding the acquisition of those regulated entities by
AA Acquisition.  The CRTC has now approved the trust arrangements
with respect to those regulated entities, including the
appointment of Mr. James Macdonald to act as trustee.  Approval of
the trust arrangements by the CRTC is a condition of completion of
the Plan of Arrangement, and this condition has now been
satisfied.

After completion of the Plan of Arrangement, it is intended that
there will be a reorganization of the various business units and
assets of Alliance Atlantis.  The CRTC has now also approved those
steps in the reorganization which includes the entities that are
regulated by the CRTC being placed in the approved trust.
Approval of the reorganization by the CRTC is also a condition
of the Arrangement, and this condition has now been satisfied.

While no other CRTC approvals are required as conditions of the
Plan of Arrangement, the acquisition of the regulated entities by
AA Acquisition remains subject to the CRTC's approval.

"We are very pleased that these approvals have been obtained which
satisfy certain conditions pertaining to the acquisition," said
Leonard Asper, President and Chief Executive Officer of CanWest.
"This is another important step in the transaction process.  All
material regulatory approvals required in connection with the
broadcasting operations that are part of the Plan of Arrangement
have now been obtained."

"Jim Macdonald is a highly experienced and well-respected member
of the Canadian broadcasting industry," said Phyllis Yaffe, Chief
Executive Officer of Alliance Atlantis.  "Jim's long-standing
commitment to the broadcasting sector makes him an ideal candidate
for this important role and I look forward to working with him in
the weeks and months ahead."

                       About CanWest Global

CanWest Global Communications Corp. (TSX: CGS
and CGS.A, NYSE: CWG) -- http://www.canwestglobal.com/--  an
international media company, is Canada's largest media company.
In addition to owning the Global Television Network, CanWest also
owns, operates and/or holds substantial interests in Canada's
largest publisher of daily newspapers, and conventional
television, out-of-home advertising, specialty cable channels, web
sites and radio stations and networks in Canada, New Zealand,
Australia, Turkey, Singapore, the United Kingdom and the United
States.

                     About Alliance Atlantis

Based in Toronto, Canada, Alliance Atlantis Communications Inc. --
http://www.allianceatlantis.com/-- (TSE: AAC.A and AAC.B) is a
specialty channel broadcaster.  The company co-produces and
distributes the hit CSI franchise and indirectly holds a 51%
limited partnership interest in Motion Picture Distribution LP.
The company has motion picture distribution operations in the
United Kingdom and Spain.

                          *      *      *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Moody's Investors Service changed the direction of its current
ratings review of Alliance Atlantis to down from up.

The ratings are: Corporate Family Rating at Ba2; Probability-of-
Default rating at Ba3; Senior Secured rating at Ba1; and Loss-
Given-Default rating for Senior Secured debt, LGD2 (26%).

As reported in the Troubled Company Reporter on Jan. 12, 2007,
Standard & Poor's Ratings Services said that the ratings on
Alliance Atlantis, including the 'BB' long-term corporate credit
rating, remain on CreditWatch.


AMDL INC: Incurs $1,385,406 Net Loss in Quarter Ended March 31
--------------------------------------------------------------
AMDL Inc. had net revenues of $1,424,179 and a net loss of
$1,385,406 for the three months ended March 31, 2007.  For the
three months ended March 31, 2006, it had net revenues of $15,375
and a net loss of $911,913.

The company had total assets of $18,883,814, total liabilities of
$7,589,461, and total stockholders' deficit of $11,294,353 as of
March 31, 2007.  Accumulated deficit at March 31, 2007, was
$35,920,549.

Total assets at March 31, 2007, decreased $356,799 from
$19,240,613 at Dec. 31, 2006, due primarily to decreases in cash,
accounts receivable and inventories offset by increases in prepaid
expenses and other current assets.  The company had a negative
working capital with total current assets of $4,482,209 and total
current liabilities of $5,982,820 at March 31, 2007.

The company's total outstanding indebtedness increased to
$7,589,461 at March 31, 2007, as compared to $6,577,457 at
Dec. 31, 2006.  The primary reason for the increase is due to
increases in accounts payable and accrued expenses and taxes
payable.  From Jan. 1, 2007, to March 31, 2007, the company's cash
and cash equivalents decreased by about $1,116,000, primarily due
to working capital requirements of JPI and general and
administrative expenses incurred by AMDL.  Cash usage continues to
exceed cash generation.

As of May 11, 2007, cash on hand was about $3,000,000 and cash is
being depleted at the rate of about $200,000 per month.  This
monthly amount does not include any expenditures related to
further development or attempts to license the company's
combination immunogene therapy technology, as no significant
expenditures on the CIT technology are anticipated other than the
legal fees incurred in furtherance of patent protection for the
CIT technology.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?204a

                       Going Concern Doubt

Corbin & Company LLP raised substantial doubt about the company's
ability to continue as a going concern after auditing the
company's financial statements that reflected significant
operating losses and negative cash flows from operations through
Dec. 31, 2006, and an accumulated deficit at Dec. 31, 2006.

                         About AMDL Inc.

Headquartered in Tustin, California, AMDL Inc. (Amex: ADL) --
http://www.amdl.com/-- a theranostics company, which develops,
manufactures, markets, and sells various immunodiagnostic kits for
the detection of cancer and other diseases.  Its products include
DR-70, a test kit is used to assist in the detection of various
types of cancer, including lung small and nonsmall cell, stomach,
breast, rectal, colon, and liver; and Pylori-Probe, a diagnostic
kit which is cleared for sale in the United States.  The company
markets its products through distributor relationships and to
domestic markets through strategic partnerships and relationships
with diagnostic companies.  It serves various customers, including
hospital, clinical, research and forensic laboratories, and
doctor's offices.


BEST MANUFACTURING: Trustee Taps Norris McLaughlin as Spl. Counsel
------------------------------------------------------------------
Stacey L. Meisel, Chapter 7 Trustee for Best Manufacturing Group
LLC and its debtor-affiliates' cases, seeks authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Norris McLaughlin and Marcus PA as her special counsel.

Norris McLaughlin will:

   a) represent the Trustee as Special Litigation Counsel, in
      connection with the potential causes of action held by the
      Debtors' against insiders and others;

   b) represent the Trustee in connection with matters involving
      BMG Investors LLC and baker Realty of New Jersey LLC; and

   c) perform tasks assigned by the Trustee, in connection with
      the Debtors' cases, which are not duplicative with the
      Trustee's general counsel.

Morris S. Bauer, Esq., a member at Norris McLaughlin and Marcus
PA, tells the Court of the firm's hourly rate:

      Professional                  Hourly Rate
      ------------                  -----------
      Morris Bauer                     $415
      Member                        $240 - $515
      Associate                     $175 - $285
      Paralegal                     $125 - $150

Mr. Bauer assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Bauer can be reached at:

   Norris McLaughlin and Marcus PA
   P.O. Box 1018
   No. 721 Route 202 - 206
   Somerville, NJ 08876-1018
   Tel: (908) 722-0700

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.  The company and four of its
subsidiaries filed for chapter 11 protection on Aug. 9, 2006
(Bankr. D. N.J. Case No. 06-17415).  The case was converted to
Chapter 7 on May 3, 2007.  Stacey L. Meisel was appointed as
Chapter 7 Trustee on May 4, 2007.  Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin,
Esq., at Ravin Greenberg PC, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
$100 million.


BIOMET INC: Special Committee Says Proxy Statements "Not Accurate"
------------------------------------------------------------------
Biomet Inc. disclosed in a regulatory filing with the Securities
and Exchange Commission that a special committee assigned to
conduct an independent investigation of Biomet's stock option
grants for the period from March 1996 through May 2006 has
submitted a final report to the company's Board of Directors.

As disclosed in the company's Dec. 18, 2006 current report filing,
an analyst report has been published suggesting that certain
historical grants of stock options by Biomet took place on dates
where Biomet's stock price was trading at relatively low prices
and the filing of two shareholder derivative lawsuits alleging
improper "backdating" of stock options.

                    Special Committee's Findings

Based upon the review of an extensive collection of physical and
electronic documents, interviews of more than two dozen
individuals, and analysis of approximately 17,000 grants to
purchase approximately 17,000,000 Biomet common shares on over 500
different grant dates over the 11-year period from March 1996
through May 2006, the Special Committee made these findings:

   * The company's written stock option plans were treated by
     Company management, and the stock option committee, as
     formalities concerning the manner in which individual stock
     option grants were to be approved, resulting in a failure to
     abide by the terms of the plans;

   * The Company failed to receive appropriate legal or accounting
     advice from its former General Counsel and Chief Financial
     Officer related to its stock option program and, as a result,
     legal and accounting rules were not followed;

   * The Company failed to put in place and implement internal
     controls to manage its stock option program, including by
     failing to devote sufficient resources to the administration
     of its stock option program;

   * The Company failed to prepare and maintain appropriate books
     and records documenting the administration of its stock
     option program, specifically with regard to the approval of
     individual stock option grants;

   * Most stock options issued by Biomet were dated on dates other
     than the date of grant of those options, as that date was
     defined by the stock option plans; and

   * The Company engaged in purposeful "opportunistic" dating
     (and, therefore, pricing) of stock options.

As a result, the Special Committee said certain of the Company's
proxy statements related to the grant of stock options,
particularly to executive officers and non-employee directors,
were not accurate.

The Special Committee also reported that members of senior
management were aware of the practice of dating options on a date
other than the date on which final action regarding the option
occurred, and that certain members of senior management, namely
the Company's Chief Financial Officer and General Counsel during
the period, were or should have been aware of certain accounting
and legal ramifications, respectively, of issuing an option with
an exercise price lower than the fair market value on the date of
issuance.

The Special Committee also concluded that, based upon the
information gathered and reviewed by the Special Committee, the
misdating and mispricing of stock option awards was driven by a
desire to make the options more valuable to the employees who
received the awards and not to enrich those who managed the stock
option program, though the Company's practice also did inure to
the benefit of those who managed the stock option program.

Based on its investigation, and on its review of the plaintiffs'
claims in the derivative litigation, the Special Committee
concludes that pursuit of the claims made in the Biomet derivative
litigation is not in the best interests of the Company at this
time.

The Special Committee's conclusion is based on review and
consideration of these factors:

   -- Biomet has taken, and will take, substantial remedial steps:
      as of the date of this report, the Company already has
      corrected the administration of its stock option plans,
      installed a new Chief Executive Officer, Chief Financial
      Officer and General Counsel and secured promises from
      certain individuals to repay the Company any unjust
      enrichment they received as a result of the misdating of
      their options;

   -- The damages claims in the derivative litigation are
      uncertain: Indiana law allows the pursuit of both money
      damages and equitable relief based on the claims made in the
      derivative suits.

   -- The biggest single component of the damages claims are
      damages based on potential additional compensation expense.
      That claim is necessarily ephemeral, however.  Any
      additional compensation expense based on Biomet's
      administration of its stock option program is, at its core,
      a "non-cash" event.

   -- A damages theory based on recovery from defendants of a non-
      cash expense related to stock options that did not,
      literally, cost Biomet money would present a case of first
      impression -certainly in Indiana and perhaps anywhere in the
      country.  The novelty of a non-cash damages theory presents
      a substantial legal impediment to any damages award.

   -- Any attempt to recover damages from defendants based on the
      theory that the company would have received additional cash
      from the holders of those options upon exercise would be
      difficult to establish due to causation and evidentiary
      issues.

   -- Pursuit of the claims in the derivative litigation would be
      cost prohibitive: given the legal novelty and evidentiary
      issues related to the damages theories that underlay the
      derivative suit claims, it would entail the review and
      analysis of the hundreds of thousands of electronic and
      hard-copy documents, the deposition of scores of witnesses,
      including option recipients of the more than 17,000
      individual stock option grants over the investigated period,
      briefing legal issues of first impression and funding
      development and substantiation by expert witnesses of a
      viable damages model would cost millions of dollars;

   -- Pursuit of the claims in the derivative litigation would
      constitute a business distraction and would be de-motivating
      to employees: the fact of litigation challenging what is
      broadly perceived within Biomet as an important benefit and
      incentive provided to employees, including hourly staff,
      would likely have a substantial, de-motivating impact on
      those employees and draw dozens of Biomet employees away
      from their work for the Company;

   -- Biomet could be required to pay for both sides of any
      litigation: consistent with the Company's Articles of
      Incorporation and Bylaws, which allow the Company to advance
      litigation expenses to former and current officers,
      directors, and employees made party to any derivative
      proceeding by reason of being an officer, director or
      employee, individual non-employee directors and most
      officers would fairly argue that they were entitled to
      indemnification;

   -- The pending sale of Biomet undermines the prudence of
      pursuing the litigation: case-law in Indiana has generally
      required in this regard that a shareholder maintain an
      equity interest in the corporation throughout any derivative
      lawsuit and since a person who is no longer a shareholder in
      a company loses even any derivative interest in the well-
      being and benefit of that company, it would be imprudent and
      unfair for current shareholders to drive a major
      expense/risk for the Company, which ultimately will be born
      by the new owners post-sale; and

   -- If the transaction does not close, Biomet will continue to
      operate as a business, charged with generating value for its
      shareholders: the Company's resources (including money, time
      and corporate focus) would be better applied to that end,
      and not on pursuit of claims asserted in the derivative
      actions.

Taken together, the Special Committee noted that those factors
weigh against pursuit of the claims made in the derivative suits.
This is true even putting aside the question of whether, as a
technical matter, the named defendants in those suits might
prevail on the limitations period and other defenses the
defendants have raised to date.

                        About Biomet Inc.

Based in Warsaw, Indiana, Biomet Inc. manufactures orthopedic
implants and specializes in reconstructive devices.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
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.  The
rating outlook is negative.


BIOMET INC: Justice Department Sends Subpoena Requesting Documents
------------------------------------------------------------------
Biomet Inc. disclosed in a regulatory filing with the Securities
and Exchange Commission that it has received a subpoena from the
U.S. Department of Justice through the U.S. Attorney for the
Southern District of West Virginia requesting documents generally
relating to a limited number of products currently manufactured,
marketed, and sold by EBI, L.P. for the time period of January
1999 through the present.

The company said it intends to fully cooperate with the request of
the Department of Justice.

The company however noted that it cannot make assurances as to the
time or resources that will need to be devoted to the inquiry or
its final outcome.

Based in Warsaw, Indiana, Biomet Inc. manufactures orthopedic
implants and specializes in reconstructive devices.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
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.  The
rating outlook is negative.


CARGO CONNECTION: Posts $822,143 Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Cargo Connection Logistics Holding Inc. had $3,208,461 in total
assets, $12,948,156 in total liabilities, and $11,002,391 in total
stockholders' deficit at March 31, 2007.

The company had a working capital deficiency of about $9,526,411
as of March 31, 2007, with $1,392,053 total current assets
available to pay $10,918,464 total current liabilities.

For the three months ended March 31, 2007, net loss was $822,143
before the cumulative effect of an accounting change, compared to
a net loss of $3,191,686 for the three months ended March 31,
2006.  The decrease in the net loss of $2,369,543 before the
cumulative effect of an accounting change is primarily due to a
decrease of $1,553,667 in costs related to financial instrument
downward market price adjustments, along with a decrease of
$133,950 in financing expenses and a decrease in indirect
operating expenses of $278,390, which more than offset an increase
in direct operating expenses of $336,547, an increase in other
expenses of $109,301 and an increase in revenue of $518,806 from
operations.

Revenues from operations for the three months ended March 31, 2007
were $4,158,826, compared with $3,640,020 for the three months
ended March 31, 2006.  The $518,806 increase in revenue, which
equates to a 14.25% increase, was partially due to the direct
trucking revenue derived from new local business as well as the
addition of the General Order Warehouse business at the JFK
facility, which Cargo Connection started in June 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?204d

                      About Cargo Connection

Cargo Connection Logistics Holding Inc., formerly Championlyte
Holdings Inc., (OTC BB: CRGO.OB) -- http://www.cargocon.com/--
provides logistics solutions for global partners through its
network of branch locations and independent agents in North
America.  Its target base ranges from mid-sized to Fortune 100TM
companies.  The company operates through its network of terminals
and transportation services and predominately as a non-asset based
transportation provider of truckload and less-than-truckload
transportation services.  The company also provides logistics
services, which include U.S. Customs Bonded warehouse facilities,
container freight station operations, and a General Order
warehouse operation, which the company began to operate in the
latter part of the second quarter of 2006.

                        Going Concern Doubt

Friedman LLP in East Hanover, New Jersey, reported several
conditions that raise substantial doubt about the ability of the
company to continue as a going concern after auditing the
company's financial statements at Dec. 31, 2006.  The auditing
firm pointed to the company's losses from operations, negative
cash flows from operating activities, negative working capital and
stockholders' deficit.


CARIBOU RESOURCES: Court Extends CCAA Protection Until Tomorrow
---------------------------------------------------------------
The Alberta Court of Queen's Bench granted Caribou Resources Corp.
an extension, until Thursday midnight, May 31, 2007, of its
protection from creditors under the Companies Creditors'
Arrangement Act.  The extension provides JED Oil Inc. the
opportunity, if it chooses, to file evidence concerning its
financial ability to close the merger transaction contemplated in
its offer to Caribou dated May 23, 2007.

