TCR_Public/060607.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, June 7, 2006, Vol. 10, No. 134

                             Headlines

ACTUANT CORP: Special Shareholders Meeting set for July 7
ADELPHIA COMMS: Files Fourth Amended Joint Plan of Reorganization
AHSC ARCHITECTS: Case Summary & 20 Largest Unsecured Creditors
ALASKA COMMS: March 31 Balance Sheet Upside-Down by $29 Million
AMERICAN ACHIEVEMENT: S&P Rates $150 Million Sr. Notes at CCC+

AMERICAN GREETINGS: Moody's Cuts Rating on $22.7MM Notes to Ba2
AMERICAN GROUP: Moody's Junks Rating on $150MM Sr. Unsec. Notes
AMERIPATH INC: Posts $2 Million Net Loss in Quarter Ended March 31
ARCTIC GLACIER: DBRS Holds Low-B Rating on Notes & Facilities
ATA AIRLINES: Court Gives Nod on Boeing Settlement Agreement

ATA AIRLINES: Court Approves Flying Food Settlement Agreement
BACHRACH CLOTHING: Case Summary & 23 Largest Unsecured Creditors
BAYOU GROUP: Organizational Meeting Scheduled for Friday
BEAZER HOMES: Moody's Assigns Ba1 Rating to $275 Million Sr. Notes
BELLE HAVEN: Moody's Assigns Ba1 Rating to $5 Mil. Class E Notes

BIOSTEM INC: Mar. 31 Balance Sheet Upside-Down by $740,384
BOOKBINDER'S RESTAURANT: Case Summary & 19 Largest Creditors
BRASOTA MORTGAGE: Judge May OKs $3.7 Mil. Settlement with Balkany
CALPINE CORP: Court Approves Directors' Compensation Program
CATHOLIC CHURCH: Portland Tort Panel Retains LECG as Consultants

CATHOLIC CHURCH: Portland Tort Committee Wants to Hire Appraisers
CELTRON INT'L: March 31 Balance Sheet Upside Down by $3.2 Million
CITIQUEST COMPANIES: Case Summary & 7 Largest Unsecured Creditors
CLARET TRUST: Moody's Assigns Low-B Ratings to Seven Cert. Classes
CLEAN EARTH: Files Schedules of Assets and Liabilities

COMMODRE APPLIED: March 31 Balance Sheet Upside Down by $10.1MM
CRIS HORTON: Case Summary & 13 Largest Unsecured Creditors
DANA CORPORATION: Court Approves Metaldyne Settlement Agreement
DANA CORPORATION: Paying $35 Million to Holders of Tooling Claims
DATALOGIC INT'L: Incurs $2.8 Mil. Net Loss in 2006 1st Fiscal Qtr.

DATALOGIC INT'L: Completes $1.625 Million Private Placement
DELTA AIR: Can Increase Surety Bond Program to $60 Million
DELTA AIR: Court Extends Rule 9027 Removal Period
DSL NET: Posts $4.8 Mil. Net Loss in 2006 1st Fiscal Quarter
EAGLEPICHER: Changes Claims Treatment for Six Classes Under Plan

EL NAPOLITO: Case Summary & 2 Largest Unsecured Creditors
ENTERGY NEW: Romeros Wants Late Claim Allowed as Timely Filed
EROOMSYSTEM TECH: Files First Quarter Financial Statements
FAIRCHILD: Moody's Places Rates New $500 Million Loan at Ba3
FOAMEX INTERNATIONAL: Wants to Expand Scope of Alvarez's Services

FOAMEX INT'L: Will Pay $350,000 Severance to Ex-CFO Douglas Ralph
FREDERICK HADEN: Case Summary & 13 Largest Unsecured Creditors
FRONTLINE CAPITAL: Wants Until August 31 to File Chapter 11 Plan
FUTUREDEX INC: Case Summary & 20 Largest Unsecured Creditors
GENESCO INC: Earns $10.7 Million in Quarter Ended April 29

GOODING'S SUPERMARKETS: Wants to Assume Contract with Lwin Family
GOODING'S SUPERMARKETS: Hires Coldwell Banker as Broker
GSC ABS: Moody's Puts Low-B Ratings on $10MM Floating Rate Notes
HANDEX GROUP: Asks Court to Dismiss Chapter 11 Cases
HEADLINERS ENT: March 31 Balance Sheet Upside Down by $10 Million

HEARTLAND INC: Meyler & Company Raises Going Concern Doubt
INFORMATION ARCHITECTS: Unveils Plan for the Big Network
INTEGRATED MEDIA: Posts $881,687 Net Loss in 2006 1st Fiscal Qtr.
IPALCO ENTERPRISES: S&P Holds BB+ Corporate Credit Rating
JACOBS INDUSTRIES: Committee Can Prosecute Lawsuit v. Insiders

JORDAN IND: Moody's Junks Rating on $27 Mil. Sr. Sub. Debenture
K HOVNANIAN: Moody's Places Rating on $250 Mil. Sr. Notes at Ba1
KAISER ALUMINUM: Asks Court to Approve American Settlement Pact
KAISER ALUMINUM: Mr. Bodnar Says Holder Affidavits are Defective
KRONOS ADVANCED: March 31 Balance Sheet Upside Down by $3.5 Mil.

KUSHNER-LOCKE: Has Access to Bank Lenders' Cash Collateral
KUSHNER-LOCKE: Media 8 Balks at Document Requests
LARRY'S MARKETS: CEO Assures no Job Cuts are Planned
LNR PROPERTY: S&P Assigns B+ Credit Ratings with Stable Outlook
M&S TRANSPORTATION: Court Dismisses Chapter 11 Case

MAGRUDER COLOR: Judge Stern Confirms Plan of Reorganization
MARKSON ROSENTHAL: Administrative Claims Filing Due June 13
MARKSON ROSENTHAL: Gets Final Court Approval on DIP Financing
MCCANN INC: Trustee Seeks Final Decree Closing Chapter 11 Case
MERIDIAN AUTOMOTIVE: Plan Funding & Treatment of Claims Under Plan

MERIDIAN AUTOMOTIVE: Lazard's Valuation Analysis Under Joint Plan
MERIDIAN AUTOMOTIVE: Liquidation Analysis in Amended Joint Plan
MIRANT CORP: DOE & EPA Sees Increased Operations in Virginia Plant
MESABA AVIATION: Pan Am No Longer Part of Official Committee
ML CBO: Moody's Lowers Rating on $230 Mil. Sr. Sec. Notes to Caa2

MUSICLAND HOLDING: Wants to Walk Away from 122 Contracts & Leases
MUSICLAND HOLDING: Paying Postpetition Debts to Licensing Ventures
NCT GROUP: March 31 Stockholders' Deficit Reaches $160.8 Million
NEWPAGE CORP: S&P Puts B+ Rating on Proposed $750 Mil. Term Loan
NORTHWEST AIRLINES: Flight Attendants Reject Labor Contract

OAK HOLLOW: Case Summary & 20 Largest Unsecured Creditors
ONEIDA LTD: Judge Gropper Approves Disclosure Statement
PARADIGM MEDICAL: Mar. 31 Balance Sheet Upside-Down by $1.5 Mil.
PERSISTENCE CAPITAL: Ch. 11 Trustee Hires Danning Gill as Counsel
QUANTUM CORP: S&P Lowers Subordinated Debt Rating to CCC+ from B-

RAVEN MOON: Posts $2.1 Mil. Net Loss in Quarter Ended March 31
REFCO INC: Case Summary & 50 Largest Unsecured Creditors
REFCO INC: Can Assumes and Assign Fifth Avenue Lease to Undertow
REFCO INC: Five FXA Customers Want Assets Sold to FXCM
RUSSELL-STANLEY: Ct. OKs Goldin's Distribution Reserve Provisions

SILICON GRAPHICS: Arthur Money Quits as Director Effective May 31
SILICON GRAPHICS: Will Pay $5.4 Mil. of Prepetition Employee Debts
SILICON GRAPHICS: Gets Interim OK to Hire Bear Stearns as Advisor
SIRIUS SATELLITE: Posts $458MM Net Loss in Quarter Ended March 31
STATION CASINOS: Shareholders Thumb Down Union Proposal

STELLAR TECHNOLOGIES: Posts $1.7 Mil. Net Loss in 2006 3rd Quarter
SUNSET BRANDS: March 31 Working Capital Deficit Tops $11.6 Million
TAG IT PACIFIC: Posts $729,403 Net Loss in 2006 1st Fiscal Qtr.
TENET HEALTHCARE: Earns $70 Million in Quarter Ended March 31
TOPAZ RED: Case Summary & 9 Largest Unsecured Creditors

TRANS MAX: March 31 Balance Sheet Upside Down by 2.1 Million
TRIGEM COMPUTER: Plans to Sell Business Within 2006
TRIGEM COMPUTER: Haier Group May Bid for Assets
UNITED RENTALS: Earns $43.7 Million in Quarter Ended March 31
UWINK INC: Posts $408,895 Net Loss in 2006 First Fiscal Quarter

VARIG S.A.: Asset Auction Scheduled Tomorrow
VARIG S.A.: Plane Seized After Missing $1.8 Mil. in Lease Payments
VITALTRUST BUSINESS: Posts $598,319 Net Loss in First Quarter
VITALTRUST BUSINESS: Files Amended 2005 Financial Statements
WESTWIND GROUP: Court Establishes July 6 Claims Bar Date

WINDSWEPT ENVIRONMENTAL: Names Arthur Wasserspring as CFO
WORLDCOM INC: Ralph Johnson Wants Claim No. 12998 Allowed
XSTREAM BEVERAGE: Mar. 31 Balance Sheet Upside-Down by $21.3 Mil.

* Jeffery J. Stegenga Joins Alvarez & Marsal as Managing Director
* SEC Historical Society Elects A&M's J. Barratt to Trustees Board

* Upcoming Meetings, Conferences and Seminars

                             *********

ACTUANT CORP: Special Shareholders Meeting set for July 7
---------------------------------------------------------
Actuant Corporation will hold a Special Meeting of Shareholders at
8:00 a.m., Central Time, on July 7, 2006, at the Company's
executive offices at 6100 North Baker Road in Milwaukee,
Wisconsin.

During the meeting, shareholders will be asked to:

     -- consider and vote upon a proposal to amend the Company's
        Restated Articles of Incorporation to increase the number
        of authorized shares of Class A Common Stock; and
  
     -- consider and vote upon a proposal to adopt the Actuant
        Corporation Long Term Incentive Plan.

The Board of Directors has fixed the close of business on May 15,
2006, as the record date for the determination of shareholders
entitled to receive notice of and to vote at the Special Meeting.