The Court has set 1:00 p.m., Thursday, May 31, 2007 for hearing
any further applications that may be brought in the CCAA
proceedings concerning Caribou Resources.

                          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.

                     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.

                          *     *     *

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.


CARRAWAY METHODIST: Court Confirms Chapter 11 Liquidation Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
confirmed Carraway Methodist Health Systems and its debtor-
affiliates' Amended Joint Chapter 11 Plan of Liquidation.

The Plan contemplated the distribution of the proceeds of sale to
all valid claims, as well as the creation of a trust that will
liquidate the their remaining assets, including the Med Mal Fund,
before the Plan is confirmed.

The Med Mal Fund refers to the fund established and administered
under Carraway Methodist Medical Center Contingent Liability
Management Revocable Trust Agreement dated June 30, 1976.

                            Asset Sale

As reported in the Troubled Company Reporter on April 16, 2007,
the Debtors have sold substantially all their assets to Doctors
Community Healthcare Corporation for $26.5 million.

The Debtors told the Court that Doctors Community did not assume
any of the liabilities other that its obligations to perform under
the contracts and leases assigned to Doctors; the liability of
certain accrued employee benefits; obligations under certain
provider agreements.

                        Other Source Funds

The Debtors told the Court that it has cash, securities, and other
deposits of $1.6 million in aggregate, which were the proceeds of
gifts made to the Debtors for educational and other eleemosynary
purposes.

Before the Debtors filed for bankruptcy, it disclosed a $500,000
cash deposit in favor of the Alabama Department of Industrial
Relations regarding the their status as self-insured under
the workers' compensation laws of Alabama.

Additionally, the Debtors have $400,000 in cash deposit
posted with the Unemployment Compensation Division of the
Alabama Department that provides for payment of post-petition
unemployment compensation claims to the unsecured creditors.

                       Treatment of Claims

Under the Plan, Administrative and Priority Claims will be paid
in full in cash from the Administrative and Priority Reserve.
The Debtor will transfer to Bradley Arant Rose & White LLP the
portion of the carveout allocable.  Remaining balance, if any,
will be transferred to the representative of the Unsecured
Creditors Distribution.

Assumed Cost Report Claims holders will retain their legal,
equitable, and contractual right with respect to their claim.

Each holder of Other Priority Claims will be paid in cash on the
Plan's effective date from the Administrative and Priority Claim
Reserve.

Lenders Claim will receive a pro rata share, in accordance with
the Intercreditor Agreement.

Holders of Other Secured Claims will receive, to the extent
possible, the collateral securing its claim.  Otherwise, the
collateral securing the claim without warranty, or cash equal
to the amount from the net proceeds of the collateral.

Holders of Unsecured Claims will receive their pro rata share of
the dividend on the initial distribution date.

Each Holder of Med Mal Claims will be paid from the Med Mal Fund
in accordance with the Med Mal Trust.  All parties in interest
will reserve all rights and interests.  Med Mal Claims will be
liquidated set forth in the procedure under the Plan.  Claims not
paid, if any, due to insufficient Med Mal Fund will be treated as
Punitive Damages Claims.

Punitive Damages Claims will be paid in full after all valid
claims have been paid.

Holder of Equity Interests will not receive any distribution under
the Plan.

A full-text copy of Carraway Methodist's Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=070413012120

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a teaching hospital, referral center and acute care hospital
that serves Birmingham and north central Alabama.  The Company and
its affiliates filed for chapter 11 protection on Sept. 18, 2006
(Bankr. N.D. Ala. Case No. 06-03501).  Christopher L. Hawkins,
Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at Bradley
Arant Rose & White LLP, represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets between $10 million and $50 million and estimated debts of
more than $100 million.


CNET NETWORKS: Appoints PricewaterhouseCoopers LLP as New Auditor
-----------------------------------------------------------------
CNET Networks Inc. disclosed that PricewaterhouseCoopers LLP has
accepted an appointment as the company's independent registered
public accounting firm to audit CNET's financial statements for
the year ending Dec. 31, 2007, and succeeding periods.  PwC will
also review the company's interim financial statements beginning
with the financial statements for the quarter ending June 30,
2007.

As disclosed on May 2, 2007, the audit committee of CNET's Board
of Directors recommended appointing PwC as the company's
independent registered public accounting firm to audit the
company's annual report for 2007 and to review the company's
interim report for the quarter ending June 30, 2007.  The
appointment of PwC was dependent upon the firm's satisfactory
completion of certain customary pre-client acceptance procedures.

During the two fiscal years ended Dec. 31, 2006, and the
subsequent interim period through May 23, 2007, neither the
company, nor anyone on the company's behalf, consulted with PwC
regarding:

(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the
company's financial statements, nor did PwC provide
written or oral advice to the company that PwC
concluded was an important factor considered by the
company in reaching a decision as to the accounting,
auditing or financial reporting issue; or

(ii) (ii) any matter that was either the subject of a
"disagreement" as defined in Regulation S-K
Item304(a)(1)(iv) and the related instructions), or a
"reportable event" as defined in Item304(a)(1)(v) of
Regulation S-K).

                     About CNET Networks Inc.

Headquartered in San Francisco, Calif., CNET Networks Inc.
(Nasdaq: CNET) -- http://www.cnetnetworks.com/-- is an
interactive media company that builds brands for people and the
things they are passionate about, such as gaming, music,
entertainment, technology, business, food, and parenting.   The
company's leading brands include CNET, GameSpot, TV.com, MP3.com,
Webshots, CHOW, ZDNet and TechRepublic.  Founded in 1993, CNET
Networks has a strong presence in the US, Asia and Europe
including Russia, Germany, Switzerland, France and the United
Kingdom.

                          *     *     *

Standard & Poor's Ratings Services lowered its ratings on CNET
Networks Inc., including lowering the corporate credit rating to
'CCC+' from 'B', and placed the ratings on CreditWatch with
developing implications.


COSTA ENERGY: Posts $1.35 Million Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
COSTA Energy Inc. reported a net loss of $1.35 million on $466,472
of net revenues for the quarter ended March 31, 2007, compared to
a net loss of $452,838 on net revenues of $405,931 for the same
prior year period.

The company said its net loss is primarily due to a ceiling test
impairment of $1.08 million as a result of the lack of economic
production at Macoun, in the southeast Saskatchewan province of
Canada.  COSTA had a deficit of $8.12 million and a working
capital deficiency of $2.75 million -- including $883,000
principal amount of subordinated debentures -- at the end of the
first quarter of 2007.  The company is currently in default on its
banking covenants and continues to discuss these financial
challenges with its bank.

The company has reduced its G&A, restricted its capital program
and is looking at a combination of property sales and/or other
financings to address these issues.

                          2007 Activity

The company's gas production and revenue, was reduced in the first
quarter by processing restrictions at Alderson while a new
pipeline was built to alternate facilities.  A Cardium oil well at
Pembina has been refraced and has been successful in increasing
production.  Further testing is required to determine if five
offsetting wells can be economically refraced.

The company has drilled a horizontal well at Macoun.  After the
initial production tests, a workover has been proposed
to attempt to reduce the water and increase the oil production.

                          2007 Outlook

For 2007, the company has planned a cautious capital program of
drilling and recompletions.  Three infill shallow gas wells at
Alderson and a shallow Colony gas well north of Edmonton are
planned in the third quarter.  The company will evaluate the sale
of fully developed properties, and the sale or farm-out of
properties that are not consistent with the company's current
conservative risk profile.

                        About COSTA Energy

COSTA Energy Inc. (TSX Venture Exchange: COE) --
http://www.costaenergy.com/-- is a Calgary based junior oil and
gas company, which explores for, develops, produces, and sells
crude oil, natural gas liquids and natural gas in Alberta, British
Columbia and Saskatchewan.

                          *     *     *

In the going concern paragraphs of its financial statements for
the quarter ended March 31, 2007, the company raised substantial
doubt about its ability to continue as a going concern.  It
pointed to its net loss of $1,352,427 for the first quarter of
2007, its working capital deficit of $2,745,838 at March 31, 2007,
and defaults on its banking covenants.

The company said its ability to continue as a going concern is
dependent upon its ability to achieve profitable operations,
continued support of the bank and its other creditors, and a
combination of additional financing and/or property sales.


DILLARD'S INC: Earns $42.9 Million in First Quarter Ended May 5
---------------------------------------------------------------
Dillard's Inc. reported that for the 13 weeks ended May 5, 2007,
its net income was $42.9 million, as compared with net income of
$61.3 million for the 13 weeks ended April 29, 2006.  Included in
net income for the 13 weeks ended May 5, 2007, is a pretax
$4.1 million hurricane recovery gain, or $2.6 million after tax.

Net sales for the 13 weeks ended May 5, 2007, and April 29, 2006,
were flat at $1.8 billion.  Total net sales declined 4% during the
13-week period. Sales in comparable stores declined 5%.

As of May 5, 2007, the company posted $5.6 billion total assets,
$3 billion total liabilities, and $2.6 billion total stockholders'
equity.  The company had $137.9 million in cash and cash
equivalents at May 5, 2007, as compared with $301.7 million at
April 29, 2006.

                    First Quarter 2008 Results

During the 13 weeks ended May 5, 2007, net sales were strongest in
the Western region, where performance exceeded the Company's total
trend for the period. Net sales were slightly above trend in the
Eastern region and slightly below trend in the Central region.

Net sales of shoes significantly outperformed the average company
performance trend during the 13 weeks ended May 5, 2007.  Sales of
juniors' and children's clothing declined significantly more than
trend during the period.

Cost of sales as a percentage of sales decreased to 63.9% during
the 13 weeks ended May 5, 2007, compared to 64.3% for the 13 weeks
ended April 29, 2006, resulting in gross margin improvement of 40
basis points of sales. The improvement was primarily driven by a
$4.1 million hurricane recovery gain, or $2.6 million after tax,
related to recovery of merchandise losses incurred during the fall
2005 hurricane season and decreased markdowns in comparison to the
first quarter of 2006.

Inventory declined 1% as of May 5, 2007, on both total and
comparable store comparisons to April 29, 2006.

Advertising, selling, administrative and general expenses were
$499.4 million and $494.6 million during the 13 weeks ended May 5,
2007, and April 29, 2006, respectively. Increases in payroll and
services purchased were partially offset by decreased advertising
expenses resulting in a net increase in SG&A expenses of
$4.8 million for the period.

Net interest and debt expense declined $2.9 million for the 13
weeks ended May 5, 2007, compared to the 13 weeks ended April 29,
2006, as a result of lower debt levels.  Interest and debt expense
was $20.7 million and $23.6 million during the 13 weeks ended
May 5, 2007, and April 29, 2006, respectively.

As of May 5, 2007, letters of credit totaling $72.3 million were
outstanding under the company's $1.2 billion revolving credit
facility. During the 13 weeks ended May 5, 2007, the company
amended and extended its revolving credit facility an additional
year to expire on Dec. 12, 2012.

During the 13 weeks ended May 5, 2007, the company closed its
156,000 square feet-location at Shively Center in Louisville,
Kentucky.  Additionally, the company announced the upcoming
closure of its Midway Mall, a 158,000 square feet-location in
Elyria, Ohio.  The Midway Mall store is expected to close during
the second quarter of 2007.

                       About Dillard's Inc.

Headquartered in Little Rock, Arkansas, Dillards Inc. (NYSE: DDS)
-- http://www.dillards.com/-- is a fashion apparel and home
furnishing retailers.  As of May 5, 2007, the company operated
328 Dillard's locations, spanning 29 states.  Dillard's stores
offer a broad selection of merchandise, including products sourced
and marketed under Dillard's exclusive brand names.

                          *     *     *

As reported in the Troubled Company Reporter on April 18, 2007,
Fitch Ratings has upgraded Dillard's Inc. ratings including the
company's Issuer Default Rating to 'BB' from 'BB-'; Senior Notes
to 'BB' from 'BB-'; and Capital Securities to 'B' from 'B-'.

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


FORD MOTOR: In Informal Talks with BMW on Sale of Volvo
-------------------------------------------------------
Ford Motor Company is considering the sale of its Swedish car
producer Volvo to German car maker BMW, sources of The Financial
Times and The Goteborgs Posten Daily said.

"We cannot comment on speculation, this is a question for our
owner," a spokeswoman for Volvo cars said.

According to various reports, Volvo, together with Jaguar and Land
Rover, has been part of Ford's luxury lineup, which lost
$327 million in 2006.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

                          *     *     *

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

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

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


GAMESTOP CORP: Earns $24.7 Million in First Quarter Ended May 5
---------------------------------------------------------------
GameStop Corp. disclosed financial results for the first quarter
ended May 5, 2007.  GameStop's net earnings were $24.7 million for
the first quarter of 2007, including debt retirement costs of $6.7
million, or $4.2 million, net of tax benefits, a 111% increase
over net earnings of $11.7 million for the first quarter of 2006.

Total company sales increased 23% to $1.3 billion in comparison to
$1 billion in the prior year quarter.  Comparable store sales
increased 15.3% during the first quarter, also beating previously
released guidance of 12% to 14%.  Hardware sales grew 75.1% in the
first quarter, driven by overwhelming demand for Nintendo's Wii
and DS Lite systems, and strong sales of Microsoft's Xbox 360 and
Sony's PS3.

As of May 5, 2007, the company's balance sheet showed total assets
of $3.2 billion, total liabilities of $1.7 billion, and total
stockholders' equity of $1.5 billion.

The company held $307.3 million in cash and cash equivalents at
May 5, 2007, as compared with $224.9 million at April 29, 2006.

R. Richard Fontaine, GameStop's chairman and chief executive
officer, stated, "Our first quarter results were driven by the
strong growth of next generation hardware despite both Nintendo
products, the Wii and DS Lite, being in short supply throughout
the quarter.  Our business is benefiting from unmatched platform
expansion.  For much of the quarter, seven different platforms
were represented among our top 25 best sellers. Not only was this
unprecedented, but there is every indication that the Wii and DS
Lite titles are attracting a new audience of gamers, while the
allure of genre breakthrough titles like Guitar Hero II are
expanding the audience for video game product.

"The quarter also reflected strong operational control and
efficiencies. Our operating margins increased by 100 basis points
even in the face of lower gross margins due to the very strong
sale of lower margin hardware. SG&A expenses decreased by 260
basis points due to the excellent expense leveraging of our
increasing sales, continued distribution efficiencies as a result
of our synergies from the EB Games merger, and an improved system
of in-store scheduling.

"I am also happy to announce that during the first quarter
GameStop was added to the Fortune 500 list of largest U.S.
corporations," concluded Fontaine.

The top selling video games during the quarter were Nintendo's
POKEMON DIAMOND and PEARL, Sony's GOD OF WAR II, Activision's
GUITAR HERO II, Microsoft's CRACKDOWN, and Ubisoft's GHOST RECON:
ADVANCED WARFIGHTER 2.

The company had a Class B share conversion and two-for-one stock
split subsequent to Feb. 3, 2007.

                         Updated Guidance

For the second quarter of fiscal 2007, the company expects
comparable store sales to range from +16% to +18%.

                        About GameStop Corp.

Headquartered in Grapevine, Texas, GameStop Corp. (NYSE: GME)
-- http://www.gamestop.com/-- sells video games.  The company
operates 4,778 retail stores throughout the United States,
Austria, Australia, Canada, Denmark, Finland, Germany, Italy,
Ireland, New Zealand, Norway, Puerto Rico, Spain, Sweden,
Switzerland and the United Kingdom.  The company also owns
commerce-enabled Web properties, GameStop.com and ebgames.com, and
Game Informer(R) magazine, a leading video and computer game
publication.  GameStop sells the most popular new software,
hardware and game accessories for the PC and next generation video
game systems from Sony, Nintendo, and Microsoft.  In addition, the
company sells computer and video game magazines and strategy
guides, action figures, and other related merchandise.

                          *     *     *

As reported in the Troubled Company Reporter on May 22, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on GameStop Corp. to 'BB-' from
'B+'.  At the same time, the ratings on the $475 million fixed-
rate and the $475 million floating-rate notes were also changed to
'BB-'.

The rating change is based on the company's successful integration
of EB Games, strengthened cash flow protection measures, and
continued debt reduction.  The outlook is positive.


GENERAL MOTORS: Ups Convertible Securities Offering to $1.3 Bil.
----------------------------------------------------------------
General Motors has priced its convertible securities offering.
The size of the offering was increased to $1.3 billion from
$1.1 billion due to a favorable response from the market.   In
connection with the offering, GM also has granted the underwriters
an over-allotment option to purchase up to $195 million aggregate
principal amount of additional notes.

Interest on the notes will be paid semiannually on June 1 and
Dec. 1 of each year at a rate of 1.50%  per year.  Upon the
occurrence of certain events, the notes will be convertible by
holders based on an initial conversion rate of approximately
0.68 shares of common stock per $25 principal amount of notes,
which is equivalent to an initial conversion price of
approximately $36.57 per share.  This initial conversion price
represents a premium of approximately 20% relative to the last
reported sale price on May 24, 2007,  of GM's common stock of
$30.47.