A full-text copy of the Proxy Statement for the special
shareholders' meeting is available for free at:

            http://researcharchives.com/t/s?ab5

Headquartered in Glendale, Wisconsin, Actuant Corp. (NYSE:ATU)
-- http://www.actuant.com/-- is a diversified industrial company  
with operations in more than 30 countries.  The Actuant businesses
are market leaders in highly engineered position and motion
control systems and branded hydraulic and electrical tools and
supplies.  Since its creation through a spin-off in 2000, Actuant
has grown its sales from $482 million to over $1 billion and its
market capitalization from $113 million to over $1.5 billion.  The
company employs a workforce of approximately 6,000 worldwide.
Actuant Corporation trades on the NYSE under the symbol ATU.

Actuant Corp.'s 2% Convertible Senior Subordinated Debentures due
2023 carry Standard & Poor's B+ rating.


ADELPHIA COMMS: Files Fourth Amended Joint Plan of Reorganization
-----------------------------------------------------------------
Adelphia Communications Corporation filed, on June 6, 2006, a
modified Chapter 11 bankruptcy Plan of Reorganization with the
U.S. Bankruptcy Court for the Southern District of New York
relating to the two joint ventures it holds with Comcast
Corporation.  This Second Modified Fourth Amended Joint Plan of
Reorganization is a key step in the process to facilitate
completion of the sale of substantially all of Adelphia's assets
to Time Warner NY Cable and Comcast as expeditiously as possible.

Under this process, Adelphia's majority interests in the joint
ventures, Parnassos and Century-TCI, will be sold to Comcast in
connection with a confirmed Chapter 11 Plan of Reorganization that
provides for payment in full to the creditors of the joint
ventures, while substantially all of Adelphia's remaining Cable
assets will be sold to Comcast and Time Warner NY Cable under a
court-approved asset sale under Section 363 of the Bankruptcy
Code.  The sale of Adelphia's interest in both joint ventures and
the sale of the remaining Adelphia assets are expected to occur
contemporaneously.

Distributions to creditors of Adelphia entities outside the
Century-TCI and Parnassos joint ventures will not occur until
after the confirmation of separate plans of reorganization
relating to those entities, which Adelphia intends to seek
following completion of the sales.  Until confirmation of such
separate plan of reorganization, the non-joint venture Adelphia
entities will remain in bankruptcy.  

As reported in the Troubled Company Reporter on May 29, 2006, the
process is subject to, among other things, agreement with Time
Warner NY Cable and Comcast on amendments to the applicable
purchase agreements.  To date the parties have not agreed to such
amendments and there can be no assurance that such agreement will
be reached.

A copy of the Company's Second Modified Fourth Amended Joint Plan
of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?ae8

                         About Adelphia

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors .  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.


AHSC ARCHITECTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AHSC Architects, P.C.
        155 White Plains Road
        Tarrytown, New York 10591

Bankruptcy Case No.: 06-22340

Type of Business: The Debtor is a full service architectural firm
                  specializing in the comprehensive planning and
                  design of facilities for the healthcare,
                  scientific and corporate markets. It provides a
                  full range of services from master planning, to
                  functional and space programming to
                  architectural design and interior design.
                  See http://www.ahscarch.com/

Chapter 11 Petition Date: June 6, 2006

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Atkins Koven Feinberg                     $350,000
Engineers, LLP
1501 Broadway, Suite 700
New York, NY 10036

Severud Associates                        $258,654
38 East 29th Street, 5th Floor
New York, NY 10036

Vanzelm Heywood & Shadford, Inc.          4214,647
Town Center
29 South Main Street
West Hartford, CT 06107-2420

Goldman Copeland Associates, P.C.         $183,917

NAPCO Copy Graphics                       $126,455

Erdman Anthony M/E Engineers              $118,658

Kallen & Lemelson                          $77,277

Syska & Hennessy                           $75,392

LJM Engineering Group                      $61,804

John Smolen & Associates LLC               $61,397

Holt Construction                          $60,768

Butcher Consulting Group                   $58,500

Bartlett & West                            $56,193

Milber Markis Plousadis & Seiden, LLP      $48,206

Latimer, Sommers & Associates              $43,374

Caretsky Engineering                       $34,650

Leslie E. Robertson Associates             $28,918

Richter & Cegan                            $28,869

BMR Eastview Holdings, LLC                 $28,578

Schwartz & Hofflich                        $21,000


ALASKA COMMS: March 31 Balance Sheet Upside-Down by $29 Million
---------------------------------------------------------------
Alaska Communications Systems Group, Inc., reported a $8,372,000
net loss on $82,642,000 of revenues for the three months ended
March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $550,057,000
in total assets and $579,225,000 in total liabilities, resulting
in a stockholders' deficit of $29,168,000.

A full-text copy of the Company's financial statements for the
quarter ended March 31, 2006, is available for free at:

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

Alaska Communications -- http://www.alsk.com/-- is the leading   
integrated communications provider in Alaska, offering local
telephone service, wireless, long distance, data, and Internet
services to business and residential customers throughout Alaska.


AMERICAN ACHIEVEMENT: S&P Rates $150 Million Sr. Notes at CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Achievement Corp. and its intermediate holding company AAC Group
Holding Corp., including its corporate credit ratings to 'B' from
'B+'.
     
At the same time, Standard & Poor's assigned its 'CCC+' rating to
company's ultimate parent American Achievement Group Holding
Corp.'s $150 million senior discount notes due 2016, reflecting
the structural subordination of the notes to other indebtedness at
AAC.  The company plans to use the proceeds of the notes issue to
pay a dividend to its equity holders.  Pro forma for the notes,
Austin-based AAC had about $540 million in total lease-adjusted
debt outstanding as of February 2006.  The outlook is stable.
      
"The downgrade reflects the company's more aggressive financial
policy compared to previous expectations, additional leverage in
the capital structure, and diminished financial flexibility," said
Standard & Poor's credit analyst Emile Courtney.

The proposed dividend follows the $86 million dividend paid to
AAC's equity holders in November 2004.  While likely earnings
growth and the use of cash flow toward debt repayment could allow
credit measures to improve during the next few years, Standard &
Poor's expects that the company's owners will continue to manage
the business at a leverage target above the level that would be
consistent with the previous corporate credit rating.


AMERICAN GREETINGS: Moody's Cuts Rating on $22.7MM Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service lowered the rating on American Greetings
Corporation's $22.7 million 6.1% senior unsecured notes due 2028
to Ba2 from Ba1, reflecting their contractual subordination to the
senior secured credit facilities.

A provision that allowed these notes to share collateral with the
senior secured credit facilities was stripped upon the company's
execution of a supplemental indenture on May 25th, 2006.

The remaining notes are putable in 2007.  With this action, the
6.1% senior unsecured notes due 2028 are now rated at the same
level as the 7.375% senior unsecured notes due 2016.

Please refer to Moody's press release dated May 15th, 2006 for a
complete discussion of American Greetings' ratings and outlook.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products. Net
sales were approximately $1.9 billion for FY2006.


AMERICAN GROUP: Moody's Junks Rating on $150MM Sr. Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to American
Achievement Group Holding Corp.'s proposed $150 million senior
unsecured discount notes due 2016.  The company's corporate family
rating was downgraded to B2 from B1.  Moody's also affirmed the
company's other debt ratings.

The downgrade of the corporate family rating reflects Moody's view
that the additional $150 million of debt associated with the
proposed discount notes results in consolidated credit metrics
that are inconsistent with a B1 ratings profile.  Although the
company has made significant progress improving its credit profile
over the last two years, the proposed discount notes will largely
reverse this progress.

For instance, Moody's estimates that AAC's pro forma debt to
EBITDA increases to 7.6 times from 5.8 times for the LTM ended
February 2006.  Moody's believes that this metric is weak for the
B2 ratings category, and thus, the rating does not accommodate the
potential for any weakening of operating performance or further
increases in leverage.

Additionally, the transaction significantly leverages AAC's
balance sheet without any incremental benefit to operating
earnings or asset values as the company will use the proceeds from
the discount notes, net of transaction fees, to fund a special
dividend to the firms' equity investors Fenway Partners.  The
outlook remains stable.

Ratings Assigned:

American Achievement Group Holding Corp.

   * $150 million senior unsecured discount notes due 2016, Caa2;

   * Corporate family rating, B2.

Ratings Affirmed:

AAC Group Holding Corp.

   * $102 million senior unsecured discount notes due 2012, Caa1.

American Achievement Corporation

   * $150 million senior subordinated notes due 2012, B2;

   * $40 million senior secured revolving credit facility due
     2010, Ba3;

   * $123 million senior secured term loan due 2011, Ba3.

Ratings Withdrawn:

AAC Group Holding Corp.

   * Corporate family rating, B1.

The B2 corporate rating is primarily driven by a weak quantitative
profile with pro forma credit metrics largely consistent with
other mid to low B rated companies.  The rating also considers the
company's aggressive financial policy given its emphasis on debt-
financed distributions to its owners.  Notwithstanding these
risks, the rating considers AAC's strong qualitative profile with
substantial market shares in each of its niche product segments.

The rating also considers the relatively limited business risk
that is inherent in the school affinity products industry, as
evidenced by AAC's high customer retention rates and the strong
and predictable cash flow generation.  AAC's large network of
exclusive independent sales representatives, coupled with the
company's ability to meet the service requirements of its
customers under narrow production and delivery timeframes, serves
as a substantial barrier to entry that further supports the
rating.  The company also benefits from an efficient manufacturing
footprint and fully integrated technology throughout the yearbook
production process.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments - yearbooks, class rings, graduation products and
scholastic publications.  The company reported sales of $309
million for the LTM ended February 25, 2006.


AMERIPATH INC: Posts $2 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
AmeriPath, Inc., reported a $2,090,000 net loss on $170,936,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$1,340,786,000 in total assets and $775,223,000 in total
liabilities resulting in a stockholders' equity of $565,563,000.

Full-text copies of the Company's financial statements for the
quarter ended March 31, 2006, are available for free at:

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

Headquartered in Palm Beach Gardens, Florida, AmeriPath, Inc. --
http://www.ameripath.com/-- is one of the leading anatomic  
pathology practices in the United States.  AmeriPath offers a
broad range of testing and information services used by physicians
in the detection, diagnosis, evaluation and treatment of cancer
and other diseases and medical conditions.

AmeriPath, Inc.'s 10-1/2% Senior Subordinated Notes due 2013 carry
Moody's Investors Service's B3 rating and Standard & Poor's B-
rating.


ARCTIC GLACIER: DBRS Holds Low-B Rating on Notes & Facilities
-------------------------------------------------------------
Dominion Bond Rating confirmed the ratings of Arctic Glacier Inc.
and Arctic Glacier International Inc., as indicated below.  In
addition, DBRS has confirmed Arctic Glacier Income Fund's
stability rating at STA-4.

   * Senior Secured Notes Confirmed BB Stb
   
   * Bank Credit Facilities Confirmed BB Stb

   * Extendible Convertible Unsecured Subordinated
     Debentures New Rating B (high) Stb

This removes the Company's and the Fund's "Under Review with
Negative Implications" status, where they were placed on May 9,
2006, pursuant to the proposed acquisition of a group of six
independent entities, known collectively as California Ice.

DBRS has also assigned a rating to Arctic Glacier Income Fund's
6.5% Extendible Convertible Unsecured Subordinated Debentures of B
(high).  DBRS notes that the Debentures will be deeply
subordinated to debt issued by Arctic Glacier Inc.  As such, the
Debentures have the potential to be more significantly affected by
fluctuations in the earnings of Arctic Glacier.

Following completion of its review, DBRS expects that the
California Ice acquisition will not have a material impact on the
Company's business risk.  The financial profile is expected to
remain reasonable in the medium term and DBRS expects the Company
to continue to manage its credit metrics within the parameters of
the current rating categories.

In particular, DBRS notes that in excess of 70% of the purchase
price is being financed through the issuance of new trust units or
through the issuance of debt which is subordinated to the senior
secured debt.

The Company should benefit from the acquisition of California Ice,
which will solidify Arctic Glacier's position as the second
largest producer and distributor of packaged ice products in North
America.

In addition, Arctic Glacier is expected to benefit from the
increased geographic diversity provided by the acquisition, which
should help to reduce the seasonality of the business.  
Integration of the California Ice businesses is not expected to be
a problem, given Arctic Glacier's extensive experience with the
integration of acquisitions.


ATA AIRLINES: Court Gives Nod on Boeing Settlement Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved a Settlement Agreement between ATA Airlines, Inc., and
Boeing Company.

                     Purchase Agreement

As reported in the Troubled Company Reporter on April 25, 2006,
ATA and Company are parties to a purchase agreement dated June 30,
2000, under which ATA Airlines was to purchase seven model 737-800
aircraft on certain terms and conditions.

Subsequently, Boeing filed Claim No. 1238 in ATA's Chapter 11
cases asserting certain amounts owed under the Purchase Agreement
relating to undelivered aircraft.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
relates that ATA made advance payments to Boeing toward the
purchase of the Undelivered Aircraft for $4,949,070.

However, ATA consequently determined that it no longer desires to
purchase the Undelivered Aircraft.  ATA has also rejected the
Purchase Agreement pursuant to Section 365 of the Bankruptcy Code
by means of the confirmation of the Reorganizing Debtors' First
Amended Plan of Reorganization entered on January 31, 2006.

                     Settlement Agreement

Following arm's-length negotiations, ATA and Boeing agreed to
execute a settlement agreement to settle any and all claims and
causes of actions that:

    (i) Boeing may have that arise under the Purchase Agreement as
        it relates to the Undelivered Aircraft, including the
        Boeing Claim; and

   (ii) ATA may have that:

        (a) arise under the Purchase Agreement as it relates to
            the Undelivered Aircraft including claims relating to
            the Advance Payments; or

        (b) arise under Chapter 5 of the Bankruptcy Code, whether
            or not related to the Purchase Agreement.

Under the Settlement Agreement, ATA will be allowed credit with
Boeing, subject to terms and conditions, for its Advance
Payments.

Absent the settlement, ATA may be compelled to expend substantial
resources and incur unnecessary expenses in prosecuting its claims
under the Purchase Agreement and in resolving the Boeing Claim,
Mr. Hall explains.

Since the terms of the Settlement Agreement contain highly
sensitive information, ATA obtained the Court's approval to file
the terms under seal.

                       About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


ATA AIRLINES: Court Approves Flying Food Settlement Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
allowed ATA Airlines, Inc., and Flying Food Group, LLC, to:

   -- enter into a Settlement Agreement;

   -- allow the $1,242,399 Prepetition Claim as a general
      unsecured claim; and

   -- authorize ATA to execute the New Agreement.

As reported in the Troubled Company Reporter on Apr. 13, 2006,
Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA and Flying Food were parties to a
contract under which Flying Food sold and delivered catering
products and services to ATA.

The Prepetition Agreement was rejected pursuant to the order
confirming the Reorganizing Debtors' Plan of Reorganization on
January 31, 2006.

However, ATA and Flying Food continued their relationship under
agreed terms pursuant to a Court order entered on January 12,
2005.

Prior to Oct. 26, 2004, Flying Food asserted -- and ATA agreed
-- that Flying Food was owed $1,242,399 representing unpaid
invoices under the Prepetition Agreement.

ATA believes that Flying Food's services are significant to its
business operations and, therefore, desires to retain Flying
Food's services.

To settle matters related to the Prepetition Claim and the
Prepetition Agreement, ATA and Flying Food entered into a
settlement agreement.

Among other things, the Settlement Agreement provides that:

   (a) the Prepetition Agreement will be rejected;

   (b) Flying Food's $1,242,399 Prepetition Claim will be allowed
       as a general unsecured claim; and

   (c) ATA and Flying Food will execute a new agreement for the
       provision of services; and

   (d) ATA and Flying Food will release and discharge each other
       from any and all claims, arising from or related to the
       Prepetition Agreement including any and all actions --
       including avoidance actions -- under Chapter 5 of the
       Bankruptcy Code.  Flying Food will retain its right to
       payment under the ATA Reorganizing Debtors' First Amended
       Plan of Reorganization on the Prepetition Claim.

                       About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


BACHRACH CLOTHING: Case Summary & 23 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bachrach Clothing, Inc.
        dba Bachrach
        610 North Fairbanks Court
        Chicago, Illinois 60611

Bankruptcy Case No.: 06-06525

Type of Business: The Debtor is a maker and retailer of formal
                  men's wear and accessories.  It has been in
                  operation since 1877, under the name "Cheap
                  Charley".

                  The Debtor is currently owned by Sun Capital
                  Partners, Inc., a leading private investment
                  firm based in Boca Raton, Florida.  The company
                  operates over 45 stores in major metropolitan
                  markets across 17 states as well as a nationally
                  distributed catalog and E-commerce business.  
                  See http://www.bachrach.com/

Chapter 11 Petition Date: June 6, 2006

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Robert M. Fishman, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 666-2842
                  Fax: (312) 275-0567

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 23 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
57th & 5th, Inc.                 Trade Debt            $505,387
730 5th Avenue, Suite 503
New York, NY 10019

Neema Clothing, Ltd.             Trade Debt            $432,341
73 Gould Street
Bayonne, NJ 07002

Quebecor World                   Trade Debt            $328,741
8700 J. Red Oak Boulevard
Charlotte, NC 28217

Kellwood Distribution            Trade Debt            $322,753
Division
2075 Quaker Point Drive
Quakertown, PA 18951

Maconde USA, LLC                 Trade Debt            $308,581
80 West 40th Street
Suite 53
New York NY 10018

Dalk Enterprises, Inc.           Trade Debt            $239,350
358 Fifth Avenue, Suite 1107
New York NY 10001

Gordon Rush Inc.                 Trade Debt            $230,909
9155 Brown Deer Road
Suite 1
San Diego, CA 92121

Per Lui Per                      Trade Debt            $229,235

Martin Design Group              Trade Debt            $228,404

Ballin International             Trade Debt            $217,843

Jack Victor Ltd.                 Trade Debt            $212,193

Verde Garment Mfg. Ltd.          Trade Debt            $169,221

Store Kraft                      Trade Debt            $155,587

Bartoloni Srl                    Trade Debt            $144,307

Calzaturificio Lady Kent         Trade Debt            $134,824

Cravattificia Dafne              Trade Debt            $127,233
Tonani S.N.C.

Gordon Mitchell Apparel Inc.     Trade Debt            $106,885

Quantum Concept, Inc.            Trade Debt            $106,596

Braemore Neckwear Co.            Trade Debt             $94,093

Jimmy Sales Inc.                 Trade Debt             $93,985

Claudio Giannini                 Disputed Guarantee     Unknown

Morahima Galvan                  Litigation             Unknown

Estela Nunez                     Litigation             Unknown


BAYOU GROUP: Organizational Meeting Scheduled for Friday
--------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Bayou
Group, LLC, and its debtor-affiliates' creditors at 9:30 a.m.,
June 9, 2006, at the U.S. Trustee's 341 Meeting Room, 80 Broad
Street, 2nd Floor in New York.

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

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


BEAZER HOMES: Moody's Assigns Ba1 Rating to $275 Million Sr. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $275
million of 8.125%, 10-year senior notes of Beazer Homes USA, Inc.
At the same time, Moody's affirmed Beazer's corporate family
rating of Ba1 and the Ba1 ratings on the company's existing senior
note issues.  The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
Beazer will maintain a 50% homebuilding debt or capitalization
ratio at each fiscal year-end even as it continues to implement
its share repurchase program.  Although Moody's expects some of
the other key credit metrics to deteriorate as the macro housing
environment continues to weaken, Moody's also anticipates that
free cash flow will reverse from negative to positive, thus
permitting Beazer to maintain its balance sheet integrity.

The ratings incorporate Beazer's solid market share positions in
its major markets, conservative lot supply, modest spec building
practices, and geographic diversification.  At the same time, the
ratings consider Beazer's below-peer-group-average margins and
returns, the decision to shrink operations and devote excess cash
flow to share repurchases, and the cyclical nature of the
homebuilding industry.

Pro forma as of the fiscal second quarter ended March 31, 2006 for
the $275 million of new senior notes, repayment of the $136.6
million of revolver debt outstanding as of that date, and addition
of the balance to working capital, total homebuilding debt or
capitalization would be 50.8%.  This is close to Beazer's stated
target ratio of 50% and within Ba1 debt leverage parameters.

Going forward, consideration for further improvement in Beazer's
outlook and ratings will include lowering its stated target debt
leverage ratio to 45% while keeping its actual debt leverage at or
below this target for more than one year, and improving its
margins and returns.  Factors that could stress the outlook and
ratings will include a releveraging of the balance sheet to above
55% for acquisitions, share repurchases, or because of major
impairment or product liability charges.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 22 states.  Revenues and net income for the trailing
twelve-month period that ended on March 31, 2006 were $5.5 billion
and $471 million, respectively.


BELLE HAVEN: Moody's Assigns Ba1 Rating to $5 Mil. Class E Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of notes
issued by Belle Haven ABS CDO 2006-1, Ltd.

Moody's Ratings:

   * Aaa to the $1,700,000,000 Class A-1 Floating Rate Notes
     Due 2046;

   * Aaa to the $170,000,000 Class A-2 Floating Rate Notes
     Due 2046;

   * Aa2 to the $50,000,000 Class B Floating Rate Notes Due
     2046;

   * A2 to the $30,000,000 Class C Floating Rate Deferrable
     Notes Due 2046;

   * Baa2 to the $29,000,000 Class D Floating Rate
     Deferrable Notes Due 2046; and

   * Ba1 to the $5,000,000 Class E Floating Rate Deferrable
     Notes Due 2046.