In connection with this offering, GM entered into capped call
transactions with affiliates of the underwriters of the offering.
The capped call transactions are expected to reduce the potential
dilution upon conversion of the notes and effectively increase the
conversion premium to 50% higher than last reported sale price of
GM's common stock.  This is equivalent to an effective conversion
price of $45.71 per share.

The net proceeds to GM from this offering will be approximately
$1.2 billion including the cost of the capped call transaction but
excluding any proceeds attributable to the underwriters' possible
exercise of their over-allotment option.

The notes mature on June 1, 2009, and the offering is expected to
close on May 31, 2007, subject to customary closing conditions.
The joint-book running managers for the offering are Citi,
Deutsche Bank Securities and Goldman, Sachs & Co.

GM has filed a registration statement, including a prospectus,
with the SEC for the offering.

The prospectus are available by calling Citi at 1-800-831-9146,
Deutsche Bank Securities at 1-800-503-4611or Goldman, Sachs & Co.
at 1-866-471-2526.

Headquartered in Detroit, GM General Motors Corp. (NYSE: GM) --
http://www.gm.com/-- was  founded in 1908, GM employs about
280,000 people around the world.  With global manufactures its
cars and trucks in 33 countries.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service 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.


GENERAL MOTORS: Discloses Appointment of New Management
-------------------------------------------------------
General Motors' chairman and CEO Rick Wagoner disclosed a series
of management appointments affecting GM's global product
development organization and regional leadership.

The new leaders consisted:

   * Denny Mooney, 50, currently chairman and managing director of
GM Holden Ltd. in Port Melbourne, Australia, has been named vice
president, global vehicle systems and integration, effective
August 1.  Mooney will oversee the implementation of best
practices for GM's global engineering organization and work with
regional engineering leaders to better leverage the benefits of
GM's global vehicle development system.  He will report to Jim
Queen, GM group vice president, global engineering.

   * Chris Gubbey will become chairman and managing director of GM
Holden Ltd, effective July 1.  Mr. Gubbey, 51, is currently
executive vice president, Shanghai GM.  In his new role, he will
report to Nick Reilly, GM group vice president and president, GM
Asia Pacific.

   * Bob Socia, 53, currently president and managing director, GM
South Africa, will become executive vice president, Shanghai GM,
effective July 1.  He will report to Kevin Wale, president and
managing director, GM China Group.

   * Steve Koch, currently GM Latin America, Africa and Middle
East vice president and regional director, Africa and Middle East
Operations, will become GM LAAM vice president, African Operations
and president and managing director, GM South Africa.  Mr. Koch,
55, will report to Maureen Kempston Darkes, GM group vice
president and president, GM Latin America, Africa and Middle East.
The appointment is effective July 1.

   * Terry Johnsson, 46, currently regional sales and marketing
director, Middle East Operations, will become GM LAAM vice
president, Middle East Operations, effective June 1.  Johnsson
will also report to Maureen Kempston Darkes.

"GM's global product development organization and strong regional
management have contributed to record sales in three of four
regions and to improved performance in North America," said Mr.
Wagoner.  "In their new positions, these leaders will play key
roles in continuing the momentum and helping to meet the specific
demands of customers in each region."

Headquartered in Detroit, General Motors Corp. (NYSE: GM) --
http://www.gm.com/-- founded in 1908, GM employs about 280,000
people around the world.  With global, GM manufactures its cars
and trucks in 33 countries. In 2006, nearly 9.1 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall. GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service 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.


HALO TECHNOLOGY: March 31 Balance Sheet Upside-Down by $5,899,924
-----------------------------------------------------------------
Halo Technology Holdings Inc. had $47,344,373 total assets,
$45,494,297 total liabilities, $7,750,00 mandatory redeemable
series D preferred stock, and $5,899,924 total stockholders'
deficit at March 31, 2007.

The company's March 31 balance sheet also showed strained
liquidity with $25,549,294 in total current assets and $40,159,089
in total current liabilities.

For the third quarter ended March 31, 2007, the company recorded
$3,940,380 total revenues, consisting of $896,130 license revenues
and $3,044,250 service revenues.  It had $2,942,278 total revenues
in the comparable quarter a year earlier.  The increase in
revenues in the third quarter 2007 was primarily due to a
$1,200,000 increase in revenue from Process, David, and Profitkey,
offset by a $153,000 decrease in Kenosia.

The company incurred a net loss of $4,008,116 for the third
quarter 2007, as compared with $1,781,254 for the third quarter
2006.

                  Liquidity and Capital Resources

For the nine months ended March 31, 2007, cash used in continuing
operations was about $4.3 million.  Cash and cash equivalents at
March 31, 2007, were $848,628.

The company acquired cash of $623,000 through the acquisition of
Tenebril.  The company also received $6.1 million from the sale of
Gupta, and $1,900,000 from issuances of subordinated notes and
short-term loans. About $6,500,000 was used to repay the principal
portion of the outstanding senior debt. About $2,400,000 was also
provided by the discontinued operations of Empagio and Gupta.

A full-text copy of the company's third quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2051

                       About Halo Technology

Greenwich, Conn.-based Halo Technology Holdings Inc. (OTCBB:
HTHO) -- http://www.haloholdings.com/-- fka Warp Technology
Holdings Inc., is a holding company whose subsidiaries operate
enterprise software and information technology businesses.  Halo's
existing subsidiaries are Gupta Technologies, LLC; Warp Solutions,
Inc.; Kenosia Corporation; Tesseract Corporation; DAVID
Corporation; Process Software; ProfitKey International; Empagio;
and ECI.


HUB INTERNATIONAL: John Graham Resigns as VP and CEO
----------------------------------------------------
Hub Internatioanl Limited reported that John P. Graham, its vice
president and chief financial officer, will resign after the
proposed plan of arrangement is completed, under which the company
will be acquired by funds advised by Apax Partners L.P. and Apax
Partners Worldwide LLP, together with Morgan Stanley Principal
Investments Inc.

The company said that it expect to complete the plan in mid-June
2007 and Mr. Graham will continue serve as its principal financial
officer and accounting officer, until a successor is appoint.

Chicago, Ill.-based Hub International Limited (NYSE: HBG)(TSX:
HBG) -- http://ir.hubinternational.com/-- a North American
insurance brokerage, provides property and casualty, reinsurance,
life and health, employee benefits, investment and risk management
products and services through offices located in the United States
and Canada.

                          *    *    *

As reported in the Troubled Company Reporter on, May 24, 2007,
Moody's Investors Service assigned a B3 corporate family rating
to Hub International Limited.


HUB INTERNATIONAL: John Graham to Resign After Plan is Completed
----------------------------------------------------------------
Hub International Limited disclosed that John P. Graham, its vice
president and chief financial officer, will resign after the
proposed plan of arrangement is completed, under which the company
will be acquired by funds advised by Apax Partners L.P. and Apax
Partners Worldwide LLP, together with Morgan Stanley Principal
Investments Inc.

The company said that it expect to complete the plan in mid-June
2007 and Mr. Graham will continue serve as its principal financial
officer and accounting officer, until a successor is appoint.

                       About Hub International

Chicago, Ill.-based Hub International Limited (NYSE: HBG)(TSX:
HBG) -- http://ir.hubinternational.com/-- a North American
insurance brokerage, provides property and casualty, reinsurance,
life and health, employee benefits, investment and risk management
products and services through offices located in the United States
and Canada.

                          *    *    *

As reported in the Troubled Company Reporter on, May 24, 2007,
Moody's Investors Service assigned a B3 corporate family rating
to Hub International Limited.


INT'L MGT: Hires Auction Management as Trustee's Auctioneer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized William F. Perkins, the chapter 11 trustee appointed in
the bankruptcy cases of International Management Associates LLC
and its debtor-affiliates, to employ Auction Management
Corp. as auctioneer.

As reported in the Troubled Company Reporter on July 25, 2006,
the Trustee needs Auction Management's assistance in auctioning
certain of the Debtors' personal property in the Greater Atlanta
area.

Under Auction Management's employment terms, the Firm will be
compensated in this manner:

   a) With respect to sales of Atlanta Assets, the Firm will be
      paid a commission of 5% of the aggregate bid amount, plus
      the Firm will collect and retain the 10% buyer's premium
      added to all winning bids on the Atlanta Assets.

   b) In addition, the Firm has agreed to advance a $26,173
      marketing budget to be used to market the Atlanta Assets,
      with the marketing budget to be reimbursed to the Firm out
      of sales proceeds realized through the sale of Atlanta
      Assets.

The Trustee told the Court that Auction Management's engagement
will:

   -- not require an initial financial outlay from the Debtors'
      estates;

   -- be compensated solely out of sales proceeds the Trustee
      believes will be augmented as a result of the Firm's
      efforts; and

   -- allow the Trustee to market the Atlanta Assets without
      having to make initial provisions for a marketing budget.

To the best of the Trustee's knowledge, Auction Management does
not hold or represent an interest adverse to the Debtors' estates
and is a "disinterested person" under Sec. 101(14) of the
Bankruptcy Code.

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


ISOTIS S.A.: Posts $3.4 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
IsoTis reported a net loss of $3.4 million on total revenues of
$10 million for the first quarter ended March 31, 2007, compared
with a net loss of $3.8 million on total revenues of $9.8 million
for the same period ended March 31, 2006.

Results for the quarter ended March 31, 2006, included a foreign
exchange loss of $1.4 million as a result of U.S. dollar cash
deposits held by the company's European subsidiaries in The
Netherlands and Switzerland and a U.S. dollar denominated
intercompany receivable held in the company's Swiss entity.

The increase in total revenue for the first quarter ended
March 31, 2007, was driven by increased product sales in the
company's U.S. independent and private label distribution
channels.

Cost of sales increased to $4 million in the current quarter from
$3.7 million in the prior period quarter primarily as a result of
increased product sales.

General and administrative expenses increased to $3.4 million from
$2.6 million in 2006 primarily due to $1.6 million of costs
related to the reorganization associated with the exchange offer
between the company and its parent Isotis Inc., and the filing of
Form S-1 at the end of January 2007.  Additionally, the company
recorded a restructuring charge of $600,000 for the remaining
rental obligation for the Dutch facility, which is no longer in
use.

Sales and Marketing expense increased $194,000 to $4.5 million
in the quarter ended March 31, 2007, compared to 2006.  This was
primarily attributable to an expansion of the orthobiologic
specialist team from 8 employees as of March 31, 2006, to 12 as of
March 31, 2007, and from increased revenue in the company's
independent distributor agent network, which resulted in higher
commission expense.

Research and development expense decreased $170,000 to
$1.5 million.  This was primarily attributable to the expiration
of the collaboration agreement with Twente University in the
fourth quarter of 2006.

Interest expense increased 342% to $124,461 in the quarter ended
March 31, 2007, compared to March 31, 2006.  The increase was due
primarily to borrowings on the line of credit with Silicon Valley
Bank.

At March 31, 2007, the company's balance sheet showed
$69.9 million in total assets, $24.9 million in total liabilities,
and $45 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?205c

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 21, 2007,
Ernst & Young LLP, in Orange County, Calif., expressed substantial
doubt about IsoTis S.A.'s ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006 and 2005.

The auditing firm pointed to the company's history of recurring
losses from operations, cash flow deficits and insufficient
financial resources to fund operations beyond the third quarter of
2007.  In addition, the auditing firm reported that the company
did not comply with a certain loan covenant during 2006, and may
not be able to comply with the covenant in future periods.

Net cash used in operating activities for the three months ended
March 31, 2007, was $3.9 million, primarily due to the net loss of
$3.4 million, compared with net cash used in operating activities
of $2 million for the quarter ended March 31, 2006.

              Loan Covenant with Silicon Valley Bank

On Aug. 31, 2006, IsoTis OrthoBiologics Inc., a subsidiary of the
company, entered into a loan and security agreement with Silicon
Valley Bank.  The Loan Agreement provides for a revolving credit
facility in the principal amount of up to $5 million, which
includes a $1 million term loan and a $4 million revolving credit
facility.

The Loan Agreement contains tangible net worth covenants with
which IsoTis OrthoBiologics Inc. was not in compliance at Dec. 31,
2006.  Effective April 11, 2007, IsoTis OrthoBiologics Inc.
executed a limited waiver and amendment to the Loan Agreement,
which provides for a waiver of noncompliance at Dec. 31, 2006.
IsoTis OrthoBiologics Inc. was in compliance with the tangible net
worth covenants at March 31, 2007.

                         About IsoTis S.A.

Headquartered in Lausanne, Switzerland, IsoTis S.A. (Other OTC:
ISTSF.PK) -- http://www.isotis.com/ -- manufactures, markets and
sells a range of innovative bone graft substitutes and other
related medical devices that are used to enhance the repair and
regeneration of bone in spinal and trauma surgery, total joint
replacements and dental applications.  The company operates
in the Netherlands, Switzerland and the United States.


LEBARON DRYWALL: Court Okays Erik Leroy as Co-Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska gave
LeBaron Drywall Inc. permission to employ Erik J. Leroy, Esq.,
as its co-counsel.

Mr. Leroy is expected to:

     a. resolve issues concerning the rights of secured, priority
        and unsecured creditors;

     b.  provide postpetition financing, asset sales, use of cash
         collateral, and other matters affecting the estate;

     c. pursue causes of action where appropriate;

     d. prepare and obtain court approval of a disclosure
        statement and plan of reorganization; and

     e. assist the Debtor on other matters relative to the
        administration of this estate and the reorganization of
        the Debtor.

The Debtor has agreed to pay Mr. Leroy $190 per hour for his
services.

Mr. Leroy assured the Court that he does not hold any interest
adverse to the Debtor and is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Anchorage, Alaska, LeBaron Drywall, Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


LEBARON DRYWALL: Taps Vanguard Real as Real Estate Broker
---------------------------------------------------------
LeBaron Drywall Inc. asks the United States Bankruptcy Court for
the District of Alaska for permission to employ Vanguard Real
Estate LLC as its real estate broker.

The firm will sell the Debtor's property in Terraces Subdivision
in Anchorage.

The Debtor will pay the firm a 2-1/2% commission upon sale of
all or portion of its property if and only if the property is
purchased by Merit Homes Inc. else no commission will be paid
to the firm.

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

Mr. DeSchweinitz can be reached at:

     William DeSchweinitz
     Vanguard RealEstate LLC
     1805 Academy Dr
     Anchorage, AK 99507-5391
     Tel: (907) 522-7000

Headquartered in Anchorage, Alaska, LeBaron Drywall, Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $18,955,000.


LIQUIDMETAL TECHNOLOGIES: Earns $517,000 in Quarter Ended March 31
------------------------------------------------------------------
Liquidmetal Technologies Inc. reported net income of $517,000 on
revenue of $5,067,000 for the first quarter ended March 31, 2007,
compared with a net loss of $6,049,000 on revenue of $6,555,000
for the same period a year ago.

The net income in the first quarter of 2007 includes a
$3.7 million gain from changes in value of warrants and a
$4.3 million gain in value of conversion feature, which offset the
decrease in revenue and a $1.1 million increase in cost of sales.

The revenue decrease consisted of a decrease of $1.8 million from
the sales and prototyping of parts manufactured from bulk
Liquidmetal alloys to consumer electronics customers as a result
of decreased demand from electronic casings applications, offset
by an increase of $300,000 from sales of coatings products as a
result of increase in demand from oil drilling applications.

Cost of sales increased to $6.4 million, or 127% of revenue, for
the three months ended March 31, 2007 from $5.3 million, or 81% of
revenue, for the three months ended March 31, 2006.  The increase
was a result of decreases in bulk Liquidmetal alloy business.

Change in value of warrants increased to a gain of $3.7 million,
or 73% of revenue, for the three months ended March 31, 2007, from
a loss of $1.3 million, or 20% of revenue, for the three months
ended March 31, 2006.  The change in value of warrants consisted
of warrants issued from convertible notes and subordinated notes
funded between 2004 and 2007 primarily as a result of fluctuations
in stock price.

Change in the value of the conversion feature liability from the
senior convertible debt funded in March 2004 and exchanged in
August 2004, August 2005 and January 2007 resulted in a change in
value of conversion feature gain of $4.3 million, or 86% of
revenue, during the three months ended March 31, 2007, from a loss
of $1.8 million or 27% of revenue, for the three months ended
March 31, 2006, primarily as a result of fluctuations in stock
price.

Interest expense was $2.8 million, or 55% of revenue, for the
three months ended March 31, 2007 and was $1.8 million, or 27% of
revenue, for the three months ended March 31, 2006.  The increase
was primarily due to higher debt balance, increased debt discount
amortization, increases in fees from borrowings made under the
April 2005 factoring, loan, and security agreement, and interest
costs accrued for late filing penalties during the three months
ended March 31, 2007.

At March 31, 2007, the company's balance sheet showed $25,375,000
in total assets and $34,697,000 in total liabilities, resulting in
a $9,322,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $11,643,000 in total current assets
available to pay $27,709,000 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?2043

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
Choi, Kim & Park LLP, in Los Angeles, expressed substantial doubt
about Liquidmetal Technologies 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 significant operating losses and working
capital deficit.