According to Moody's, the ratings are based on the expected loss
posed to holders of the Notes relative to the promise of receiving
the present value of such payments.  Moody's also analyzed the
risk of diminishment of cash flows from the underlying portfolio
due to defaults, the characteristics of these assets and the
safety of the transaction's legal structure.

The collateral manager is NIBC Credit Management, Inc.


BIOSTEM INC: Mar. 31 Balance Sheet Upside-Down by $740,384
----------------------------------------------------------
Biostem, Inc., filed its financial statements for the quarter
ended March 31, 2006, with the U.S. Securities and Exchange
Commission.

For the quarter ended March 31, 2006, the company reported a net
loss of $166,695 on net sales of $395,571.  This compares to a net
loss of $99,306 on net sales of $201,658 for the same period in
the prior year.

At March 31, 2006, the company's balance sheet showed total assets
of $400,631 and total liabilities of $1,141,015, resulting in a
stockholders' deficit of $740,384.  The company's March 31 balance
sheet also showed a working capital deficit of $941,820 and
accumulated deficit of $1,211,375.

                        Going Concern Doubt

Meyler & Company, LLC, expressed substantial doubt on Biostem's
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Dec. 31,
2005.  The auditing firm pointed to the company's net loss,
working capital deficit and stockholders' deficit.  

Full-text copies of the company's financial statement for the
quarter ended Mar. 31, 2006, are available for free at:

                http://ResearchArchives.com/t/s?ac9

                          About Biostem

Headquartered in Atlanta, Georgia, Biostem Inc., fka National
Parking Systems, Inc., provides parking and parking related
services.  Services include valet parking services which the
company operates through its wholly owned subsidiary BH holding
Company Inc and vehicle immobilization services which the company
operates through its another wholly owned subsidiary ABS Holding
Company Inc.


BOOKBINDER'S RESTAURANT: Case Summary & 19 Largest Creditors
------------------------------------------------------------
Debtor: Bookbinder's Restaurant, Inc.
        dba Old Original Bookbinders
        125 Walnut Street
        Philadelphia, Pennsylvania 19106

Bankruptcy Case No.: 06-12302

Type of Business: The Debtor markets and retails condiments,
                  sauces, soup, and other food products.
                  It has operated the Old Original Bookbinder's
                  Restaurant since the late 1800's.
                  See http://www.bookbindersfoods.com/

                  The Debtor is also a subsidiary of Silver
                  Springs Gardens, Inc., one of the leading
                  growers and processors of horseradish, mustard,
                  and other condiments.
                  See http://www.silverspringfoods.com/

Chapter 11 Petition Date: June 5, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2020
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
HEREIU Pension Fund                       $400,000
Eric Field, Esq.
711 North Commons Drive
Aurora, IL 60598

PECO Energy                                $96,185
P.O. Box 13437
Philadelphia, PA 19162-0007

PGW                                        $81,206
P.O. Box 7789
Philadelphia, PA 19101-7789

Blue Crab Seafood Inc.                     $54,315

ProFish                                    $51,716

US Food Service                            $45,200

ACE                                        $42,459

Ruprecht Company                           $34,652

City of Philadelphia                       $32,448

Linens of the Week                         $15,983

Philadelphia Magazine                      $15,072

Munroe Creative Partners                   $13,278

Killian's Harvest Green                    $12,957

Technology Insurance Co.                   $12,730

Julius Silvert, Inc.                       $12,334

Samueis & Son Seafodd Co.                  $11,887

Fichera Foods                              $10,947

PFG Broadline                               $9,551

Edward Don & Company                        $8,817


BRASOTA MORTGAGE: Judge May OKs $3.7 Mil. Settlement with Balkany  
-----------------------------------------------------------------
The Honorable K. Rodney May of the U.S. Bankruptcy Court for the
Middle District of Florida approved a settlement agreement that
would pay approximately $3.75 million to a group of Brasota
Mortgage Company Inc.'s creditors, Tilde Herrera at the Sarasota
Herald-Tribune reports.

Gerard A. McHale, Jr., the Debtor's Chapter 11 Trustee, and a
group of creditors led by Caron Balkany agreed to settle their
dispute for a $3.75 million payment.  Tom Bayles, writing for the
Herald Tribune, says the Balkany group asserts a secured status
for their claims against the Debtor because the original notes
issued by the Debtor were held for them by an escrow agent under a
special arrangement.  Brasota's other investors had placed their
money into the Debtor and received Brasota-issued notes, a
mortgage collateral assignment or just a receipt.  Because of the
Balkany Group's special status, they will be paid ahead of other
creditors, Mr. Bayles adds.  However, the Chapter 11 Trustee plans
to return 65% to 66% of the money the other investors sank into
Brasota with another distribution as early as July.

Ms. Herrera reports that the Official Committee of Unsecured
Creditors appointed in the Debtor's case objected to the
settlement with the Balkany Group and asked for more time to
evaluate the potential value of some of the claims against
Balkany.

Apart from the Balkany Group settlement, Judge May also approved
approximately $1.2 million of fees due to Mr. McHale and his
professionals as well as about $20,000 in legal fees due to three
investors who had attempted to force Brasota to liquidate under
Chapter 7 of the Bankruptcy Code in 2005.

Headquartered in Bradenton, Florida, Brasota Mortgage Company Inc.
is a full service mortgage lender.  The Company and its affiliates
filed for chapter 11 protection on April 4, 2005 (Bankr. M.D. Fla.
Case No. 05-06215).  Heath A. Denoncourt, Esq., at Hinshaw &
Culbertson LLP, represents the Debtors in their restructuring
efforts.  Gerard A. McHale, Jr., was appointed as chapter 11
trustee on April 14, 2005.  When the Company filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


CALPINE CORP: Court Approves Directors' Compensation Program
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a Director Compensation Program for the non-employee
directors of Calpine Corp. and its debtor-affiliates.

As reported in the Troubled Company Reporter on April 24, 2006,
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
related that the current non-employee directors of Calpine
Corporation bring a diverse range of experience and business
acumen to the performance of their duties.  Each of Calpine's
outside directors is a highly accomplished and skilled
businessperson with insight and judgment critical to the success
of the Debtors' reorganization.

Calpine's non-employee directors are:

   -- Kenneth T. Derr, director of Calpine since May 2001,
      chairman of the Board of Calpine since November 2005, and
      served as Acting Chief Executive Officer of Calpine from
      November to December 2005;

   -- William J. Keese, director of Calpine since September 2005;

   -- David C. Merritt, director of Calpine since February 2006;

   -- George J. Stathakis, director since September 1996 and
      served as a senior advisor to Calpine from December 1994 to
      December 2005;

   -- Walter L. Revell, director since September 2005; and

   -- Susan Wang, director since June 2003.

The Director Compensation Program has three separate components:

   (a) compensation for participation on the Board of Directors;

   (b) compensation for participation on the Audit Committee, the
       Nominating and Governance Committee or the Compensation
       Committee; and

   (c) expense reimbursement

All fees will be paid at the end of each quarter in arrears.

                     Debtors Modify Program

The Debtors inform the Court that since filing the request, they
have discussed the terms of the Director Compensation Program
with the Official Committee of Unsecured Creditors and other
constituencies.

As a result of those additional discussions, the Debtors have
made one modification to the Program.  The "additional cash
retainer" for the non-employee Board Chairperson has been reduced
to $50,000 from the original $125,000 approved by the Board of
Directors on Feb. 8, 2006.

                  Debtors Respond to Objections

The Debtors note that a minority group of equity shareholders,
filed an objection to the Director Compensation Program.  The
Shareholders object to the Debtors' decision to compensate non-
employee directors with cash only, instead of a mix of cash and
equity.

The Shareholders include Paul Leikert, J. Thomas Dolan, III,
Frank E. Williams, Jr., Robert Silver, Karlos Detreaux and
Leonard B. Philbrook.  The Shareholders collectively own over 2.5
million shares of Calpine common stock.  They are represented in
the Debtors' cases by A. Peter Lubitz, Esq., and Michael
Yetnikoff, Esq., at Schiff Hardin LLP.

The Shareholders assert that the Program "does not conform to
current compensation practices" and that the Debtors have
"provided no satisfactory explanation of this deviation from
common practice."

The Debtors contend that the Shareholders' arguments are without
merit and must be rejected.  The Debtors explain that they have
no way to compensate non-employee directors at median market
levels without the cash compensation proposed in the Director
Compensation Program.  Thus, Calpine's Director Compensation
Program does not deviate from "typical practice" for compensating
directors of companies in Chapter 11 proceedings.

Similarly, other institutions that lack the ability to provide
meaningful equity awards to their independent directors -- like
non-for-profits and privately held companies -- typically
compensate those directors in cash alone.  Moreover, providing
compensation to non-employee directors solely on a cash basis
will keep those directors disinterested through the Chapter 11
proceedings and avoid the suggestion that directors will favor
shareholders over other creditors because of a financial
alignment with that constituency.

With respect to the adjournment of hearing, the Debtors note that
there is no guarantee when an equity committee may be formed, or
that one will be formed at all.  The Chapter 11 case has been
proceeding for four months without one.  Deferring resolution of
the Motion, or any other, pending the hypothetical appointment of
an equity committee will needlessly delay the expeditious
reorganization of the Debtors and, therefore, will not benefit
any interested party.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with  
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Tort Panel Retains LECG as Consultants
----------------------------------------------------------------
In preparation for the claims estimation proceeding in the Chapter
11 case of the Archdiocese of Portland in Oregon, the Official
Committee of Tort Claimants obtained permission from the U.S.
Bankruptcy Court for the District of Oregon to retain LECG, LLC,
as its economic consultants.

LECG is entitled to seek monthly and interim compensation as an
Authorized Professional pursuant to the Court's prior orders,
provided that the firm must comply with any requirement in those
Orders regarding disclosing its ability to repay if fees are not
ultimately approved.

LECG will assist the Tort Committee in:

   -- determining an appropriate methodology for estimation of
      the claims;  

   -- evaluating and providing advice regarding the other
      proposals that may be submitted for the estimation of
      claims; and

   -- confirmation issues pertaining to claims estimation.

Ronald H. Schmidt, Ph.D, one of LECG's principals, will spearhead
the firm's work for the Tort Committee.

LECG's services will be billed against the Archdiocese as an
administrative expense under Section 503(b) and 507(a)(1) of the
Bankruptcy Code, and in accordance with the orders concerning
monthly and interim payment of professional fees and expenses.

LECG will be compensated according to its customary hourly rates
in effect at the time the services are performed.  The LECG
current hourly rates are:

     Professional                             Hourly Rate
     ------------                             -----------
     Ronald Schmidt, Principal                     $415
     Michael Carnall, Sr. Managing Economist       $435
     Research Assistants                      $160-$200
     Support Staff                                  $95

Timothy J. Conway, Esq., at Tonkon Torp LLP, in Portland, Oregon,
says LECG is qualified to assist the Archdiocese in matters of
estimation.

According to a verified statement filed with the Court pursuant to
Rule 2014 of the Federal Rules of Bankruptcy Procedure, Mr.
Schmidt states that his firm has no interest materially adverse to
the interest of the estate or any class of creditors or equity
security holders.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Tort Committee Wants to Hire Appraisers
-----------------------------------------------------------------
To resolve certain issues relating to the value of the real
property of the Archdiocese of Portland in Oregon, the Tort
Claimants Committee seeks permission from Judge Elizabeth L.
Perris of the U.S. Bankruptcy Court for the District of Oregon to
retain real estate appraisers.  

The Tort Committee wants to retain these Appraisers to determine
the values of certain of the Archdiocese's real property assets:

   Professional                    Location of Property
   ------------                    --------------------
   Duncan & Brown, Inc., and       Counties of Linn, Lane and       
   John H. Brown, MIA              Douglas

   Skelte & Associates, Inc., and  Counties of Multnomah,
   Mark R. Skelte, MAI             Clackamas and Washington

   Powell Valuation, Inc., and     Clatsop, Marion, Columbia,
   C. Spencer Powell               Tillamook, Benton, Polk,
                                   Yamhill Lincoln, and Linn              
                                   County properties near Scio       
                                   and Lyons

The Tort Committee divided the properties to be appraised in three
categories:  

   (1) List of properties identified by the Archdiocese on its
       Schedule A to the Schedule of Assets and Liabilities
       located in the Counties;

   (2) List of properties identified on Question 14 to the
       Archdiocese's Statement of Financial Affairs that the Tort
       Committee has so far determined may consist of commercial
       property, single-family residences, multi-family
       residences, parking lots, or vacant land with some
       exceptions located in the Counties; and

   (3) List of properties identified on Question No. 14 to the
       Archdiocese's Statement of Financial Affairs that the Tort
       Committee identified as churches, parish halls, schools,
       or cemeteries, with some exceptions, located in the
       Counties.

A list of the properties to be appraised by Duncan & Brown is
available at http://researcharchives.com/t/s?a9e

A list of the properties to be appraised by Skelte & Associates is
available for free at http://researcharchives.com/t/s?a9f

A list of the properties to be appraised by Powell Valuation is
available for free at http://researcharchives.com/t/s?aa0

The Tort Committee believes that the Lists are accurate as
possible at this time, without further actual inspection of the
properties.

Timothy J. Conway, Esq., at Tonkon Torp LLP, in Portland, Oregon,
notes that the Appraisers have significant experience with real
estate appraisals and are familiar with the real estate markets in
their assigned Counties.

                  Duncan & Brown's Compensation

Duncan & Brown will be paid a fee not to exceed:

   (a) $63,000 for appraisal services related to the second
       category of properties; and

   (b) $230,000 for appraisal services related to the third
       category of properties.

Duncan & Brown is not expected to work on properties that fall
under the first category.

                      Skelte's Compensation

Skelte & Associates will be compensated on an hourly basis
pursuant to this rate schedule:

            Position                 Hourly Fee
            --------                 ----------
            Principal                  $175
            Senior Associate           $125
            Associate                   $75

Skelte's fees for services relating to properties in the:
   
   * first category must not exceed $37,000;
   * second category must not exceed $175,000; and
   * third category must not exceed $495,000.

                     Powell's Compensation

Mr. Powell says that his firm will complete the appraisal in five
months time.  The firm will be working with its two senior
appraisers, two assistant appraisers, one administrative
assistant, and one partner, who will work for 20.5 days at $250
per hour.  Powell Valuation's professionals will be compensated at
a rate calculated on a monthly basis:

            Position                 Monthly Fee
            --------                 -----------
            Senior Appraisers          $25,000
            Assistant Appraisers        $5,000
            Admin. Assistant            $5,000

The average cost per appraisal by Powell Valuation would be
$1,743.  The total fees for appraisal services relating to the
properties in the:

   * first category will not exceed $60,000;
   * second category will not exceed $150,000; and
   * third category will not exceed $210,000.           

The three Appraisers need not file fee applications nor seek the
Court's approval with respect to the fees, Mr. Conway notes.  The
Appraisers will be paid for their services upon completion of the
appraisals.

The Appraisers ascertain that they do not represent any entity
that has an interest materially adverse to the estate or its
creditors.  The Appraisers are disinterested persons with respect
to the matters on which they will be engaged within the meaning of
Section 101(14) of the Bankruptcy Code.

                       Archdiocese Objects

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, contends that the Tort Committee provided no reason for
spending up to $1,366,500 of estate funds to obtain current
appraisals of the real properties.  The Archdiocese can only
speculate as to the Tort Committee's reasons for the appraisals.

The Tort Committee has never wavered in its position that the
Archdiocese has more than enough property to pay all claims in
full, Mr. Stilley notes.  

If any appraisals are ever needed, it will only be if and when a
question arises whether the value of any real property to be made
available to pay claims is of sufficient value, Mr. Stilley points
out.  If only cash, liquid investments, or other non-real property
assets are used to pay claims, the value of the real property will
never become an issue.  

Even if real property will be utilized, the Bankruptcy Court must
first determine that the property is property of the estate, free
of restrictions and other encumbrances, Mr. Stilley argues.  
Otherwise, the appraisal would serve no purpose.

The real properties identified by the Tort Committee are currently
subject to dispute, Mr. Stilley further points out.  The Court has
not ruled that any of the property may be used to pay claims.  
Furthermore, the Court is now considering an estimation
methodology that can be implemented to estimate the unliquidated
claims and determine the amount of funding that will be required
to pay all claims in full.  

The possible need for appraisals will only become an issue:
   
   (a) after claims estimations are completed; and
   
   (b) the Archdiocese determines that insufficient non-real
       property assets are available to pay the claims.

For these reasons, the Archdiocese asks the Court to deny the Tort
Committee's applications to retain the Appraisers.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELTRON INT'L: March 31 Balance Sheet Upside Down by $3.2 Million
-----------------------------------------------------------------
Celtron International, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported a $1,460,804 net loss on $205,888 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $500,690
in total assets and $3,716,213 in total liabilities resulting in
$3,215,523 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $169,396 in total current assets available to pay
$2,308,443 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?ab9

                        Going Concern Doubt

Tauber & Balser, P.C., in Atlanta, Georgia, raised substantial
doubt about Celtron International Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's losses from operations, negative cash flows from
operations, negative working capital and shareholders' deficiency.

                           About Celtron

Celtron International Inc. is in the business of marketing
products and services in mobile commerce, vehicle locating and  
management, and asset tracking and telemetry solutions.  Celtron's
products and services incorporate the latest, state of the art
technology, including cellular, global positioning, and satellite
technology with our tracking and management systems, and the
latest mobile technology and its applications in providing mobile
technology solutions.


CITIQUEST COMPANIES: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Citiquest Companies LLC
        9901 East Valley Ranch Parkway, Suite 200
        Irving, Texas 75063

Bankruptcy Case No.: 06-32245

Chapter 11 Petition Date: June 5, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Mark C. Alfieri, Esq.
                  Curtis Law Firm, P.C.
                  901 Main Street, Suite 6515
                  Dallas, Texas 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bockman Insurance                                        $1,207
P.O. Box 0188
Lone Star, TX 75668

Ron Stringer & Associates                                  $450
1809 Gilmer Road
Longview, TX 75604

David Childs                     Real Estate            Unknown
Tax Assessor/Collector
P.O. Box 620088
Dallas, TX 75262-0088

First LLD, LLC                                          Unknown

Nations Environmental                                   Unknown
Services, Inc.

Russell E. Alexander                                    Unknown

Wallace M. Swanson                                      Unknown


CLARET TRUST: Moody's Assigns Low-B Ratings to Seven Cert. Classes
------------------------------------------------------------------
Moody's Investors Service assigned these provisional ratings to
certificates issued by Claret Trust Commercial Mortgage Pass-
Through Certificates, Series 2006-1:

   * (P) Aaa to the $347.8 million Class A Certificates,

   * (P) Aa2 to the $5.7 million Class B Certificates,

   * (P) A2 to the $6.2 million Class C Certificates,

   * (P) Baa2 to the $6.2 million Class D Certificates,

   * (P) Baa3 to the $1.9 million Class E Certificates,

   * (P) Ba1 to the $2.4 million Class F Certificates,

   * (P) Ba2 to the $1.4 million Class G Certificates,

   * (P) Ba3 to the $0.9 million Class H Certificates,

   * (P) B1 to the $0.9 million Class J Certificates,

   * (P) B2 to the $1.4 million Class K Certificates,

   * (P) B3 to the $0.9 million Class L Certificates, and

   * (P) Aaa to the $379.6* million Class X Certificates.

All Certificates have a Moody's rated final distribution date of
August 2018.

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes, recourse on 86.3% of the pool, the overall low
leverage and the creditor friendly legal environment in Canada.
While typical for a pool of seasoned loans, Moody's concerns
include the dated information of some of the property reports made
available for the mortgages in the pool.  Another concern was the
existence of subordinated debt on 24.7% of the pool.  Moody's
beginning loan-to-value ratio was 66.0% on a weighted average
basis.

Moody's issues PROVISIONAL RATINGS in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinions regarding the transaction only.  Upon a conclusive review
of the final version of all the documents and legal opinions,
Moody's will endeavor to assign a definitive rating to the Notes.  
A definitive rating may differ from a prospective rating.


CLEAN EARTH: Files Schedules of Assets and Liabilities
------------------------------------------------------
Clean Earth Kentucky, LLC, and Clean Earth Environmental Group,
LLC, delivered its Schedules of Assets and Liabilities to the U.S.
Bankruptcy Court for the Eastern District of Kentucky, disclosing:

     Name of Schedule                 Assets          Liabilities
     ----------------                 ------          -----------
  A. Real Property                 
  B. Personal Property              $15,378,799
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $27,524,718
     Secured Claims
  E. Creditors Holding                                 $1,048,348
     Unsecured Priority Claims
  F. Creditors Holding                                 $8,546,691
     Unsecured Nonpriority
     Claims
                                   -------------     ------------
     Total                          $15,378,799       $37,119,757

Headquartered in Cynthiana, Kentucky, Clean Earth Kentucky, LLC --
http://www.cleanearthllc.com/-- manufactures specialized sewer  
machines, street sweepers, and refuse trucks.  The Company and its
affiliate, Clean Earth Environmental Group, LLC, filed for chapter
11 protection on Jan. 24, 2006.  (Bankr. E.D. Ky. Case No.
06-50052).  Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represents the Debtors in their restructuring efforts.  R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from its creditors, they
estimated individual assets and debts between $10 million to $50
million.