The company has experienced losses from continuing operations
during the last three fiscal years and has an accumulated deficit
of $148,530,000 as of March 31, 2007.  Cash used for operations
for the three months ended March 31, 2007, was $5,445,000 and cash
flow from operations will likely be negative throughout fiscal
year 2007.  As of March 31, 2007, the company's principal sources
of liquidity are $2,937,000 of cash and $3,086,000 of trade
accounts receivable.

                        About Liquidmetal

Headquartered in Rancho Santa Margarita, Calif., Liquidmetal
Technologies Inc. (OTC BB: LQMT.OB) -- http://www.liquidmetal.com/
-- is a materials technology company that develops and
commercializes products made from amorphous alloys.  The company's
Liquidmetal(R) family of alloys consists of a variety of coatings,
powders, bulk alloys, and composites that utilize the advantages
offered by amorphous alloy technology.


MYLAN LABS: Posts $71.3 Million Net Loss in Qtr Ended March 31
--------------------------------------------------------------
Mylan Laboratories Inc. reported a net loss of $71.3 million for
the fourth quarter ended March 31, 2007, as a result of purchase
accounting adjustments for the Matrix acquisition which included
the write-off of $147 million of acquired in- process research and
development, which is recorded without tax effect.  This compares
with net income of $57.6 million reported for the fourth quarter
of fiscal 2006.

Mylan's total revenues for the fourth quarter of fiscal 2007 were
$487.3 million, including $79.4 million of third party sales
contributed by Matrix.  This compares with total revenues of
$315.8 million for the fourth quarter of fiscal 2006.

For the fiscal year, total revenues were $1.61 billion, a 28%
increase over total revenues of $1.26 billion in the prior fiscal
year.  Net earnings for the current year were $217.3 million,
which includes a net gain of $50.1 million from the settlement of
certain litigation.  Net earnings for fiscal 2006 were
$184.5 million, which includes a loss of $12.4 million with
respect to a contingent legal liability.

Robert J. Coury, Mylan's vice chairman and chief executive officer
commented: "Fiscal 2007 was truly a historic year for Mylan on
many fronts.  Even with the deferral of the revenue related to
substantially all of our fiscal 2007 amlodipine launch quantities
into fiscal 2008, we once again exceeded the top end of the third
upward revision to our fiscal 2007 guidance.

At the same time we were generating these record breaking results
we also achieved the first major step in our global expansion with
the successful acquisition and integration of Matrix Laboratories.
Most importantly, all of our success in fiscal 2007 positioned us
to transform the global generic pharmaceutical industry with the
acquisition of Merck Generics which will establish Mylan as a
global generic and specialty pharmaceutical industry leader well
positioned to deliver even greater long term growth which will
substantially enhance shareholder value."

On May 12, 2007, Mylan and Merck KGaA announced the signing of a
definitive agreement under which Mylan will acquire Merck's
generics business for EUR4.9 billion euros in an all-cash
transaction.  The transaction remains subject to regulatory review
in relevant jurisdictions and certain other customary closing
conditions, and is expected to close in the second half of
calendar 2007.

Net revenues for the fourth quarter increased $167.9 million or
53% to $483.7 million from $315.8 million in the same prior year
period.  Products launched subsequent to April 1, 2006,
contributed revenues of $42.8 million, primarily due to the launch
of oxybutynin in the company's third quarter.  Additionally,
Mylan's fentanyl transdermal system continues to be the only AB-
rated generic alternative on the market and accounted for over 14%
of fourth quarter net revenues while continuing to be a key growth
driver for both net revenues and gross profit.

The company completed its acquisition of a majority interest in
Matrix Laboratories Limited on Jan. 8, 2007, and began
consolidating Matrix's results of operations from that date.  In
line with the company's expectations, excluding certain non-cash
charges related to the transaction (e.g. write-off of in-process
research and development, amortization of intangible assets and
inventory step-up) but including the impact of financing related
to the acquisition, the impact of Matrix on the consolidated
financial results was not significant.

Gross profit for the fourth quarter was $234.8 million, an
increase of $74.1 million or 46% from the same prior year period,
while gross margins decreased from 49.5% to 48.2%.  This decrease
was primarily due to purchase accounting adjustments recorded in
the fourth quarter of approximately $16.6 million, which consisted
of incremental amortization related to the intangible assets and
the inventory step-up associated with the Matrix acquisition.
Excluding such items, gross margins were 51.5%.  The increase over
the prior year was due to the contribution from fentanyl and
oxybutynin.

The company reported a loss from operations of $7.8 million for
the three months ended March 31, 2007, a decrease of $99.6 million
from the same prior year period.  Excluding purchase accounting
adjustments of approximately $16.6 million and the $147 million
one-time charge to write-off acquired in-process research and
development, earnings from operations would have been
$155.8 million, an increase of $64 million from the prior year.
This is the result of the increase in gross profit, partially
offset by higher operating expenses.

Other income for the fourth quarter of fiscal 2007 was
$10.4 million compared to $4.1 million in the same prior year
period.  Interest expense was $21 million, an increase of 79% from
the prior year as a result of additional financing incurred with
respect to the Matrix acquisition in January 2007 and the issuance
of $600 million in convertible notes.

At March 31, 2007, the company's balance sheet showed
$4.25 billion in total assets, $2.56 billion in total liabilities,
$43.2 million in minority interest, and $1.65 billion in total
stockholders' equity.

                     About Mylan Laboratories

Mylan Laboratories Inc. (NYSE: MYL) -- http://www.mylan.com/-- is
a global pharmaceutical company with market leading positions in
generic pharmaceuticals, transdermal technology and unit dose
packaged products.  Mylan operates through three principal
subsidiaries: Mylan Pharmaceuticals, a world leader in generic
pharmaceuticals; Mylan Technologies, the largest producer of
generic and branded transdermal patches for the U.S. market; and
UDL Laboratories, the top U.S.-supplier of unit dose
pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories, one
of the world's premier suppliers of active pharmaceutical
ingredients.  Mylan also has a European platform through
Docpharma, a Matrix subsidiary, which is a marketer of branded
generics in Europe.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service placed the ratings of Mylan Laboratories
Inc. under review for possible downgrade.  Ratings placed under
review for possible downgrade include Mylan Laboratories Inc.'s
'Ba1' Corporate Family Rating and 'Ba1' Probability of Default
Rating.


MYSTIQUE ENERGY: CCAA Protection Extended Until July 17
-------------------------------------------------------
The Court of Queen's Bench has extended, until July 17, 2007,
Mystique Energy, Inc.'s stay of proceedings under the Companies'
Creditors Protection Act.

While under CCAA protection, the company's management will remain
responsible for the day-to-day operations, under the supervision
of a Court-appointed monitor, Ernst & Young Inc., who will be
responsible for monitoring Mystique's ongoing operations,
assisting with the development and filing of the Plan of
Arrangement, liaising with creditors and other stakeholders and
reporting to the Court.  Management will also be responsible for
formulating the Plan for restructuring Mystique's financial
affairs.

The company continues to engage GMP Securities LP to identify and
consider strategic alternatives including a possible merger,
amalgamation, reorganization or takeover of the company, or the
sale of some or all of its assets, or any other alternatives that
are considered to be in the best interests of Mystique, including
the participation of interested parties in formulating the Plan
with the company to propose to the affected stakeholders.

As reported in the Troubled Company Reporter on Apr. 30, 2007,
Mystique's primary lender has extended the period of the
forbearance agreement, until June 30, 2007, subject to further
extension at the lender's discretion, to allow for the Plan to be
proposed to the affected stakeholders for their approval.

                        Mystique Energy

Mystique Energy, Inc. -- http://www.mystiqueenergy.ca/-- (TSXV:
MYS) is a junior oil & gas company focused on exploration and
development of petroleum and natural gas reserves, with production
in western Alberta.


NBO SYSTEMS: Posts $1,481,949 Net Loss in Quarter Ended March 31
----------------------------------------------------------------
NBO Systems Inc. reported a net loss of $1,481,949 on revenues of
$1,809,641 for the first quarter ended March 31, 2007, compared
with a net loss of $1,480,827 on revenues of $1,771,982 for the
same period in 2006.

EBITDA decreased to a loss of $618,000 for the first quarter ended
March 31, 2007, compared with an EBITDA loss of $837,000 for the
same period last year.

Interest expense increased to $830,000 in the quarter ended March
31, 2007, from interest expense of $607,000 for the same period
last year.  The 36.7% increase in interest expense was due
primarily to raising capital through debt to stockholders at
unfavorable rates to the company.  The increase in interest
expense largely offsets much of the improvement in operating
results.

At March 31, 2007, the company's balance sheet showed $8,524,320
in total assets and $22,971,520 in total liabilities, resulting in
a $14,447,200 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $7,880,011 in total current assets
available to pay $22,971,520 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?2047

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 5, 2007,
Tanner LC raised substantial doubt about NBO Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses, working capital deficit, accumulated deficit as of Dec.
31, 2006, and negative cash flows from operating activities for
the year ended Dec. 31, 2006.

During the three months ended March 31, 2007, the company had
negative cash flows of $916,709 from operating activities.  On
March 31, 2007, the company had a deficit in working capital of
$15,091,509 and an accumulated deficit of $47,613,123.

                        About NBO Systems

NBO Systems Inc. -- http://www.nbo.com/ -- develops, markets, and
operates turnkey stored-value prepaid card program solutions and
stored-value products.


NETWOLVES CORP: Posts Net Loss of $635,313 in Qtr Ended March 31
----------------------------------------------------------------
Netwolves Corporation reported a net loss of $635,313 on total
revenues of $4,279,991 for the third quarter ended March 31, 2007,
compared with a net loss of $486,566 on total revenues of
$5,311,676 for the same period ended March 31, 2006.

The decrease in revenue is primarily attributable to customer
attrition of $1.3 million in the Voice Services segment, partially
offset by revenue growth in the MSC segment of approximately
$300,000.

At March 31, 2007, the company's balance sheet showed $8,847,572
in total assets, $7,637,029 in total liabilities, and $1,210,543
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4,199,619 in total current assets
available to pay $7,537,029 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?200e

                   About NetWolves Corporation

Headquartered in Tampa, Fla., NetWolves Corporation (Other OTC:
WOLV.PK) -- http://www.netwolves.com/-- is a telecommunications
and internet managed services provider.

The company and three affiliates, NetWolves E.C.C.I. Corp.,
Norstan Network Services Inc., and NetWolves Resicom Corp. filed
for Chapter 11 protection on May 21, 2007 (Bankr. M.D. Fla. Case
Nos. 07-04186, 07-04190, 07-04193, 07-04196).  David S. Jennis,
Esq., at Jennis Bowen & Brundage, P.L., represents the Debtors as
lead counsel.


NEUTRON ENTERPRISES: Posts $2,493,559 Net Loss in First Quarter
---------------------------------------------------------------
Neutron Enterprises Inc. reported a net loss of $2,493,559 on
revenue of $667,686 for the first quarter ended March 31, 2007,
compared with a net loss of $671,222 on revenue of $505,403 for
the same period in 2006.

The $162,283 increase in revenue resulted primarily from the
revenues earned from the stock market simulation segment, which
represented 45% of total revenues for the three months ended March
31, 2007.

A significant portion of the net loss in both years was comprised
of non-cash and non-recurring expenses, including depreciation and
amortization, stock-based compensation, the value of shares issued
in exchange for services received, severance costs related to the
company's former chief financial officer, and the excess of the
consideration paid over the vested expense of options repurchased
and cancelled pursuant to the acquisition of Stock-Trak.  The net
loss before such costs amounted to $665,537 for the three months
end March 31, 2007, as compared to $353,773 for the three months
ended March 31, 2006.

At March 31, 2007, the company's balance sheet showed $6,634,867
in total assets, $2,658,887 in total liabilities, and $3,977,980
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?203e

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Neutron Enterprises Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's dependence upon financing to continue operations and
recurring losses from operations.

As of March 31, 2007, the company had an accumulated deficit of
$39.6 million.

                    About Neutron Enterprises

Neutron Enterprises Inc. (OTC BB: NTRN.OB) currently operates in
two distinct segments, event marketing and stock market simulation
services for the educational, corporate and consumer markets.  The
event marketing business is operated by the company's wholly owned
subsidiary, Neutron Media Inc.  This division generates revenue
through advertising, marketing and brand messaging sales at
premium locations and special events throughout North America,
particularly the United Sates of America.  The stock market
simulation services business is currently operated by Stock-Trak,
the company's wholly owned subsidiary.


PEGASUS OIL: Posts $595,847 Net Loss in Qtr. Ended March 31, 2007
-----------------------------------------------------------------
Pegasus Oil & Gas Inc. reported a net loss of $595,847 on net
revenues of $1,254,716 for the quarter ended March 31, 2007,
compared to a net loss of $19,957 on $461 of net revenues for the
same period in 2006.

At March 31, 2007, the company had total assets of $39,274,983,
total liabilities of $8,781,038, and a stockholders' equity of
$30,493,945, compared to $37,431,575 in total assets, $6,716,924
in total liabilities, and a stockholders' equity of $30,714,651 at
Dec. 31, 2006.

The company also had a working capital deficit of $1,628,624 at
March 31, 2007, compared to a positive working capital of $225,740
at Dec. 31, 2006.

For the three month comparative period ended February 28, 2006,
results of operations were from mining exploration, an unrelated
business from the sector that the company currently operates in.
As part of its initial public offering and reorganization, the
company made its initial acquisition of oil and gas production on
June 23, 2006.

                          2007 Outlook

For the remainder of 2007, Pegasus plans to participate in the
drilling of 16 wells (14.6 net) in Central Alberta and the Peace
River Arch area.  More specifically, drilling plans include 6 to 9
wells at Crossfield, 2 wells at Cygnet, 4 wells at Chigwell and 1
to 3 deeper test wells under Pegasus' 3D seismic dataset.

In the Crossfield area, Pegasus has committed to drill 8 (7.3 net)
wells of which 2 (1.5 net) are currently drilled and cased and
awaiting completion.  Crossfield will continue to be a focus area
for the company and drilling of the six additional wells will
commence immediately following spring break-up.  With success, the
company sees additional exploration and development drilling
extensions to this medium-depth Basal Quartz play.  Through its
production and land acquisition last fall, Pegasus now has a
working interest in the pipeline infrastructure and gas processing
plant.  The company is currently pursuing analogous geological
play types in this area.

Pegasus continues to interpret its large 500 square miles of
reprocessed 3D seismic data sets that are located in Central
Alberta and Peace River Arch areas of Alberta.  Three dimensional
seismic, coupled with Pegasus' strong technical team, will be
instrumental in positioning our go-forward exploration strategy
allowing for high-impact, organic growth through the drill bit.

With the company's most recently closed $9 million equity
financing and an increased credit facility to $10 million, the
company enters the second quarter with a strong balance sheet.
Pegasus continues to take a diversified business approach,
managing higher reward exploration opportunities and lower risk
development and exploration prospects, to balance its drilling
portfolio.

The company firmly believes that a strong, flexible balance sheet,
coupled with our experienced technical team, emerging core
operating areas, strong drilling inventory and our continued focus
on liquids rich natural gas and high quality light oil, will
ultimately generate superior per share growth for our
shareholders.

The company currently has 23.94 million Class A and 1.012 million
Class B Shares outstanding.

                       About Pegasus Oil

Pegasus Oil & Gas Inc. (TSX:POG.A,POG.B) --
http://www.pegasusoilgas.com/-- is an independent exploration
company pursuing conventional oil and natural gas production and
reserves in western Canada.

                          *     *     *

The shareholders of the company had approved a Plan of Arrangement
under section 193 of the Business Corporations Act (Alberta) to
effect its reorganization.  The transactions in the Arrangement
resulted in the reorganization of Pegasus Oil into a junior oil
and gas exploration with a focus on the Western Canadian
Sedimentary Basin.


PENGE CORP: Posts $825,736 Net Loss in Quarter Ended March 31
-------------------------------------------------------------
Penge Corp. reported a net loss of $825,736 on net sales of
$531,539 for the third quarter ended March 31, 2007, compared with
a net loss of $431,331 on net sales of $274,815 for the same
period ended March 31, 2006.

The increase in revenues is due to the addition of sales through
Texas Landscape Center in Midland as well as the addition of one
month worth of sales through Texas Landscape Center in Odessa.

The increase in net loss is due primarily to the conversion
expenses on notes payable and interest during the three months
ended March 2007.

At March 31, 2007, the company's balance sheet showed $9,353,764
in total assets, $8,819,825 in total liabilities, and $533,938 in
total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $3,241,818 in total current assets
available to pay $6,249,424 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?2058

                       Going Concern Doubt

Gregory & Associates LLC, in Salt Lake City, expressed substantial
doubt about Penge Corp.'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 auditing firm
reported that the company has a negative working capital, has
incurred recurring losses since its inception, and has not
generated positive cash flows from operations.

Net cash used for operating activities during the nine months
ended March 31, 2007, was approximately $940,794, compared to net
cash used for operating activities of $712,889 for the nine month
period ended March 31, 2006.

                         About Penge Corp.

Based in Midland, Texas, Penge Corp. (OTC BB: PNGC.OB) --
http://www.pengecorp.com/-- is a holding company in the Nursery
sector (trees, shrubs, flowers).  The company recently took over
operations of Mike's garden center in Odessa, Texas.  Mike's is
the largest retail nursery in Odessa and is the company's 2nd
retail nursery operation.  The first retail nursery is located in
Midland, Texas.  In addition, the company has over 450 acres of
wholesale growing facilities near Tucson, Arizona, Houston, Texas,
and Midland, Texas.


POGO PRODUCING: Posts $21.2 Million Net Loss in First Quarter 2007
------------------------------------------------------------------
Pogo Producing Company incurred a $21.2 million net loss on
$351.4 million of total revenues for the three months ended
March 31, 2007.  This compares to net income of $67.5 million
on $373.5 million of total revenues for the three months ended
March 31, 2006.

The Company's balance sheet as of March 31, 2007 showed total
assets of $6,946.2 million, total liabilities of $4,387.9 million,
and total shareholders' equity of $2,558.3 million.

Pogo's March 31 balance sheet also showed negative working capital
with total current assets of $270.8 million available to pay
total current liabilities of $448.0 million.

Cash flow from operations totaled $247.9 million.

As of March 31, 2007, long-term debt was $2.3 billion, decreasing
from December 31, 2006 by $11 million.

The Company's debt to total capitalization ratio was 48% at March
31, 2007 and cash and cash equivalents decreased from $22.7
million at December 31, 2006 to approximately $17.1 million at
March 31, 2007.

Oil and gas capital and exploration expenditures for the first
quarter were approximately $253.1 million.  Exploration and
development drilling were allocated approximately $191.4 million.
For the first quarter of 2007, the Company drilled 97 wells with
89 successfully completed, a 92% success rate.

The Company recognized $57.8 million in impairment charges
primarily from the sale of certain Gulf Coast properties and
certain leases in its Canadian operations.  The impairment
associated with the sale of the Company's Gulf Coast assets
totaled approximately $34.2 million (offset by $1 million of gains
on completed sales of Gulf Coast assets), and $21.8 million was
associated with the impairment of certain leases in its Canadian
operations.

                       Commodity Derivatives

The sale of 50% of the Company's Gulf of Mexico interests on May
31, 2006, and the forecasted shut-in hydrocarbon production from
the Company's Gulf of Mexico properties (resulting primarily from
hurricane activity during the third quarter of 2005) caused
certain of the gas and crude oil collar contracts to lose their
qualification for hedge accounting.

The Company recognized a $3.1 million non-cash loss related to the
contracts in the first quarter of 2007.

                        2007 Capital Budget

The Company has established a $720 million exploration and
development budget (excluding property acquisitions) for 2007.
The Company expects to spend approximately $199 million on
exploration and $521 million on development activities.  The
capital budget calls for the drilling of approximately 370 wells
during 2007, including wells in the United States, Canada, and New
Zealand.

                  Liquidity and Capital Resources

The Company's cash flow provided by operating activities for the
first three months of 2007 was $247.9 million, compared to cash
flow provided by operating activities of $240.4 million during the
first three months of 2006.

First quarter 2007 operating cash flows included a tax refund of
$52 million for the overpayment of estimated taxes in the third
quarter of 2006.  Cash flow used in investing activities increased
from $198.1 during the first quarter of 2006 to $239.7 million
during the first quarter of 2007, primarily due to an increase in
capital expenditures in the United States.  Cash flow from
operating activities and debt financing were used during the first
three months of 2007 to fund $253.3 million in cash expenditures
(excluding capitalized interest) for capital and exploration
projects and property acquisitions.

During the first three months of 2007, the Company repaid senior
debt obligations using cash of approximately $11 million (net of
borrowings). In addition, the Company paid $4.3 million of common
stock dividends.

As of March 31, 2007, the Company had cash and cash equivalents of
$17.1 million and long-term debt obligations of $2.3 billion
(excluding debt discount) with no repayment obligations until
2009.

The Company may determine to repurchase outstanding debt in the
future, including in market transactions, privately negotiated
transactions or otherwise, depending on market conditions,
liquidity requirements, contractual restrictions and other
factors.

Effective April 30, 2007, the Company's lenders redetermined the
borrowing base under its bank credit facility at $1.5 billion. As
of April 25, 2007, the Company had an outstanding balance of $720
million and a $1.0 billion borrowing capacity under the facility.
As such, the available borrowing capacity under the facility was
$280 million.

                  About Pogo Producing Company

Pogo Producing Company explores for, develops and produces oil and
natural gas.  Headquartered in Houston, Pogo owns approximately
5,100,000 gross leasehold acres in major oil and gas provinces in
North America, 6,354,000 acres in New Zealand and 1,480,000 acres
in Vietnam.  Pogo common stock is listed on the New York Stock
Exchange under the symbol "PPP."

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Pogo Producing Co. on CreditWatch with developing
implications.


POGO PRODUCING: Inks Pact Selling Northrock Resources for $2 Bil.
-----------------------------------------------------------------
Pogo Producing Company's of Directors has approved a definitive
agreement under which Pogo will sell all of the outstanding stock
of its wholly owned subsidiary, Northrock Resources Ltd., for
$2.0 billion in cash to Abu Dhabi National Energy Company PJSC.

The sale of Northrock Resources includes properties located
largely in Alberta, Saskatchewan and the Northwest Territories.
Northrock properties currently produce approximately 29,000
barrels of oil equivalent per day (boepd) and contain
approximately 706 billion cubic feet equivalent (bcfe) of
estimated proven reserves as of December 31, 2006. About 51% of
the production and 55% of the Northrock reserves are oil.  The
sale is expected to close during the third quarter of 2007,
subject to customary closing conditions and regulatory approvals.

Paul G. Van Wagenen, Chairman and Chief Executive Officer of Pogo,
said, "[The] announcement reflects another very significant step
in our strategic alternatives process to unlock unrealized value
from Pogo's asset base.  We are pleased to have entered into this
transaction.  Combined with our previously announced sales of
various non-core assets, mostly in the onshore gulf coast area, as
well as Pogo's strategic exit from the waters of the Gulf of
Mexico, [the] announcement should deliver meaningful incremental
value to Pogo's shareholders.  After closing of this transaction,
Pogo will have sold approximately 900 bcfe of proven reserves for
about $2.6 billion."

Peter E. Barker-Homek, chief executive officer of TAQA said,
"Northrock Resources is a great addition to one of TAQA's core
businesses -- upstream oil and gas producing assets.  Northrock
Resources comes with a best-in-class team of upstream
professionals and well proven producing reserves.  We look forward
to working with the employees of Northrock Resources and
continuing to grow the business."  Barker-Homek further added, "We
see the acquisition of Northrock Resources as a solid base for
further investments and growth in Canada."

On a pro forma basis upon closing of the sale of Northrock, and
following the close of other announced transactions, Pogo will
have a:

    -- focused onshore U.S. asset base with proven reserves of
       approximately 1.3 tcfe with approximately 81% in the
       Western U.S. Division (includes 720 bcfe in the Permian
       Basin and Texas Panhandle, 244 bcfe in the Rockies and 101
       bcfe in the San Juan Basin) and 19% in the onshore Gulf
       Coast Division, including 180 bcfe in south Texas;

    -- reserves mix that is 65% natural gas;

    -- reserves life of 12 years; and

    -- oil and gas production of approximately 47,000 boepd.

In addition, and as a result of the transactions, the company
expects to increase its profitability by:

   -- significantly reducing debt levels and related interest
      expense; and

   -- lowering general, administrative and operating costs.

The company affirmed that it is continuing to explore other
strategic alternatives, which could include the possible sale or
merger of Pogo, the sale of certain additional assets, and
potential changes to the company's business plan and its capital
structure.  There is no assurance that the exploration of
strategic alternatives will result in any further transaction, and
Pogo does not expect to make further public comment regarding any
such transaction unless and until it enters into a definitive
agreement or agreements.  Goldman, Sachs & Co. and TD Securities
Inc. continue to act as financial advisors to Pogo.

              About Abu Dhabi National Energy Company

Abu Dhabi National Energy Company (TAQA) -- http://www.taqa.ae/--
is a global energy company with operations in power generation,
desalination, renewables, upstream oil/gas, pipelines, gas storage
and LNG regas.  TAQA was founded in Abu Dhabi in 2005 and listed
on the Abu Dhabi Stock Exchange.  TAQA has in excess of AED 51bn
in assets, turnover of over AED 3.3bn.  TAQA operates from its
offices in Abu Dhabi, UAE; Ann Arbor, Michigan, USA, and The Hague
with alliance partners across the Gulf, Middle East, North Africa,
Europe, Australia, Canada, and the United States.

                  About Pogo Producing Company

Pogo Producing Company explores for, develops and produces oil and
natural gas.  Headquartered in Houston, Pogo owns approximately
5,100,000 gross leasehold acres in major oil and gas provinces in
North America, 6,354,000 acres in New Zealand and 1,480,000 acres
in Vietnam.  Pogo common stock is listed on the New York Stock
Exchange under the symbol "PPP."

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Pogo Producing Co. on CreditWatch with developing
implications.


POPULAR ABS: Moody's Rates Three Certificate Classes at Low-B
-------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
certificates issued by Popular ABS Mortgage Pass-Through Trust
2007-A.

The complete provisional rating actions are:

   * Popular ABS Mortgage Pass-Through Trust 2007-A

               Class A-1, Assigned (P)Aaa
               Class A-2, Assigned (P)Aaa
               Class A-3, Assigned (P)Aaa
               Class M-1, Assigned (P)Aa2
               Class M-2, Assigned (P)Aa3
               Class M-3, Assigned (P)A1
               Class M-4, Assigned (P)A2
               Class M-5, Assigned (P)A3
               Class M-6, Assigned (P)Baa1
               Class M-7, Assigned (P)Baa2
               Class M-8, Assigned (P)Baa3
               Class B-1, Assigned (P)Ba1
               Class B-2, Assigned (P)Ba2
               Class B-3, Assigned (P)B1

Investors should be aware that the certificates have not yet been
issued. Upon issuance of the certificates and upon conclusive
review of all documents and information about the transaction, as
well as any subsequent changes in information, Moody's will
endeavor to assign definitive ratings, which may differ from the
provisional ratings.


RAPTOR NETWORKS: Posts $17 Million Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Raptor Networks Technology Inc. reported a net loss of $17 million
on net revenue of $162,771 for the first quarter ended March 31,
2007, compared with a net loss of $1.5 million on net revenue of
$182,295 for the same period in 2006.

The revenue decrease is mainly due to the reorganization of the
sales team responsible for commercial sales and the increased
focus on government business which business requires longer
selling cycles.

Total operating expenses increased from $1.6 million in the first
quarter of 2006 to $1.8 million in the first quarter of 2007.
This 14% increase was mainly due to expenses related to
consulting, finder's fee expenses and legal Fees.

Other expense increased substantially from $25,977 in the first
quarter of 2006 to $15.4 million in the first quarter of 2007.

Included in other expense are:

  - gain on extinguishment of debt of $9.6 million associated with
    the July 31, 2006, senior convertible notes,

  - loss of $18.9 million related to the change in fair value of
    the warrants and convertible debt associated with the amended
    Jan. 18, 2007 financing,

  - amortization of debt discounts of $3.8 million in connection
    with the Jan. 18, 2007 financing transaction,

-  additional cost of financing of $2.1 million related to the
    restructuring of the July 31, 2006 financing and

-  Interest expense of $213,707.

At March 31, 2007, the company's balance sheet showed
$19.5 million in total assets and $50.2 million in total
liabilities, resulting in a $30.7 million total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2.6 million in total current assets
available to pay $19.4 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?204b

                       Going Concern Doubt

Comiskey & Company PC, in Denver, expressed substantial doubt
about Raptor Networks Technology 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 accumulated losses from
operations totaling more than $58,500,000 at Dec. 31, 2006.
Additionally, the auditing firm reported that the company has
had no significant sales of its products as of Dec. 31, 2006.

                     About Raptor Networks

Headquartered in Santa Ana, Calif., Raptor Networks Technology
Inc. (OTC BB: RPTN.OB) -- http://www.raptor-networks.com/-- is
focused on the design, production and sale of standards-based,
proprietary high-speed network switching technologies.  The
company's "distributed network switching technology" allows users
to upgrade their traditional networks to allow for more efficient
management of high-bandwidth applications.


SECURITY WITH: Posts $3,227,489 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Security With Advanced Technology Inc. reported a net loss of
$3,227,489 on net sales of $152,320 for the first quarter ended
March 31, 2007, compared with a net loss of $1,123,558 on net
sales of $212,835 for the same period a year ago.

The decrease in sales between 2007 and 2006 is attributable to a
decrease in the revenues from the ShiftWatch division in 2007.

Cost of sales for the three months ended March 31, 2007, totaled
$262,000, which is a $55,000 increase as compared to the 2006
period.

Selling, general and administrative expenses in the three months
ended March 31, 2007, totaled $2,518,000, which is a $1,581,000 or
169% increase as compared to the 2006 period.  The increase is
primarily attributable to an increase of $1,104,000 in stock based
compensation combined with additional overhead costs being
incurred following the Vizer Group Inc. merger that closed as of
Dec. 31, 2006.

Research and development expenses in the three months ended
March 31, 2007, totaled $492,000, which is a $263,000 or 115%
increase as compared to the 2006 period.  The increase is
primarily associated with development costs being incurred in 2007
for the Avurt launcher product and other non-lethal products.

Interest expense for the three months ended March 31, 2007,
totaled $147,000, which is a $147,000 increase as compared to the
2006 period.  The increase was attributable to the non-cash
amortization of the $138,000 additional interest expense
associated with the amount allocated to the warrants and the
beneficial conversion features from the convertible debt offering
completed in March 2007.

At March 31, 2007, the company's balance sheet showed $12,715,154
in total assets, $1,967,764 in total liabilities, and $10,747,390
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?2053

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 26, 2007,
GHP Horwath P.C. expressed substantial doubt about Security With
Advanced Technology Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm reported that the
company did not generate significant revenues in 2006, reported a
net loss of approximately $9,347,000 and consumed cash in
operating activities of approximately $5,651,000 for the year
ended Dec. 31, 2006.

The company utilized net cash in operating activities of
$2,272,509 for the three months ended March 31, 2007.  The company
expects to continue to incur losses from operations into 2007.

                       About Security With

Security With Advanced Technology Inc. (Nasdaq: SWAT) --
http://www.swat-systems.com/ -- provides critical, high-tech
security products and services, which include non-lethal
protection devices, tactical training services, surveillance and
intrusion detection systems and mobile digital video surveillance
solutions.  SWAT's products and services are designed for
government agencies, military and law enforcement, in addition to
transportation, commercial facilities and non-lethal personal
protection segments.


SILVERWING ENERGY: Pursues Equity Financing & Restructures Project
------------------------------------------------------------------
Silverwing Energy Inc. has concluded its value maximization
process and has entered into agreements to obtain a 50% partner on
its current Tomahawk area farming project in central Alberta.

The company has entered into these agreements to extend its
drilling deadlines pursuant to the Tomahawk Farmin, and to pursue
an equity offering to finance its development and exploration
program and reduce its working capital deficiency.

                       Tomahawk Partnership

Silverwing has entered into a participation agreement with Argen
Energy Corp., a private oil & gas exploration and development
company with offices in Buenos Aires, Argentina and Toronto,
Canada, for the participation by Argen in the farmin agreement
dated May 1, 2006 among Canadian Natural Resources Limited and
Imperial Oil Resources, as farmors, and Silverwing, as farmee.

Pursuant to the Participation Agreement, Argen has agreed to pay
50% of the costs arising under the agreement in order to earn 50%
of Silverwing's earned interest under the agreement.  The
Agreement also includes a requirement for Argen to equalize all
payments made to date under the Farmin Agreement by Silverwing.

                    Tomahawk Farmin Extension

Silverwing has also entered into a letter agreement with CNRL and
IOR wherein CNRL and IOR have agreed to extend the initial
drilling commitment under the Tomahawk Farmin to Dec. 31, 2007.
The Tomahawk Farmin requires the company to drill 29 wells in the
initial phase, with an option to earn additional land with more
drilling commitments.  On an individual well payout basis,
Silverwing must pay 100% of the costs to earn a 60% working
interest in the leases after payout with an average earning of two
sections per well.

The extension is conditional upon:

   (a) Silverwing entering into commitment letter with a 50% joint
       venture partner for the completion of the initial drilling
       program under the Tomahawk Farmin;

   (b) Silverwing providing a signed commitment letter from the
       Agents for the raising of such capital as is necessary to
       complete the initial drilling program under the Tomahawk
       Farmin;

   (c) the payment by Silverwing to CNRL and IOR of an aggregate
       $500,000 on or before May 31, 2007 in consideration of the
       Farmin Agreement extension; and

   (d) the payment by Silverwing to CNRL and IOR of an aggregate
       $11,100,000 to an escrow account on or before May 31, 2007.

The Escrow Funds can be drawn down on a pro-rata basis as
Silverwing meets the drilling commitments under the Farmin
Agreement.