COMMODRE APPLIED: March 31 Balance Sheet Upside Down by $10.1MM
---------------------------------------------------------------
Commodore Applied Technologies, Inc., filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on May 22, 2006.

The Company reported a $138,000 net loss on $2,236,000 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,631,000
in total assets and $11,736,000 in total liabilities, resulting in
a $10,105,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,483,000 in total current assets available to pay
$6,070,000 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a94

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Tanner LC in Salt Lake City, Utah, raised substantial doubt about
Commodore Applied Technologies, Inc.'s ability to continue as a
going concern after auditing the consolidated financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditor pointed
to the Company's recurring losses and working capital deficiency.

                      About Commodore Applied

Commodore Applied Technologies, Inc. -- http://www.commodore.com/
-- is a diverse technical solutions company focused on high-end
environmental markets.  The Commodore family of companies includes
subsidiaries Commodore Solution Technologies and Commodore
Advanced Sciences.  The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources.


CRIS HORTON: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cris Weals Horton
        Angela Patterson Horton
        3541 Franklin Drive
        Auburn, Indiana 46706

Bankruptcy Case No.: 06-10842

Chapter 11 Petition Date: June 5, 2006

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, Indiana 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CIT Group/EF                     Machinery             $146,087
File #55603
Los Angeles, CA 90074-5603

Newcourt Leasing Corp./CIT       Machinery             $121,519
P.O. Box 12624
Chicago, IL 60693

TCF Equipment Finance            Machinery             $103,664
11100 Wayzata Boulevard
Suite 801
Minnetonka, MN 55305

Gosiger, Inc.                    Machinery              $67,332

Citicapital                      Judgment               $66,561

Citicapital (SM)                 Equipment              $58,951

Northwestern Mutual              Insurance Loan         $36,136

Patriot Commercial Leasing       Machinery              $26,305

National City Leasing            Machinery              $22,875

Internal Revenue Service         2001/2002 Taxes        $16,279

Doall Credit Corp.               Machinery              $15,622

Star Financial Bank Visa         Credit Card             $1,605

Key Equipment Finance            Durable Tooling         $1,531


DANA CORPORATION: Court Approves Metaldyne Settlement Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Dana Corporation and its debtor-affiliates' settlement
agreement with Metaldyne Company LLC.  In connection with the
settlement, the Court also approved the rejection of a supply
agreement between the Debtors and Metaldyne.

As reported in the Troubled Company Reporter on May 22, 2006,
debtors Dana Corp., Torque-Traction Manufacturing Technologies,
LLC, and Torque-Traction Integration Technologies, LLC, are
parties to a seven-year Supply Agreement dated May 15, 2003, with
Metaldyne.  Metaldyne agreed to supply TT Manufacturing and
TT Integration with certain machined steering knuckles until
March 31, 2010.

The Debtor Parties were required to consider Metaldyne as a
"preferred supplier," that essentially gave Metaldyne a right of
first refusal with respect to the sourcing of Knuckle Parts for
successor or replacement light vehicle or light truck programs.  

Before their bankruptcy filing, the Debtor Parties identified
Metaldyne as a supplier for a certain JK program, which likely is
a "successor" program under the Knuckles Agreement.

Metaldyne planned to produce the JK Parts on two machines:

   (a) a seven-station dial machine already being used at
       Metaldyne's Greensboro, North Carolina facility, but which
       was owned by Dana; and

   (b) a second machine that Dana was to provide to Metaldyne for
       its use.

TT Manufacturing and TT Integration, and Metaldyne were also
parties to a six-year Supply Agreement (Differential Gears), dated
May 15, 2003.  Metaldyne supplies TT Manufacturing and TT
Integrated with certain assembly-ready gears.  

In February 2006, Metaldyne began to express concerns regarding
the Debtors' financial condition.  Metaldyne asserted that the
Debtor Parties missed payments under the Supply Agreements.  
Accordingly, Metaldyne considered the Agreements terminated for
cause.  

In that light, Metaldyne advised the Debtors that it would no
longer ship Differential Gear Parts and Knuckles Parts unless they
agreed to certain changes in their commercial relationship.  
Even though the Debtor Parties disputed Metaldyne's contentions,
they recognized that Metaldyne's refusal to supply the Parts would
have a deleterious impact on their businesses.

On March 1, 2006, the Debtor Parties and Metaldyne entered into an
agreement.  Pursuant to the agreement:

   -- the Debtor Parties are required to pay Metaldyne, for a
      period of 30 days, on cash in advance payment terms instead
      of the 62-day payment terms required by the Supply
      Agreements; and

   -- a reassessment of payment terms is provided after the
      expiration of the 30-day period.

As of March 3, 2006, the Debtor Parties estimate that they
owed to Metaldyne:

  (1) under the Knuckles Agreement, approximately:

      * $4,600,000 for purchases made on or before February 10,
        2006; and

      * $2,700,000 for purchases made between February 11 and
        March 2, 2006;

  (2) under the Differential Gears Agreement:

      * $2,600,000 for purchases made on or before February 10,
        2006; and

      * $650,000 for purchases made between February 11 and
        March 2, 2006.

Metaldyne sold its manufacturing business relating to the
Differential Gear Parts in March 2006.  In that regard, the
parties agreed to terminate the Gears Agreement to avoid any
future obligations under the contract.

               Purported Dana Nakata Recoupment

Dana Industrias Ltda - Nakata Division, a Brazilian nondebtor
affiliate of the Debtors, supplies Metaldyne with certain parts
that it incorporates into the parts that it sells to the Debtor
Parties.

On April 7, 2006, Metaldyne informed Dana Nakata that it will set
off $2,568,360 of the amounts owing to Dana Nakata against amounts
owed by the Debtor Parties to Metaldyne.

Dana advised Metaldyne that the set-off or recoupment was legally
improper for a number of reasons, including that it was in
violation of the automatic stay imposed by Section 362 of the
Bankruptcy Code.  Metaldyne disagreed with Dana's position on the
basis that Dana Nakata was a nondebtor.

                      Settlement Agreement

Since their bankruptcy filing, the Debtor Parties have concluded
that they would prefer to manufacture the JK Parts themselves, but
would like to have Metaldyne continue to manufacture the other
Knuckle Parts under the terms of the Knuckles Agreement.

The Debtor Parties have also concluded that doing so will allow
them to improve their control over the production process and
their ability to ensure timely production of the JK Parts and will
result in substantial savings to their estates.

As a result of substantial negotiations between the parties,
Metaldyne and the Debtor Parties entered into the Settlement
Agreement.

The key terms of the Settlement Agreement are:

   a. The Debtor Parties will reject the Knuckles Agreement, as
      amended by the March Agreement, thus relieving the Debtor
      Parties from their obligation to purchase JK Parts from
      Metaldyne.  The Debtor Parties and Metaldyne will release
      each another from their obligations relating to the
      manufacture and purchase of JK Parts;

   b. The Debtor Parties and Metaldyne will enter into a new
      supply agreement for the supply of Knuckle Parts other than
      the JK Parts, to guarantee the Debtor Parties with a supply
      of parts crucial to their business operations;

   c. The Debtor Parties will pay Metaldyne $2,475,000,
      representing 75% of Metaldyne's administrative claims under
      Section 503(b)(9) of the Bankruptcy Code.  This amount will
      be reconciled and an additional payment will be made if 75%
      of Metaldyne's Section 503(b)(9) claims prove to be
      greater than $2,475,000 on reconciliation.  Metaldyne
      retains the right to be paid the remaining 25% of its
      Section 503(b)(9) claims at the end of the Debtors'
      Chapter 11 cases;

   d. The Debtor Parties are entitled immediately to enter
      the Metaldyne Greensboro facility, and remove the seven-
      station dial machine necessary to manufacture JK Parts;

   e. Metaldyne will be paid a contingent administrative claim in
      the event that the Settlement Agreement remains unapproved
      by May 31, 2006.  The amount will be repaid to the Debtors
      in the event the Settlement is approved;

   f. Metaldyne will be permitted to recoup 75% of the Asserted
      Recoupment Amount and will pay the remaining 25% of the
      Asserted Recoupment Amount to Dana Nakata;

   g. The Debtor Parties agree to reconcile and pay Metaldyne's
      allowed reclamation claims, if any, on an accelerated
      basis;

   h. The Debtor Parties release Metaldyne from any preference
      liabilities arising under Section 547;

   i. Metaldyne will have allowed general unsecured claims:

      1. $10,000,000, which includes all claims for:

         -- damages relating to the rejection of the Knuckles
            Agreement; and

         -- prepetition amounts owed to Metaldyne under the
            Knuckles Agreement, that are not claims under Section
            503(b)(9); and

      2. prepetition payables under the Differential Gears
         Agreement that are not Section 503(b)(9) claims, less
         75% of the Asserted Recoupment Amount;

   j. The unsecured claim amounts are subject to a dollar-for-
      dollar reduction to the extent that Metaldyne receives
      payment on its reclamation claims; and

   k. Metaldyne will have no other prepetition claims.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORPORATION: Paying $35 Million to Holders of Tooling Claims
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to pay, in the ordinary course of their businesses, the
claims of certain suppliers of tooling, machinery or other
equipment.

As reported in the Troubled Company Reporter on May 8, 2006,
the Debtors expect to pay approximately $35,000,000 of Tooling
Claims, comprised of approximately $15,600,000 relating to
in-house tooling and $19,200,000 relating to buy-outside tooling.

The Debtors believe that payment of Tooling Claims will facilitate
the success of their business operations without any
significant costs to their estates.

                        Payment Conditions

To ensure that prompt payment of the Tooling Claims will provide
them with the maximum benefit to their estates, the Debtors
propose that each holder of a Tooling Claim may receive payment on
account of the claim if it:

    -- confirms that it will comply with the delivery schedules
       for the Customer Paid Tooling set forth in the underlying
       agreements on a postpetition basis, or

    -- agrees to other terms that the Debtors determine are
       acceptable, even if the previously agreed deadlines
       required the delivery of Tooling to the Debtors prior to
       approval of the Tooling Claims Motion.

In addition, each recipient of a payment of a Claim Payment will
be required, to the extent applicable, to:

   (a) continue to accept and fulfill purchase orders issued by
       the Debtors for Tooling or other machinery or equipment;

   (b) continue to extend normalized trade credit and provide
       other business terms on a postpetition basis, including
       with respect to any applicable credit limits, the pricing
       of goods and services and the provision of equivalent
       levels of service, on terms at least as favorable as those
       extended prepetition or on other terms that are acceptable
       to the Debtors in their business judgment, until they
       emerge from Chapter 11;

   (c) not file of record in any jurisdiction, or otherwise
       assert against the Debtors, their Chapter 11 estates,
       their customers or against any of their property, a lien
       or security interest relating in any manner to the Tooling
       Claims satisfied through the Claim Payment;

   (d) if liens or security interests have already been asserted
       in the Tooling, take steps to withdraw the liens or
       security interests within 10 business days of receipt of
       the Claim Payment and to provide the Debtors and the
       relevant customer with written notice of the withdrawal of
       the liens and security interests; and

   (e) for Buy-Outside Tooling, release to the Debtors or the
       customers, as requested by the Debtors or the Customers,
       the Customer Paid Tooling in the Tooling Supplier's
       possession.

The Debtors may require a Tooling Supplier to execute an
agreement prior to its receipt of a Claim Payment that, among
others, confirms that the Tooling Supplier agrees to be bound by
the Trade Terms.

The Debtors may impose additional requirements of any nature, in
their sole discretion, for payment of the Tooling Claims.

                    Tooling Claim Schedule

The Debtors schedule identifying the Tooling Suppliers and the
Tooling Claims potentially to be paid is available for free at:

             http://researcharchives.com/t/s?8ac  

In addition to the claims originally listed in the Tooling Claim
Schedule, the Debtors discovered 12 more claims of certain
suppliers of tooling, machinery or other equipment that were not
previously identified:

        Tooling Supplier      P.O. No.     Amount
        ----------------      --------     ------
        Danaven                 2416     $270,000
        Conicos                 3253      341,505
        Freudenburg NOK         4449      119,549
        General Aluminum        1662       71,350
        General Aluminum        2807       91,100
        L&W Engineering         2811        9,500
        Metaldyne               5567        6,000
        New Jernberg            2155       45,000
        ODM Tool & Mfg          5538        7,670
        Waukesha Tool           4144       27,000
        Waukesha Tool           4177       27,150
        Automatic Spring        3192       20,495
                                        ---------
        Total                           1,036,319

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DATALOGIC INT'L: Incurs $2.8 Mil. Net Loss in 2006 1st Fiscal Qtr.
------------------------------------------------------------------
DataLogic International, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported a $2,876,187 net loss on $4,224,302 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $5,201,552
in total assets and $7,074,578 in total liabilities, resulting in
a $1,873,026 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $3,384,196 in total current assets available to pay
$4,372,875 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?aba

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Corbin & Company, LLP, in Irvine, California, raised substantial
doubt about DataLogic International, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005. The
auditor pointed to the Company's recurring losses and need to
establish profitable operations.

                          About DataLogic

DataLogic International, Inc. (OTCBB: DLGI) --
http://www.dlgi.com/-- is a technology and professional services  
company providing a wide range of consulting services and
communication solutions like GPS based mobile asset tracking,
secured mobile communications and VoIP.  The Company also provides
Information Technology outsourcing and private label communication
solutions.  DataLogic's customers include U.S. and international
governmental agencies as well as a variety of international
commercial organizations.


DATALOGIC INT'L: Completes $1.625 Million Private Placement
-----------------------------------------------------------
DataLogic International, Inc., has completed a $1.625 million
private placement with accredited institutional investors.

Pursuant to this private financing, DataLogic International sold
8,125,000 restricted shares of Common Stock together with warrants
to purchase 3,250,000 shares of Common Stock with an exercise
price of $0.35 per share and warrants to purchase 2,031,250 shares
of Common Stock with an exercise price of $0.45 per share.  The
shares of Common Stock were sold at a price of $0.20 per share.  
The Warrants will be exercisable beginning on Nov. 23, 2006 and
have a term of 5-1/2 years, expiring Nov. 23, 2011.  If all of the
warrants are exercised in full for cash, DataLogic International
would receive approximately an additional $2,050,000.

Under the terms of the financing, the Company has agreed to
prepare and file a resale registration statement with the
Securities and Exchange Commission for the shares sold in the
private financing and the shares underlying the warrants.

Midtown Partners & Co., LLC, a NASD member firm, acted as sole
placement agent in connection with this transaction.

"We are pleased to have successfully completed this private
placement and as a result we have improved the strength of our
balance sheet" said Keith Moore, CEO.  "Lowering the cost of
capital is a significant strategic objective for 2006 and this
raise, which follows the refinancing of our convertible debt in
January, 2006, completes the next phase of our corporate
development plans. As we move through 2006 we will look to
implement strategies to improve cash flows" stated Mr. Moore.

                         About DataLogic

DataLogic International, Inc. (OTCBB: DLGI) --
http://www.dlgi.com/-- is a technology and professional services  
company providing a wide range of consulting services and
communication solutions like GPS based mobile asset tracking,
secured mobile communications and VoIP.  The Company also provides
Information Technology outsourcing and private label communication
solutions.  DataLogic's customers include U.S. and international
governmental agencies as well as a variety of international
commercial organizations.

                             *   *   *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Corbin & Company, LLP, in Irvine, California, raised substantial
doubt about DataLogic International, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's recurring losses and need to
establish profitable operations.


DELTA AIR: Can Increase Surety Bond Program to $60 Million
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Delta Air Lines, Inc., and its debtor-affiliates authority
to:

    a. enter into, continue and increase to an aggregate of
       $60,000,000 in issuing capacity the Surety Bond Program
       provided by Travelers, pursuant to Sections 363(b) and
       364(c) of the Bankruptcy Code,;

    b. exercise any rights and perform any obligations they have
       or may have under the Surety Bond Program, including the
       pledge of cash and cash equivalents as collateral for any
       obligations that the Debtors may have under the Program;
       and

    c. assume each of the Associated Agreements pursuant to
       Section 365.

The Court also lifted the automatic stay to allow Travelers, to
the extent consistent with the terms and conditions of the Surety
Bond Program, to cancel bonds and to liquidate and use the cash
collateral and cash equivalents that are or may be pledged to
Travelers.

                    Surety Bonds Program

The Debtors tell the Court that in the ordinary course of their
businesses, they are required to provide surety bonds to third
parties to secure the payment or performance of certain
obligations, including, without limitation:

     * workers' compensation obligations,
     * obligations owed to municipalities,
     * obligations associated with foreign operations,
     * contractual or permit obligations,
     * fuel and liquor taxes,
     * airport obligations, and
     * U.S. and Canadian customs requirements.

Travelers Casualty and Surety Company of America has historically
provided many of the surety bonds required by the Debtors.  

As of April 26, 2006, approximately $14,500,000 in surety bonds
issued by Travelers in favor of the Debtors remains outstanding,
collateralized by approximately $20,000,000 in cash and cash
equivalents.

As part of the Surety Bond Program, the Debtors entered into
these associated agreements:

   (a) the Pledged Collateral Account Agreement between Delta and
       Smith Barney Inc., dated April 28, 2003, under which Smith
       Barney maintains a cash securities account on behalf of
       Delta, which, as of April 30, 2006, held $19,395,393; and

   (b) the Collateralized Bond Surety Program Registered Pledge
       and Master Security Agreement dated April 28, 2003, under
       which Delta pledged to Travelers the Smith Barney cash
       securities account as security for Delta's obligations
       under a General Agreement of Indemnity dated May 5, 2003.

To be able to give certain financial assurances to various
parties, the Debtors need additional bonding capacity, Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, in New York, tells
Judge Hardin.  Accordingly, the Debtors and Travelers have
negotiated an agreement to maintain the existing surety bond
program and increase the capacity to $60,000,000.

The economic terms and conditions of the Surety Bond Program are
ordinary for facilities of this type, and the Debtors believe
that the Surety Bond Program is offered on reasonable terms.

The Surety Bond Program will be a valuable source of new surety
bonds and will help the Debtors meet their needs for surety bonds
that may arise in the course of their operations, Mr. Huebner
asserts.

The Debtors and Travelers agree to continue, and increase the
issuing capacity of the Surety Bond Program under the conditions
set forth in a Term Sheet.

                     Indemnity Agreements

Pursuant to the Term Sheet, Delta agrees to enter into a new
indemnity agreement, in form and substance acceptable to
Travelers.  Terms of any new indemnity agreement will include
ratification of any and all of the Existing Indemnity Agreement
or Bond Applications.

If Travelers consents to the continuation of the Surety Bond
Program when Delta emerges from bankruptcy, the reorganized
entities will sign and deliver any additional documents as may be
required by Travelers.

                          Collateral

The parties agree that Delta will continue to satisfy all
collateral requirements for Bonds.  For any Bonds maintained,
issued or renewed, Delta will maintain the Collateral in an
amount equal to at least 100% of the penal sum of the Bonds.

To provide additional collateral or replace existing collateral,
Delta will:

   (a) issue a clean irrevocable, standby letter of credit in
       form, content and issuer acceptable to Travelers in its
       sole discretion; or

   (b) provide cash or cash equivalents, acceptable to Travelers,
       deposited into the existing or a new Smith Barney Pledge
       Account and execute all necessary documents in connection
       with that account.

Travelers will hold the Collateral, irrevocable letters of credit
or any related proceeds until:

   (i) it is presented with a full, final and unconditional
       release or other competent written evidence of discharge
       of all Bonds, satisfactory to it in its sole discretion
       and as set forth in any Indemnity Agreements, Smith Barney
       or other pledge account agreements;

  (ii) all premiums have been paid;

(iii) all obligations pursuant to the Indemnity Agreements or in
       the enforcement of the Indemnity Agreements have been
       discharged; and

  (iv) there are no amounts otherwise due and owing to Travelers
       under the Surety Bond Program.

                        Bond Cancellation

In addition to any cancellation rights under any Bond, the
Indemnity Agreements, or other surety program documents, the Term
Sheet provides that Travelers may cancel any Bonds without
further Court authorization in the event that:

   (1) an obligation owed to Travelers is not paid as it becomes
       due, or Delta fails to provide or maintain required
       collateral;

   (2) Delta will cease operation of its businesses generally;

   (3) Delta will dispose substantially all of its assets through
       a sale, reorganization plan or otherwise;

   (4) Delta will be unable to pay all of its administrative and
       other reorganization expenses and claims;

   (5) Delta's Chapter 11 case is converted to one under Chapter
       7, or a trustee or examiner is appointed, or its case is
       dismissed; and

   (6) Delta will cease to engage in the operations or activity
       covered by the Bond or if Delta is not in compliance in
       all material respects with any and all applicable laws,
       regulations, or ordinances attendant to the activities
       covered by that bond.

                          Legal Fees

Delta agrees to pay up to $30,000 of Travelers' fees and
expenses, including outside counsel fees, for all work in
connection with negotiation, preparation, documentation,
implementation and enforcement of the transactions contemplated
in the Term Sheet.