In addition, Argen is in process of negotiating the acquisition
of:

   (1) a 50% interest in 2,180 boepd in Argentina at a cost of
       approximately $20 million USD; and

   (2) a farmin on 2 different exploitation and exploration
       prospects in the Provinces of Neuquen and Santa Cruz,
       Argentina for approximately $50 million USD of drilling and
       completion costs.

Management of Silverwing and Argen anticipate that, following the
completion of the drilling program of 29 wells under the Tomahawk
Farmin Agreement, Silverwing and Argen will discuss effecting a
business combination on a net asset value to net asset value
basis.

                        Credit Facility

In order to obtain the funds necessary to complete the Escrow
Funds condition under the Farmin Agreement extension letter prior
to the condition date, Quest Capital Corp. has entered into a term
sheet with Silverwing to provide a secured credit facility in the
principal amount of $12 million, to be placed into an escrow
account for the discharge of Silverwing's commitments under the
Tomahawk Farmin Agreement, projected for closing on or before
May 31, 2007.  The Loan will be due and payable on or before
Nov. 30, 2007 with no penalty for pre-payment.  The interest
payable on the Loan is 12% per annum, compounded monthly.

In addition, the term sheet calls for Silverwing to issue, subject
to Toronto Stock Exchange approval, 3,400,000 Silverwing shares to
Quest at a deemed price of $0.30 as a standby fee and non-
refundable bonus payment (being 10.1% of the currently issued and
outstanding common shares of Silverwing).

The Loan contemplates security as a second charge against the
company's domestic assets and by general security agreement
against all of the company's present and after-acquired personal
property.  It is intended that the Loan will be repaid from the
proceeds of the Equity Offering.  Following the closing of the
Loan, Quest will, by virtue of the standby fee and non-refundable
bonus payment, be the holder of 9.1% of the issued and outstanding
common shares of Silverwing.

Pursuant to the term sheet, the material conditions precedent to
completion of the Loan are:

   (i) regulatory and TSX approval;

  (ii) approval by the board of directors of Quest;

(iii) completion of due diligence;

  (iv) the Farmin Agreement being in good standing; and

   (v) the company's primary credit facility with National Bank
       remaining less than $15 million.

                    Proposed Equity Offering

Silverwing has engaged Fraser Mackenzie Limited and Jacob &
Company Securities Inc., both of Toronto, to act as exclusive
agents for the public offering of units on a marketed best-efforts
basis to raise gross proceeds of a minimum of $25 million.  The
minimum offering will be the sale of 83,333,333 units with each
unit consisting of one Silverwing common share and one purchase
warrant at a price of CDN$0.30 per Unit.  Each Warrant will be
exercisable into one Common Share at a price of $0.40 per Common
Share for a period for 18 months following the closing of the
Equity Offering.  The Agents also have on option to place up to an
additional $5 million of Units -- 16,666,666 Units -- for a
maximum total offering of $30 million.

For their services in connection with the Equity Offering, the
Agents will receive a cash commission equal to 7% of the aggregate
proceeds of the Equity Offering and warrants to purchase a number
of Common Shares equal to 3.5% of the number of Units sold in the
Equity Offering.  Each Agent's Compensation Warrant will entitle
the Agents to purchase one Common Share at a price of $0.30 per
Common Share for a period of 18 months from the closing of the
Equity Offering.

Following closing of the Loan, and if the maximum Equity Offering
-- including the Over-allotment Option -- is fully subscribed, a
total of 206,900,000 new Common Shares will be issued or issuable
through the Loan and the Equity Offering, representing
approximately 611% of Silverwing's issued and outstanding common
shares.  Depending upon the make-up of the placees under the
Equity Offering, the closing of the Loan and Equity Offering may
materially affect control of Silverwing.  There is currently no
participation in the Equity Offering currently contemplated by
insiders of Silverwing.

The Equity Offering is targeted for closing during or about the
week of June 18, 2007.  The company intends to use the proceeds of
the Equity Offering, net of the fees and expenses of the Equity
Offering, to pursue its development and exploration program in the
Tomahawk area of Alberta and to reduce its working capital
deficiency.

Pursuant to the private placement rules in the TSX Company Manual,
the issuance of greater than 25% of the issued and outstanding
shares of an issuer at a discount to market, as contemplated
pursuant to the Equity Offering, and a potential material affect
on the control of an issuer generally requires shareholder
approval prior to completion.  Silverwing has obtained an
exemption from the TSX from the requirement to seek shareholder
approval pursuant to Section 604(e) of the TSX Company Manual on
the basis of financial hardship.

        Recommendation of Silverwing's Special Committee

A special committee of the Board of Directors of Silverwing
composed of Drew Tumbach, Robert Wagemakers and Geoff Waterman,
each of whom is free from any interest in the Equity Offering or
the Loan and is unrelated to any of the parties involved in the
Equity Offering or the Loan, recommended that the company proceed
with the Equity Offering and the Loan and that, as a result of the
deadline to deposit the Escrow Funds by May 31, 2007, Silverwing
make an application to the TSX for an exemption from the
requirement to seek shareholder approval on a determination of
financial hardship.

Based on this recommendation, the Board has determined that
Silverwing is currently in serious financial difficulty, and that
the offering is designed to improve its financial position and
that is reasonable in the circumstances, and has approved the
Equity Offering and the Loan.

Upon completion of the Equity Offering and the Loan, the company
will no longer be in default under its principal debt facility.

                     About Silverwing Energy

Based in Calgary, Canada, Silverwing Energy Inc. (TSX:SVW,SVW.WT)
is a crude oil and natural gas exploration and production company.
By implementing its strategic plan in key focus areas located
throughout the Western Canadian Sedimentary Basin, Silverwing is
well positioned to achieve its growth plans for the benefit of its
shareholders.

                          *     *     *

In its interim quarterly financial statements for the three months
ended March 31, 2007, the company indicated that it was in breach
of a covenant that required it to maintain a positive working
capital ratio of 1:1 for the revolving reducing demand loan
facility.  To remove the breach, Silverwing is currently in the
process of recapitalizing the company by raising additional
equity.

As at May 14, 2007, Silverwing had outstanding bank debt of $14.4
million and a working capital deficit of approximately $25.2
million.


SOLOMON TECH: Posts $4.3 Million Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Solomon Technologies Inc. reported a net loss of $4.3 million for
the first quarter ended March 31, 2007, compared with a net loss
of $7.5 million for the same period in 2006.

Revenue for the quarter ended March 31, 2007, was $1.4 million,
compared with revenues of $5,365 for the quarter ended March 31,
2006.  Revenues in the company's Power Electronics Division
contributed all of the growth as a direct result of the
acquisition of Technipower LLC, which closed Aug. 17, 2006.

The company reported a gross profit of $652,310 for the quarter
ended March 31, 2007, compared with a gross profit of $2,796 for
the quarter ended March 31, 2006.  Net cash used by operating
activities was $471,678 for the quarter ended March 31, 2007,
compared with $190,946 used in the quarter ended March 31, 2006.

"The growth in order backlog for our Power Electronics Division is
particularly encouraging given that 48% of the backlog now
consists of new products developed within the past 24 months.  Our
strategy is taking shape - and the segmented results provide some
early evidence that we will orient our business decisions towards
adding incremental revenue on an accretive basis," commented Gary
Brandt, chief executive officer.  "Our financial results reveal
the profitability inherent in the Power Electronics division and
give us confidence that the investment we are making in new
product development will contribute to improved profitability."

The company had an operating loss of $853,292 for the quarter
ended March 31, 2007, compared with an operating loss of
$1.1 million for the same period in 2006.  The increased gross
profit was partially offset by the increased operating expenses
associated with both financing activities and the Technipower
acquisition.

Major contributors to the reduction in net loss for the first
quarter, as compared with 2006, were non-cash charges of
$5.6 million related to the extinguishment of debt in the prior
year which were somewhat offset by the non-cash interest expenses
incurred in the first quarter of 2007 related primarily to the
debentures due March 17, 2008.

On Jan. 17, 2007, the company sold an aggregate of $5,350,000
principal amount of Variable Rate Self-Liquidating Senior Secured
Convertible Debentures due March 17, 2008.  The company used
approximately $3,350,000 of the net proceeds of the debentures to
redeem 2,873,492 shares of Series C preferred stock, approximately
$768,250 of the net proceeds to pay down a promissory note and
other obligations and retained approximately $1,018,000 of the net
proceeds as working capital.

At March 31, 2007, the company's balance sheet showed $8.5 million
in total assets and $9.7 million in total liabilities, resulting
in a $1.2 million total stockholders' deficit.

The company's balance sheet at March 31, 2006, also showed
strained liquidity with $3.7 million in total current assets
available to pay $9.7 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?205b

                       Going Concern Doubt

UHY LLP, in Hartford, Conn., expressed substantial doubt about
Solomon Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm reported that the
company has incurred significant recurring operating losses, and
used cash in its operating activities.  In addition, the auditor
reported that in 2006, the company had a net loss of $16,262,514
and used cash of $1,172,498 in operating activities, and as of
Dec. 31, 2006, the company has a working capital deficiency of
$4,026,010.

                   About Solomon Technologies

Headquartered in Tarpon Springs, Florida, Solomon Technologies
Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/ --
through its Motive Power and Power Electronics divisions,
develops, licenses, manufactures and sells precision electric
power drive systems, including those utilizing its patented
Electric Wheel(TM), Electric Transaxle(TM) and hybrid and
regenerative technologies as well as direct current power supplies
and power supply systems requiring high levels of reliability and
ruggedness for defense, aerospace, marine, commercial, automotive,
'hybrid-electric' and 'all-electric' vehicle applications.


SPEEDEMISSIONS INC: Posts $52,128 Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Speedemissions Inc. reported a net loss of $52,128 on revenue of
$2,412,538 for the first quarter ended March 31, 2007, compared
with net income of $28,080 on revenue of $2,427,529 for the same
period last year.

The decrease in revenue was due to the loss of a lease for a high
volume store in Houston.  However, same store sales jumped 3.7%
over the same period last year.

The net loss for the current quarter was mainly due to the loss of
net income from a store closing in Houston, the increase in
operating expenses for two new stores recently opened, a new store
currently under construction and the amortization of the new
employee stock option plan.

Gross margins as a percentage of revenue continued to increase.
Gross margins were up 2% in the quarter at 75.2% from 73.2% in
2006.  Coupled with the improvement in gross margin, the company
was able to reduce its G & A by 6%.

Rich Parlontieri, president/chief executive officer stated, "We
are pleased that our attention to both test speed and customer
satisfaction has brought more traffic to our stores.  We're not
satisfied that we did not achieve a profit for the current
quarter.  Growing the business by opening new stores has been a
drain on our cash and losing the store in Houston when the lease
could not be renewed were the two challenges.  We definitely
continue to see improvement in our existing business and are
working to get these new stores profitable in a timely fashion."

At March 31, 2007, the company's balance sheet showed $8,836,828
in total assets, $1,009,637 in total liabilities, and $7,827,191
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $488,878 in total current assets available
to pay $901,326 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?2048

                       Going Concern Doubt

Tauber & Balser P.C., in Atlanta, expressed substantial doubt
about Speedemissions 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, past
history of operating cash flow deficiencies and its limited
capital resources.

The company generated positive operating cash flows of $57,123 and
$33,109 in the quarters ending March 31, 2007, and 2006,
respectively.  However, the company believes that, with the
increased costs of expanding its operations, it may not achieve
positive operating cash flow on a consistent basis during 2007.

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/-- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.


SUB SURFACE: March 31 Balance Sheet Upside-Down by $554,601
-----------------------------------------------------------
Sub Surface Waste Management of Delaware Inc.'s balance sheet as
of March 31, 2007, showed total assets of $1,453,615, total
liabilities of $2,008,216, and total deficiency in stockholders'
equity of $554,601.

The company's March 31 balance sheet also showed negative working
capital with total current assets of $1,350,998 and total current
liabilities of $2,008,216.  The company had a negative working
capital of $237,269 at Sept. 30, 2006, or a decrease of $419,949
in the working capital.  The change in working capital resulted
primarily from the Company's operating losses.  Recently the
company has focused much of its effort and capital towards
expanding its operations in Mexico, which may lead to increased
revenues in subsequent periods but generated little revenue during
the six months ended March 31, 2007.  The company had an
accumulated deficit of $15,448,794 as of March 31, 2007.

For the three months ended March 31, 2007, the company had a net
loss of $690,581 on revenues of $54,287, as compared with a net
loss of $632,295 on revenues of $305,114 for the three months
ended March 31, 2006.

During the six months ended March 31, 2007, the company incurred a
cash flow deficit of $838,398 from operating activities, and had
negative cash flows from investing activities of $305,786.  The
company met its cash requirements during this period through the
issuance of common and preferred stock providing net proceeds of
$258,411, and cash proceeds of $599,650 drawn from a $1,000,000
line of credit.  Cash totaled $24,685 as of March 31, 2007.

A full-text copy of the company's second quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2056

                     About Sub Surface Waste

Sub Surface Waste Management of Delaware Inc., was formed under
the laws of the State of Utah in January, 1986 and re-domiciled to
the state of Delaware in February 2001.  The company designs,
installs and operates proprietary soil and groundwater remediation
systems.  As of March 31, 2007, U.S. Microbics Inc., and
subsidiaries control about 79% of the outstanding voting stock of
the company.


TEMPUR-PEDIC: Earns $29.8 Million of Net Income in 1st Qtr. 2007
----------------------------------------------------------------
Tempur-Pedic International Inc. earned $29.8 million of net income
on net revenues of $266 million in the first quarter period ended
March 31, 2007, compared to a net income of $26.9 million on
$228.6 million of net revenues in the same period of 2006.

In the current quarter, net revenues rose 16% to $266 million from
$228.6 million in the first quarter of 2006.

Retail sales increased 19% worldwide, while domestic retail sales
increased 20% and international retail sales increased 19%.

Net income results include stock-based compensation expense, which
increased 127% to $1.8 million in the first quarter of 2007.
First quarter results also include non- recurring charges of $1.8
million for payroll taxes associated with the exercise of certain
executive stock options.

In addition, subsequent to quarter end, the company was notified
of a bankruptcy filing by a U.S. customer and has recorded bad
debt expense of $1.3 million in the first quarter related to this
matter.

President and Chief Executive Officer H. Thomas Bryant commented,
"Tempur- Pedic International delivered a very solid quarter during
what continues to be a challenging environment for the bedding
industry.

"Our new manufacturing facility in Albuquerque experienced a
smooth start- up and production ramped up ahead of our
expectations.  However, we believe our first quarter results were
somewhat moderated by limitations on U.S. capacity and certain
non-recurring charges.  Throughout much of the first quarter, our
U.S. business experienced mattress shortages resulting from strong
consumer demand, low levels of inventory at the beginning of
the year and capacity constraints.  In addition, in order to
minimize backorders for our existing retail partners, we limited
the opening of new accounts such that our total U.S. door count is
unchanged from the prior quarter.

"By late March, the Albuquerque plant had considerably expanded
its throughput which allowed us to build inventory and eliminate
backorders.  As a result, we believe we have ample levels of
mattress inventory and capacity to meet U.S. demand going forward.

"Despite incurring expenses related to shortages, our
manufacturing operations demonstrated outstanding performance.  We
continue to identify and execute on productivity initiatives
driving cost savings and improved efficiencies.

"In the first quarter, our U.S. sales and marketing organization
delivered excellent performance, which resulted in improved sales
and account productivity.  Retail floor space expanded as we
gained incremental slots during the quarter.  However, we delayed
the launch of our new SymphonyBed due to capacity constraints and
strong demand for our existing product line.  The SymphonyBed will
roll-out broadly in the second quarter.  Now that we have
replenished our inventory, we will return to selectively opening
new accounts.

"Internationally, we experienced solid retail and third party
growth.  Importantly, we believe our performance in Japan over the
last two quarters suggests we are on track to turn that market
around.  If that market returns to consistent growth, it would be
an important milestone for our international business.

"Turning to pillows, we are pleased that our renewed focus is
generating strong results.  Our investment in pillow R&D and
marketing is clearly paying off.  Pillow unit volumes were up 20%
in our domestic segment and 19% in our international segment.  We
believe we have identified key opportunities for additional pillow
sales improvements."

                    Share Repurchase Program

During the first quarter of 2007, the company purchased 1.5
million shares of its common stock at an average price of $25.61
for a total cost of $39.2 million.  As of March 31, 2007, the
Company had $60.8 million remaining on its existing share
repurchase authorization.

                            Tax Rate

As a result of recent reductions in statutory tax rates and
updated expectations for geographic mix, the company anticipates
its on-going effective tax rate for 2007 will be 36% as compared
to prior guidance of 37%.

Chief Financial Officer Dale Williams stated, "We are pleased with
the improvement in our corporate tax rate.  We are monitoring
developments in several foreign markets, which, if adopted, could
result in a further improvement.  Over the long term, we
anticipate the tax rate will gradually decline."

                         2007 Guidance

The company reiterated guidance for net sales and increased
guidance for diluted earnings per share for the full year 2007.
The company continues to expect full year 2007 net sales to range
from $1.04 billion to $1.07 billion, an increase of 10% to 13%
over 2006.  The company increased its full year 2007 guidance for
diluted earnings per share only to reflect shares repurchased in
the first quarter of 2007, interest expense on associated
borrowings and a slightly lower tax rate as compared to prior
expectations.  Compared to the company's previous guidance of
$1.50 to $1.54, the company currently expects diluted earnings per
share for 2007 to range from $1.54 to $1.58.  This guidance
reflects an increase of 20% to 23% compared to 2006 EPS of $1.28.
The company noted its expectations are based on information
available at the time of this release, and are subject to
changing conditions, many of which are outside the company's
control.

Bryant concluded, "The expanding specialty bedding category, led
by Tempur-Pedic, is becoming widely accepted as an innovative
alternative to the traditional innerspring mattress category.
Over the long term, we expect to continue to gain market share and
improve productivity as we scale our business into a billion
dollar company on our path to become the worldwide bedding
leader."

                       About Tempur-Pedic

Based in Lexington, Kentucky, Tempur-Pedic International Inc.
(NYSE: TPX) -- http://www.tempurpedic.com/-- manufactures and
distributes premium mattresses and pillows made from its
proprietary TEMPUR(R) pressure- relieving material.  It is the
worldwide leader in specialty sleep, the fastest growing segment
of the estimated $12 billion global mattress market.  The company
is focused on developing, manufacturing and marketing advanced
sleep surfaces that help improve the quality of life for people
around the world.  The company's products are currently sold in
over 70 countries under the TEMPUR(R) and Tempur-Pedic(R) brand
names.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 3, 2007,
Standard & Poor's Ratings Services raised its corporate credit
ratings on Lexington, Kentucky-based mattress manufacturer Tempur-
Pedic International Inc. to 'BB' from 'BB-'.  The ratings were
removed from CreditWatch, where they were placed on Dec. 20, 2006.
The outlook is positive.

"The upgrade is based on Tempur-Pedic's good operating performance
and sustained growth, which has resulted in the maintenance of
strong credit measures," said Standard & Poor's credit analyst
Rick Joy.


TECH DATA: First Quarter 2008 Net Income Narrows to $9.9 Million
----------------------------------------------------------------
Tech Data Corporation had net sales for the first quarter ended
April 30, 2007, of $5.4 billion, an increase of 9.3% from
$4.9 billion in the first quarter of fiscal 2007.  The company
recorded income from continuing operations of $9.9 million for the
first quarter ended April 30, 2007.  This compares to $8.9 million
for the prior-year period.  Net income for the first quarter 2008
was $9.9 million, as compared with a net income for the first
quarter 2007 of $12.9 million.

Results for the first quarter of fiscal 2008 include an
$8.8 million charge related to the company's closure of its
operations in the United Arab Emirates.  Results for the
comparable first quarter of fiscal 2007 included $6.5 million of
restructuring charges and $4.1 million of consulting costs related
to the company's European restructuring program completed in the
third quarter of fiscal 2007.

The company's balance sheet as of April 30, 2007, showed total
assets of $4.8 billion, total liabilities of $3 billion, and total
stockholders' equity of $1.8 billion.  The company's cash and cash
equivalents at April 30, 2007, were $453.9 million, up from
$265 million at Jan. 31, 2007.

"Our first quarter progress validates that our strategic
initiatives are on the right track.  We continue to hone our
position for long-term success, and while we know we still have
work to do, it is clear that our renewed focus on the marketplace
and our efforts to optimize our product and customer portfolio mix
are beginning to take hold," commented Robert M. Dutkowsky, Tech
Data's chief executive officer.  "We will continue to assess all
of our operations and make appropriate adjustments as we strive to
optimize our investments worldwide, leverage our infrastructure
and achieve improved profitability and return on capital
employed."

                  First-Quarter Financial Summary

Net sales in the Americas, including the U.S., Canada, Latin
America and export sales to the Caribbean, were $2.5 billion, or
46% of worldwide net sales, representing an increase of 6.1% over
the first quarter of fiscal 2007 and a decrease of 1% over the
fourth quarter of fiscal 2007.  Net sales in Europe, including
Europe, the Middle East and export sales to Africa, totaled
$2.9 billion, or 54% of worldwide net sales, representing an
increase of 12.2% over the first quarter of fiscal 2007 and a
decrease of 19.3% over the seasonally stronger fourth quarter of
fiscal 2007.

Gross margin for the first quarter of fiscal 2008 was 4.72%
compared to 4.8% in the prior-year first quarter.  The decline in
gross margin was attributable to higher inventory costs, including
those related to the closure of the UAE operations.

Selling, general and administrative expenses were $217.2 million
or 4.02% of net sales, compared to $201.6 million or 4.08% of net
sales in the first quarter of fiscal 2007.  SG&A in the first
quarter of fiscal 2007 included $4.1 million, or about 0.08% of
net sales, in consulting costs associated with the European
restructuring program completed in the third quarter of fiscal
2007.

For the first quarter of fiscal 2008, operating income was
$29.7 million or 0.55% of net sales.  This compared to operating
income of $29 million or 0.59% of net sales in the first quarter
of fiscal 2007.

                        Business Outlook

For the second quarter ending July 31, 2007, the company
anticipates net sales to be in the range of $5.20 billion to
$5.35 billion.  This assumes year-over-year mid-single digit
growth in the Americas and low-to-mid single digit growth in
Europe on a local currency basis.  The company expects to incur
additional costs during the second quarter of fiscal 2008 to
complete the closure of its UAE subsidiary and certain other
operations as well as the closure of a European logistics center
to drive further efficiencies.  These costs are expected to
include operating losses in the range of $2 million to $3 million
and a loss on the disposal of subsidiaries and restructuring
charges totaling in the range of $15 million to $18 million.  The
company anticipates an effective tax rate for the second quarter
of fiscal 2008, excluding the loss on disposal of subsidiaries and
restructuring charges, in the range of 45% to 50%.


                         About Tech Data

Founded in 1974, Tech Data Corporation (NASDAQ GS: TECD) --
http://www.techdata.com/-- distributes IT products, with more
than 90,000 customers in over 100 countries.  The company's
business model enables technology solution providers,
manufacturers and publishers to cost-effectively sell to and
support end users ranging from small-to-midsize businesses to
large enterprises.  Tech Data is ranked 107th on the FORTUNE
500(R).

                          *     *     *

Tech Data Corporation's $350 million convertible senior notes due
2026 carry Moody's Investors Service's 'Ba2' rating.  The company
also carries Moody's Ba1 corporate family rating and Ba1
probability of default rating.


TERAX ENERGY: Posts $457,691 Net Loss in Quarter Ended March 31
---------------------------------------------------------------
Terax Energy Inc. reported a net loss of $457,691 for the third
quarter ended March 31, 2007, compared with a net loss of
$19,792,373 for the third quarter ended March 31, 2006.  Results
for the quarter ended March 31, 2006, included a loss on
derivative liability of $18,535,627 associated with the warrants
issued with the sale of its common stock on Feb. 7, 2006.

Terax had no revenue for the third quarter of fiscal 2007 and
2006.  Production on Terax's properties did not begin until the
fourth quarter of 2006.  In August and September 2006 Terax shut
in all of its production due to its financial situation.

Net cash flow used in operations was $405,205 for the nine months
ended March 31, 2007.  The primary use of cash in operating
activities was to fund the company's net loss.

At March 31, 2007, the company's balance sheet showed $16,054,228
in total assets, $9,747,970 in total liabilities, and $6,306,258
in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $14,223 in total current assets available
to pay $9,723,431 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?2044

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about Terax Energy's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended June 30, 2006.  The auditor pointed to the
company's recurring operating losses and working capital
deficiency.

                         About Terax Energy

Headquartered in Dallas, Terax Energy Inc. (OTC BB: TERX) --
http://teraxenergy.com/ -- is an exploration and production
company focused on drilling and developing the Barnett Shale
Formation in North Central Texas.


TOLL BROTHERS: Earns $36.7 Million in Quarter Ended March 31
------------------------------------------------------------
Toll Brothers Inc. reported a net income of $36.7 million for FY
2007's second-quarter ended April 30, 2007, compared to FY 2006's
second-quarter record of $174.9 million.  In FY 2007, second-
quarter net income was reduced by after-tax write-downs of
$72.9 million.  In FY 2006, second-quarter after-tax write-downs
totaled $7.3 million.

FY 2007's second-quarter total revenues were $1.17 billion
compared to the second-quarter record of $1.44 billion in revenues
in FY 2006.  FY 2007's second-quarter-end backlog was
$4.15 billion compared to the second-quarter record of
$6.07 billion in FY 2006.

FY 2007's second-quarter net signed contracts were $1.17 billion,
a decline of 25% compared to FY 2006's second-quarter total of
$1.56 billion.  The company signed 2,031 contracts (before
cancellations) in FY 2007's second quarter, a 14% decline from the
2,372 signed in FY 2006's second quarter.  Net of cancellations,
second-quarter contracts totaled 1,647 units, down 24% from 2,167
units in the second quarter of FY 2006.

In response to current market conditions, the company continues to
reevaluate and, in some cases, renegotiate its optioned land
positions.  The company ended FY 2007's second quarter with
approximately 65,800 lots owned and optioned compared to
approximately 91,200 and 68,000 at the second-quarter-ends of FY
2006 and FY 2005, respectively.

Robert I. Toll, chairman and chief executive officer, stated: "We
continue to operate conservatively in the current difficult
climate.  We ended the quarter with over $550 million in cash
(compared to about $400 million one year ago) and more than
$1.1 billion available under our bank credit facility.  In the
past year we have trimmed our lot position by 28% from our high of
91,200 lots to our current 65,800 lots.  We have reduced our net
debt to capital ratio to 32% today from 37% at FY 2006's second-
quarter-end.  We believe our prudent approach to managing our
balance sheet should position us well in this down market and
provide us sufficient capital to take advantage of opportunities
that may arise in the future.

"We continue to seek a balance between our short-term goal of
selling homes in a tough market and maximizing the value of our
communities.  Many of our communities are on sites in locations
that are difficult to replace and in markets where approvals are
increasingly difficult to achieve.  We believe that many of these
communities have substantial embedded value, realizable in the
future, that should not be sacrificed in the current soft market."

At April 30, 2007, the company's balance sheet showed
$7.42 billion in total assets, $3.87 billion in total liabilities,
$7.8 million in minority interest, and $3.55 billion in total
stockholders' equity.

                       About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--
is the nation's leading builder of luxury homes.  The company
serves move-up, empty-nester, active-adult and second-home home
buyers and operates in 22 states: Arizona, California, Colorado,
Connecticut, Delaware, Florida, Georgia, Illinois, Maryland,
Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York,
North Carolina, Pennsylvania, Rhode Island, South Carolina, Texas,
Virginia and West Virginia.

                          *     *     *

On Jan. 24, 2001, Moody's Invesors Services assigned a Ba2 rating
on Toll Brothers' Senior Subordinated Notes.

On Jul. 27, 2001, Moody's Investors Services assigned a Ba3 rating
on Toll Brothers' Preferred Stock.


UNIVERSAL EXPRESS: Posts $8,418,950 Net Loss in Third Quarter 2007
------------------------------------------------------------------
Universal Express Inc. reported revenues of $1,212,929 for the
third quarter ended March 31, 2007, as compared with $306,911 for
the third quarter ended March 31, 2006.  The company had a net
loss of $8,418,950 for the third quarter 2007, as compared with a
net loss of $4,577,872 for the third quarter 2006.

During the nine months ended March 31, 2007, revenues increased to
$2,687,262 from $807,944 for the nine months ended March 31, 2006.
This increase is due mainly to the acquisition of Global Trucking
Services Inc.  Cost of revenues was $2,108,685 and $620,263 for
the nine months ended March 31, 2007, and 2006, respectively.  Net
losses for the nine months ended March 31, 2007, and 2006, were
$20,960,857 and $12,893,166, respectively.

The net proceeds from investments in the company were about
$11,033,693.  About $10,571,243 was used in its operating
activities.

As of March 31, 2007, the company had $11,963,171 in total assets,
$3,297,511 in total liabilities, and $8,884,094 in total
stockholders' equity.  The company reported $98,770,508 in
accumulated deficit and $874,376 in cash and equivalents at March
31, 2007.

A full-text copy of the company's third quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2055

                     About Universal Express

Universal Express Inc. (OTC BB: USXP.OB)-- http://www.usxp.com/--
is a logistics and transportation conglomerate with multiple
developing subsidiaries and services.  Its principal subsidiaries
include Universal Express Capital Corp. and Universal Express
Logistics Inc., which includes Virtual Bellhop, LLC, Luggage
Express and Worldpost, its international shipping divisions, and
Private Postal Center Network.com and its division Postal Business
Center Network.com.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio, expressed
substantial doubt about Universal Express Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the fiscal year ended June 30, 2006.  The auditing
firm pointed to the company's recurring losses.


URS CORP: To Acquire Washington Group for $2.6 Billion
------------------------------------------------------
URS Corporation and Washington Group International Inc. signed a
definitive agreement for the acquisition of Washington Group by
URS in a cash and stock transaction valued at approximately
$2.6 billion.  The transaction will combine two world-class
engineering and construction companies, expand the capabilities of
both firms and capitalize on their positions in important high
growth sectors, including power, infrastructure and environmental
management.

The companies' combined 2006 revenues would have been
$7.6 billion, the fourth highest among U.S. publicly-traded
engineering and construction companies.  Based on previously
issued guidance, the companies would have combined 2007 revenues
of approximately $8.6 billion. In addition, the companies would
have had combined 2006 EBITDA of $425 million and total backlog
exceeding $11 billion, as of March 31, 2007.  The combined company
would have projects in over 50 countries and more than 54,000
employees.

The combined company will offer a full range of engineering,
construction, operations and maintenance services for both fossil
fuel and nuclear power plants globally.  The combined company also
will have one of the largest teams of nuclear scientists and
engineers in the industry, as well as a leading nuclear
decommissioning and remediation business, enabling it to meet the
anticipated resurgence in the nuclear energy market. In the
infrastructure market, the combined entity will be positioned to
meet growing demand for comprehensive services on large, complex
transportation and water/wastewater projects around the world.  In
addition, the combined company is expected to be a major
contractor to the federal government, including a top five
provider of technical services to the U.S. Department of Defense
and a top provider of engineering, management and environmental
services to the U.S. Department of Energy.

Under the terms of the agreement, which has been unanimously
approved by the boards of directors of both companies, Washington
Group stockholders will receive $43.80 in cash and 0.772 shares of
URS common stock for each Washington Group share.  Based on the
closing price of URS' stock on May 25, 2007, the last trading day
prior to the announcement, the consideration is valued at $80.00
per Washington Group share, with an implied consideration mix of
55% in cash and 45% in stock.  The current value of the
consideration represents a premium of approximately 14% to the May
25, 2007 closing price of Washington Group shares.  The
transaction is intended to allow the portion of consideration
received in URS stock to be tax-free to Washington Group
stockholders.  URS stockholders will retain their shares following
the consummation of the transaction.  Upon completion of the
transaction, Washington Group stockholders would own approximately
31% of the combined company.  The combined company will be called
URS Corporation.

"URS has a history of anticipating change in the industry, and
this transaction is the next logical step in building for future
growth," Martin M. Koffel, Chairman and Chief Executive Officer of
URS, said.  "Through this combination, both companies will be
better positioned to capture growth from favorable trends across
the engineering and construction sectors, including the increased
investment in infrastructure projects, the focus on emissions
reduction and energy independence in the power market, and the
increased use of outsourcing by federal agencies, such as the U.S.
Departments of Defense and Energy.  Together, we will have the
resources to meet increasing client demand for a single firm that
can provide the full range of engineering and construction
services required for large, complex projects in these high growth
markets, both in the United States and abroad.  In addition, our
clients will benefit from the combined firm's expanded
capabilities in the oil and gas, industrial process, facilities
design and management, mining and homeland security sectors."

"The transaction is an exceptional opportunity that offers
significant benefits for both URS and Washington Group
stockholders," Mr. Koffel continued. "The combination is expected
to enhance URS' financial performance, including our revenue
growth, long-term profitability and cash flow.  In addition, the
combined company's diversified revenue and client base -- together
with a backlog in excess of $11 billion - is expected to provide
the stability and consistency of earnings that is a hallmark of
URS."

"This transaction will create a new leader in the engineering and
construction industry that will deliver superior value to our
stockholders, customers and employees over the long term," Stephen
G. Hanks, Chief Executive Officer of Washington Group, said.  "The
increased scale and resources of the combined company, including
URS' significant design resources, will further support our
ability to compete for new opportunities in high growth markets.
The combined company also will have a significant presence in the
anticipated resurgence of the nuclear industry, including fuel
sourcing, enrichment, power generation and spent fuel reprocessing
and disposition."

"We have great respect for the URS team, our businesses complement
each other, and we have highly compatible cultures," Mr. Hanks
continued.  "The employees of both companies will enjoy the
benefits of being part of a robust global organization, with a
diverse portfolio of businesses and services and broad career
opportunities.  I look forward to working with Martin and his team
to deliver on the tremendous potential of the combined company."

"I strongly support the transaction with URS, which I believe will
be beneficial to our stockholders, customers, employees and other
constituencies," Dennis Washington, Chairman of the Washington
Group Board of Directors, stated.  Mr. Washington beneficially
owns stock options currently exercisable for approximately 3.2
million shares of Washington Group common stock.

URS expects to achieve annual pre-tax cost synergies of $50
million to $55 million in 2008.  URS also expects the transaction
to be accretive to cash EPS in 2008 and beyond, neutral to
accretive to GAAP EPS in 2008, and accretive to GAAP EPS in 2009
and beyond, not including revenue synergies expected through the
combination.  In addition, the combined company should be able to
benefit from Washington Group's significant favorable tax
attributes.

URS has received a firm commitment from Wells Fargo and Morgan
Stanley to provide debt financing for the cash portion of the
transaction, subject to customary conditions.  The transaction is
not conditioned on financing and is expected to close in the
second half of 2007. Following the close of the transaction, URS
is expected to have approximately $1.5 billion in debt and a debt-
to-total capital ratio of approximately 37%.

"We have a proven track record of successfully integrating large
acquisitions and managing our strong cash flows to pay down debt
aggressively," Mr. Koffel said.  "We are committed to deleveraging
and maintaining balance sheet flexibility."

The transaction is subject to the approval of the merger agreement
by Washington Group stockholders, the approval of URS' issuance of
shares in the transaction by URS stockholders, regulatory
approvals and customary closing conditions.  Mr. Koffel will
remain CEO of the combined company.  Upon completion of the
transaction, one current member of the Washington Group Board of
Directors will join an expanded URS Board of Directors.

Morgan Stanley acted as lead financial advisor to URS and Latham &
Watkins and Cooley Godward Kronish LLP served as URS' legal
counsel.  UBS also advised URS on the transaction. Goldman Sachs
acted as financial advisor to Washington Group and Wachtell,
Lipton, Rosen & Katz and Jones Day served as Washington Group's
legal counsel.

            About Washington Group International

Headquartered in Boise, Idaho, Washington Group International
(NYSE:WNG) -- http://www.wgint.com/-- provides the talent,
innovation, and proven performance to deliver integrated
engineering, construction, and management solutions for businesses
and governments worldwide.  With more than $3 billion in annual
revenue, the company has approximately 25,000 people at work
around the world providing solutions in power, environmental
management, defense, oil and gas processing, mining, industrial
facilities, transportation, and water resources.

                           About URS

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS) -- http://www.urscorp.com/-- offers a comprehensive
range of professional planning and design, systems engineering and
technical assistance, program and construction management, and
operations and maintenance services for transportation,
facilities, environmental, water/wastewater, industrial
infrastructure and process, homeland security, installations and
logistics, and defense systems.  The company operates in more than
20 countries with approximately 29,500 employees providing
engineering and technical services to federal, state and local
governmental agencies as well as private clients in the chemical,
pharmaceutical, oil and gas, power, manufacturing, mining and
forest products industries.

                          *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on URS Corp. to 'BB+' from 'BB' in July 2005.  Standard &
Poor's also assigned a 'BB+' rating to the company's $650 million
senior secured bank facility.  S&P said the outlook is stable.


VITAL LIVING: Posts $29,000 Net Loss in Quarter Ended March 31
--------------------------------------------------------------
Vital Living Inc. reported a net loss of $29,000 on net revenue of
$1,438,000 for the first quarter ended March 31, 2007, compared
with a net loss of $187,000 on net revenue of $1,333,000 for the
same period ended March 31, 2006.

The decline in net loss resulted from the combination of a
$96,000, or 13%, quarterly comparative growth, in gross margins
during the first quarter of 2007, a $83,000 reduction of
professional and consulting fees, a $36,000 reduction of selling,
general and administrative expenses, and $22,000 reduction in
research and development costs, offset by a $25,000 increase in
salaries and a $37,000 increase in amortization costs.

At March 31, 2007, the company's balance sheet showed $5,932,000
in total assets, $5,764,000 in total liabilities, and $168,000 in
total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,570,000 in total current assets
available to pay $1,816,000 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?2046

                       Going Concern Doubt

Epstein Weber & Conover PLC in Scottsdale, Ariz., expressed
substantial doubt about Vital Living Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's recurring losses from
operations, working capital deficit, and dependence on funding
sources from other than operations.

                       About Vital Living

Headquartered in Boca Raton, Fla. Vital Living Inc. (OTC BB: VTLV)
-- http://www.vitalliving.com/ -- is a publicly traded
corporation engaged in the manufacture and marketing of
bionutritionals and nutraceuticals.


VITALTRUST BUSINESS: Reports Zero Revenues in First Quarter 2007
----------------------------------------------------------------
VitalTrust Business Development Corporation did not generate any
income for the three months ended March 31, 2007, as compared with
$40,000 total income for the three months ended March 31, 2006.
The decrease was due to the company not entering into any
management or consulting fee arrangements during the first quarter
of 2007.

The company realized net decrease in net assets resulting from
operations of $149,210 for the first quarter 2007, as compared
with $net decrease in net assets resulting from operations of
$598,319 for the same quarter a year earlier.

At March 31, 2007, the company reported total assets of
$1,113,703, total liabilities of $890,684, and total shareholders'
equity of $223,019.  Accumulated deficit stood at $10,733,163 as
of March 31, 2007.

At March 31, 2007, and Dec. 31 2006, the company had $2,424 and
$5,226 respectively in cash and cash equivalents.

The company issued 29,075,095 to the officers of the corporation
for a stock subscription amount of $1,000,000.  As the company
needs cash to fund its operations, the officers will provide what
is needed.  The officers provided $178,945 in cash as of March 31,
2007

The company expects its cash on hand and cash generated from
operations to be adequate to meet its cash needs at the current
level of operations, including the next 12 months.  The company
generally funds new originations using cash on hand and equity
financing and outside investments.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2054

                    About VitalTrust Business

VitalTrust Business Development Corporation (OTC BB: VTBD) --
http://www.vital-trust.com/-- a registered Business Development
Company under the Investment Company Act of 1940, provides
management and finance primarily to private companies that desire
to become publicly traded during the course of their business
cycle.  The company invests and manages enterprises in the
healthcare, energy, and Internet and services sectors.

                       Going Concern Doubt

Rotenberg Meril Solomon Bertiger & Guttilla PC, in Saddle Brook,
N.J., expressed substantial doubt about VitalTrust Business
Development Corporation'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, negative cash flows from operations,
and the uncertainty related to outstanding litigation.


VYTERIS INC: Posts $9,789,006 Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Vyteris Inc., fka Vyteris Holdings (Nevada) Inc., reported a net
loss of $9,789,006 on total revenues of $950,301 for the first
quarter ended March 31, 2007, compared with a net loss of
$4,142,349 on total revenue of $511,376 for the same period ended
March 31, 2006.

The net loss for the quarter ended March 31, 2007, includes a loss
from revaluation of warrants issued in excess of authorized shares
of approximately $5.3 million related to the change in fair value
of the warrants issued in connection with the November 2006
Financing, the December 2006 Financings and the 2007 Financings.

Revenues for the three-month period ended March 31, 2007, were
primarily derived from reimbursement of product development costs.
Revenues in the comparable period in the prior year were
principally comprised of $400,000 under the development and
marketing agreement with Ferring and $100,000 in research
feasibility studies and product and demonstration unit sales
to B. Braun.

Interest expense, net, was $1.4 million in the three-month
period ended March 31, 2007, compared to $1 million in the
comparable period in the prior year, an increase of 44.4%.  This
increase is principally attributable to the increase of third
party interest expense and interest expense to related parties.

At March 31, 2007, the company's balance sheet showed $8,547,349
in total assets and $45,610,342 in total liabilities, resulting in
a $37,062,993 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $7,058,738 in total current assets
available to pay $30,777,790 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?203f

                       Going Concern Doubt

Amper, Politziner & Mattia P.C., in Edison, N. J., expressed
substantial doubt about Vyteris Holdings (Nevada) Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
and dependence upon outside financing to fund operations.

During the three-month period ending March 31, 2007, the company
financed its operations with a $400,000 loan in the form of a
senior secured promissory note from Spencer Trask Specialty Group,
LLP.  In addition, in the first quarter of 2007 the company raised
a total of $8.1 million pursuant to stock purchase agreements for
the sale of shares of common stock at $0.75 per share.

                        About Vyteris Inc.

Vyteris, Inc. (OTC BB: VYHN.OB) formerly Vyteris Holdings (Nevada)
Inc., has developed and produced the first electronically
controlled transdermal drug delivery system that delivers drugs
through the skin comfortably, without needles.  In January 2005,
the company received approval from the United States Food and Drug
Administration for its manufacturing facility and processes for
LidoSite.  The company holds over 60 U.S. patents relating to the
delivery of drugs across the skin using a mild electric current.


WIRELESS AGE: Posts Net Loss of $1,180,824 in Qtr Ended March 31
----------------------------------------------------------------
Wireless Age Communications Inc. reported a net loss of $1,180,824
for the first quarter ended March 31, 2007, compared with a net
loss of $106,838 for the same period last year.

Results for the quarter ended March 31, 2007, includes a net loss
from discontinued operations of $1,408,732, while the net loss for
the 2006 first quarter included a net loss from discontinued
operations of $96,615.

The net loss from discontinued operations loss for the quarter
ended March 31, 2007, was substantial and represents the losses of
Knowlton Pass Electronics Inc., which was sold effective March 1,
2007, and mmwave Technologies Inc., which at the end of the
quarter was inactive.

Net income from continuing operations was $227,908 in the current
period compared to a net loss of $10,223 during the three-month
period ended March 31, 2006.

Continuing operations revenues for the consolidated entity
including product sales, commissions and residual revenue during
the three month period ended March 31, 2007, were $5,941,668
compared to $4,728,337 during the first quarter of 2006,
representing a 25.7% increase in sales over the comparative period
in the prior year.

At March 31, 2007, the company's balance sheet showed $6,890,269
in total assets and $10,084,271 in total liabilities, resulting in
a $3,194,002 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $5,301,630 in total current assets
available to pay $9,629,794 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?203d

                       Going Concern Doubt

Mintz & Partners LLP, in Toronto, Canada, expressed substantial
doubt about Wireless Age Communications Inc.'s ability to continue
as a going concern after auditing the company's balance sheet at
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, and working capital
and stockholders' deficits at Dec. 31, 2006.

                        About Wireless Age

Headquartered in Mississauga, Ontario, Canada, Wireless Age
Communications Inc. (OTC BB: WLSA.OB) -- through its 99.7% owned
subsidiary, Wireless Age Communications Ltd., is in the business
of operating retail cellular and telecommunications outlets in
cities in western Canada.  The company, through its other wholly
owned subsidiary Wireless Source Distribution Ltd., is in the
business of distributing two-way radio products, prepaid phone
cards, wireless accessories and various battery and ancillary
electronics products in Canada.


ZIFF DAVIS: Posts $38.2 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Ziff Davis Holdings Inc. reported a net loss of $38.2 million for
the first quarter ended March 31, 2007, compared with a net loss
of $33.5 million for the same period in 2006.

The company's consolidated EBITDA increased to $3.1 million for
the first quarter 2007, up 15% compared to $2.7 million for the
prior year period.  This increase in EBITDA was primarily due to
the growth in the company's digital businesses, which generated a
four-fold increase in EBITDA due to revenue growth and cost
efficiencies.  This improvement was partially offset by a
continued decline in EBITDA for the company's ongoing print
publications.

Consolidated revenues decreased to $32.7 million for the first
quarter of 2007, compared with consolidated revenues of
$40.3 million for the first quarter of 2006.   Excluding revenue
from closed publications, revenue decreased 12% or $4.3 million
compared to the prior year quarter.  Including closed
publications, consolidated revenue was down 19% for the period.
The company's digital revenues increased by 9%, as online growth
of 26% was partly offset by the timing of certain custom marketing
service programs.  Print revenues, excluding closed publications,
declined 24%.

"I'm pleased to report our fourth consecutive quarter of increased
earnings over the prior year," said Robert F. Callahan, chairman
and chief executive officer of Ziff Davis Holdings Inc.  "The
growth of our digital platforms continues to drive the improved
profitability of this business, despite the decline in print
advertising.  Roughly half of our revenues now come from digital
platforms and next quarter we will be well over 50%."

                         Cash Position

At March 31, 2007, the company had $22.2 million of cash and cash
equivalents.  During the first quarter of 2007, the company's cash
and cash equivalents increased $6.8 million.

On Feb. 15, 2007, the company executed a Note Purchase Agreement
related to the issuance of an aggregate of $20 million in
principal amount of new Senior Secured Notes due 2012.  The
company intends to use the net proceeds of the sale of the Notes
for general corporate purposes, including payment of interest
obligations on its outstanding debt securities.

During the quarter, the company paid $15.7 million of scheduled
interest payments and spent $600,000 for capital expenditures and
$1.7 million in restructuring costs.

At March 31, 2007, the company's balance sheet showed
$293.4 million in total assets and $1.53 billion in total
liabilities, resulting in a $1.24 billion total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $49.7 million in total current assets
available to pay $62.4 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?203c

                       Going Concern Doubt

Grant Thornton LLP, in New York, expressed substantial doubt about
Ziff Davis Holdings 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 incurred a net loss of approximately
$133.8 million during the year ended Dec. 31, 2006, and as of said
date, working capital deficit and accumulated deficit of
approximately $21 million and $1.2 billion, respectively.

In addition, as of March 31, 2007, the company had long-term debt
and redeemable preferred stock, which has been classified as debt,
totaling $390 million and $1.02 billion respectively, and a
working capital deficit of approximately $12.7 million.
Commencing August 2006, the company's Compounding Notes due 2009
accrue interest on a cash basis.  The first cash interest payment
for the Compounding Notes was made in February 2007.

                        About Ziff Davis

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc.  Headquartered in New York, Ziff Davis Media Inc.
-- http://www.ziffdavis.com/-- is a leading integrated media
company serving the technology and videogame markets.  Ziff Davis
reaches over 28 million people a month through its portfolio of 32
websites, 6 magazines, and hundreds of consumer and b-to-b events,
as well as business IT tools, custom publishing, and direct
marketing services.  The company also has offices and labs in San
Francisco and Boston.  The company exports its brands
internationally in 50 countries and 21 languages.


* BDO Dunwoody Agrees Merger With Goodman Rosen
-----------------------------------------------
BDO Dunwoody Limited and Goodman Rosen Inc., Trustees in
Bankruptcy, have agreed to merge their professional practices
effective July 1, 2007.  The merged firm will operate as BDO
Dunwoody Goodman Rosen Inc., operating in Halifax and Sydney.

BDO Dunwoody Limited will continue to operate and grow Financial
Recovery Practices throughout the rest of Canada.  BDO Dunwoody
Limited holds one of Canada's first corporate licenses as a
Trustee in Bankruptcy and presently has 120 partners and
professional staff nationwide.

The merger enables the Goodman Rosen professionals to join a
dedicated group of financial recovery specialists within a
national network of professionals and access their resources.  The
combination will enable the firm to offer its clients an expanded
range of services, while allowing BDO Dunwoody Limited to more
effectively serve the Atlantic Canada marketplace.

Keith Farlinger FCA of BDO Dunwoody LLP, comments, "I am thrilled
at the prospect of adding the stature and capabilities of Paul
Goodman and Mark Rosen to our firm.  Through this merger, we will
offer our Atlantic Canada clients and contacts outstanding
resources in every area of financial recovery services.  Our
national network will benefit from Goodman Rosen's exceptional
strengths in financial recovery consulting.  Both of these
professionals have a highly respected reputation throughout
Atlantic Canada."

Mr. Farlinger further says, "In doing this merger, we're looking
at more than the immediate benefits.  This is a first step in our
growing a full-service practice in Atlantic Canada.  The people at
Goodman Rosen are well-connected, and they will be of great help
to us in building a strong presence throughout the Maritimes."

"This merger will provide our clients with access to a depth and
breadth of expertise not previously available to them," said Paul
Goodman, of Goodman Rosen Inc.  "With BDO's resources, which
extend across Canada and internationally, we can quickly and cost-
effectively facilitate resolutions for virtually any type or size
of business needing financial recovery and restructuring
services."

                       About Goodman Rosen

Goodman Rosen Inc. -- http://www.goodmanrosen.ca/-- is a boutique
professional services firm that was established as a predecessor
organization by Paul Goodman, FCA, FCIRP, FIIC in 1998 after
spending 28 years with one of Canada's largest accounting firms.
In 2002, after 18 years with another national firm, Mark Rosen,
LLB, FCIRP joined Mr. Goodman under the present firm name.  The
Goodman Rosen team offers professional advice and experienced
assistance to individuals and businesses undergoing financial
difficulties and has been involved in many of Atlantic Canada's
most significant insolvency and business restructuring situations.

                     About BDO Dunwoody LLP

BDO Dunwoody Limited is part of BDO Dunwoody LLP --
http://www.bdo.ca/-- one of Canada's largest national accounting
and advisory firms, which is an independent Member firm of BDO
International, the fifth largest global network of accounting and
advisory services firms.  Through BDO International, which has
more than 20,000 professionals in over 100 countries, the firm's
support extends internationally.

                             *********

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.

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