Further, Travelers will, in the ordinary course, incur expenses,
including attorneys' fees and expenses in connection with Delta's
Chapter 11 case, with respect to the adjustment, handling,
settlement, or litigation of claims relating to the Bonds, and,
if necessary, the enforcement of its rights under the surety
program, including the Indemnity Agreements.  Delta will pay or
reimburse Travelers for its legal fees and expenses promptly upon
presentation and after notice to other constituencies, if
required.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Court Extends Rule 9027 Removal Period
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Delta Air Lines, Inc., and its
debtor-affiliates may file notices of removal with respect to any
civil actions pending as of Sept. 14, 2005, and covered by 28
U.S.C. Section 1452 through and including the date an order is
entered confirming a plan of reorganization in their Chapter 11
cases.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
tells the Court that the Debtors have been unable to analyze and
make a determination regarding the removal of hundreds of
judicial and administrative proceedings involving a diverse
assortment of claims.

Mr. Huebner explains that the Debtors and their professionals have
devoted much time and effort:

   (i) stabilizing the Debtors' business operations in order to
       maximize the value of the Debtors' estates;

  (ii) conducting negotiations with pilots and other employees
       and taking part in related proceedings under Section 1113
       of the Bankruptcy Code;

(iii) negotiating and structuring consensual concessionary
       agreements with pilots and other employee groups;

  (iv) analyzing a significant number of executory contracts and
       nonresidential real property leases in order to determine
       whether to assume or reject them;

   (v) negotiating new lease and other agreements with airports
       and other providers of goods and services;

  (vi) evaluating various aircraft financing arrangements in
       light of Section 1110 of the Bankruptcy Code; and

(vii) compiling information from books, records and documents
       relating to thousands of claims, assets and contracts to
       prepare their schedules of assets and liabilities,
       schedules of current income and expenditures, schedules of
       executory contracts and unexpired leases and statements of
       financial affairs.

                         About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DSL NET: Posts $4.8 Mil. Net Loss in 2006 1st Fiscal Quarter
------------------------------------------------------------
DSL.net, Inc., filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 22, 2006.

The Company reported a $4,867,000 net loss on $10,109,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $21,843,000
in total assets and $22,823,000 in total liabilities resulting in
a $980,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $15,045,000 in total current assets available to
pay $22,768,000 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?abb

                        Going Concern Doubt

Carlin, Charron & Rosen, LLP, in Glastonbury, Connecticut, raised
substantial doubt about DSL.net, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations.

                           About DSL.net

DSL.net, Inc. -- http://www.dsl.net/-- is a leading nationwide  
provider of broadband communications services to businesses.  The
Company combines its own facilities, nationwide network
infrastructure and Internet Service Provider (ISP) capabilities to
provide high-speed Internet access, private network solutions and
value-added services directly to small- and medium-sized
businesses or larger enterprises looking to connect multiple
locations.  DSL.net product offerings include T-1, DS-3 and
business-class DSL services, virtual private networks (VPNs),
frame relay, Web hosting, DNS management, enhanced e-mail, online
data backup and recovery services, firewalls and nationwide dial-
up services, as well as integrated voice and data offerings in
select markets.


EAGLEPICHER: Changes Claims Treatment for Six Classes Under Plan
----------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the Southern District of Ohio their
Second Amended Plan of Reorganization and accompanying Disclosure
Statement on May 31, 2006.

The Debtors changed the treatment of these claims:

   * prepetition note claims against EaglePicher Inc.;

   * prepetition note claims against EaglePicher Technologies LLC;

   * prepetition note claims against EaglePicher Automotive, Inc.,
     Daisy Parts Inc. and Carpenter Enterprises Limited -- the
     Hillsdale Debtors;

   * other unsecured claims against EPI;

   * other unsecured claims against EPT;

   * other unsecured claims against the Hillsdale Debtors;

EPI Noteholders will receive a pro rata share of recoveries from
causes of action and a pro rata share of any residual interest in
the custodial trust to be created.

EPT Noteholders will receive shares from the reorganized holding
company's stock.  They will also get a pro rata share of
recoveries from causes of action and a pro rata share of any
residual interest in the custodial trust to be created.   Any
excess cash on each distribution date will also be distributed to
the EPT Noteholders.  

The Hillsdale Debtors' assets and liabilities will be
substantively consolidated pursuant to the Plan.

Hillsdale Noteholders will receive shares from the reorganized
holding company's stock; pro rata share of recoveries from causes
of action and a pro rata share of any residual interest in the
custodial trust to be created.   Any excess cash on each
distribution date will also be distributed to the Noteholders.  
  
EPI Unsecured Creditors will get a pro rata share of recoveries
from causes of action and a pro rata share of any residual
interest in the custodial trust to be created.   

EPT Unsecured Creditors will receive a pro rata share of
recoveries from causes of action and a pro rata share of any
residual interest in the custodial trust to be created.  They will
also get at their option:

   -- excess cash on each distribution date; or
   -- a lump sum cash payment equal to 75% of the claim.

Hillsdale Unsecured Creditors will receive a pro rata share of
recoveries from causes of action and a pro rata share of any
residual interest in the custodial trust to be created.  They will
also get at their option:

   -- excess cash on each distribution date; or
   -- a lump sum cash payment equal to 75% of the claim.

A copy of the Blacklined Second Amended Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060605233841

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EL NAPOLITO: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: El Napolito Family Restaurant and Cantina, Inc.
        15354 SouthBrentwood Street
        Channelview, Texas 77530
        Tel: (281) 452-5894

Bankruptcy Case No.: 06-32394

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: June 5, 2006

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Roger Harmon Broach, Esq.
                  4151 Southwest Fwy., P.O. Box 56143
                  Houston, Texas 77256-6143
                  Tel: (281) 435-7699
                  Fax: (713) 643-1041

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Filed IRS Liens     $1,000,000
1919 Smith Street
Stop 5024
Houston, TX 77002

Galveston Tax                                          $140,000
Assessor-Collector
P.O. Box 1169
Galveston, TX 77553-1169


ENTERGY NEW: Romeros Wants Late Claim Allowed as Timely Filed
-------------------------------------------------------------
Otoniel Romero and Carmen Rosario Rodriguez, individually and on
behalf of their minor child, Carlos, ask the U.S. Bankruptcy Court
for the Eastern District of Louisiana to allow the late filing of
their proofs of claim as timely filed.

In September 2000, the Romeros filed a lawsuit in the Civil
District Court for the Parish of Orleans, Louisiana, for injuries
that Mr. Romero sustained as a result of a contact with a high
power line.

On Mr. Romero's behalf, the Louisiana Workers Compensation
Corporation filed a proof of claim, asserting a $575,669 unsecured
priority claim for workers compensation benefits.

The Romeros cannot read nor speak English, and were not aware of
the Bar Date, Michael H. Piper, in Steffes, Vingiello & McKenzie,
LLC, in Baton Rogue, Louisiana, tells the Court.  Gary J.
Arsenault, Esq., at Alexandria, Louisiana, the Romeros' litigation
counsel, in the CDC lawsuit, was out of the state when the Bar
Date Notice reached his office.  Mr. Arsenault did not become
aware of the Bar Date until May 9, 2006.

The next day, the Romeros then proceeded to seek Steffes,
Vingiello & McKenzie LLC to represent their interests.

The Romeros, through their litigation counsel in Alexandria, have
acted in good faith within a reasonable time to obtain local
bankruptcy counsel to bring the Motion, Mr. Piper assures the
Court.  The Romeros lacked knowledge of the Debtor's proceeding
and the Claims Bar Date until after the date has passed.  The
failure to file the Claims prior to the Bar Date constitutes
excusable neglect, Mr. Piper argues.

Also, there is no prejudice by the filing of the Romeros' claim at
this time since there is still no Plan of Reorganization to be
considered.  Furthermore, the Romeros' claims are not material to
any plan that Entergy New Orleans Inc. may be considering or
propose, Mr. Piper maintains.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EROOMSYSTEM TECH: Files First Quarter Financial Statements
----------------------------------------------------------
eRoomSystem Technologies, Inc. filed its 1st quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 15, 2006.

The Company earned $17,695 of net income on $408,790 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $3,207,160
in total assets, $703,966 in total liabilities, and $2,503,194 in
stockholders' equity.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?ab8

                        Going Concern Doubt

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, raised
substantial doubt about eRoomSystem's ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations, and that the
net income earned for the years ended Dec. 31, 2005 and 2004 was
derived primarily from non-recurring items consisting of the sale
of assets and proceeds from insurance.

Based in Lakewood, New Jersey, eRoomSystem Technologies, Inc.
(OTCB: ERMS) -- http://www.eroomsystem.com/-- is a full service  
in-room provider for the lodging and travel industry.  Its
intelligent in-room computer platform and communications network
supports eRoomSystem's line of fully automated and interactive
refreshment centers, room safes and other applications.
eRoomSystem's products are installed in major hotel chains both
domestically and internationally.


FAIRCHILD: Moody's Places Rates New $500 Million Loan at Ba3
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Fairchild
Semiconductor Corporation's new $400 million guaranteed senior
secured term loan and new $100 million guaranteed senior secured
revolver, affirmed the remaining ratings and positive outlook, and
will withdraw the ratings on the outstanding $444 million term
loan and $180 million revolver, subject to their refinancing with
proceeds from the new credit facilities at transaction closing.

These new ratings were assigned:

   * $400 million Guaranteed Senior Secured Term Loan
     due 2013 -- Ba3

   * $100 million Revolving Credit Facility
     due 2012 -- Ba3

These ratings were affirmed:

   * Corporate Family Rating -- Ba3

   * Speculative Grade Liquidity Rating -- SGL-1

These ratings will be withdrawn upon closing of the transaction:

   * $450 million Guaranteed Senior Secured Term Loan
     due 2010 -- Ba3

   * $180 million Revolving Credit Facility due 2007 -- Ba3

The ratings outlook is positive

Fairchild's Ba3 ratings for the proposed bank credit facilities
are constrained by the company's historic record of relatively low
margins, driven by competition which has led to periodic asset
impairments and business restructurings and the volatile nature of
the semiconductor industry.

The ratings are supported by the company's modest fixed charge
coverage levels during an industry downturn, modest leverage
relative to operating earnings, success in altering its product
strategy to focus more narrowly on higher margin proprietary power
products, improving profitability, maintenance of solid liquidity,
and successful cost containment measures which have helped to
stabilize its cost structure.  The ratings also benefit from
management's well-considered and consistent financial strategy and
relatively stable operating cash flows.

The positive outlook reflects Moody's expectations for the
company's continued improvement in operating performance,
maintenance of free cash flow at current levels and enhancement of
credit protection measures driven by increasing penetration of
higher margin proprietary products, end market diversification, a
proven ability to contain costs and relatively stable operating
cash flows.

Moody's rated the guaranteed senior secured credit facilities at
the corporate family rating reflecting the preponderance of bank
debt in the debt structure, and the degree of protection provided
by the collateral securing the bank debt, which is essentially
100% of the capital stock of all domestic subsidiaries and 65% of
the capital stock of all foreign subsidiaries of Fairchild
Semiconductor International, Inc., the holding company.  Like the
old credit facilities, the new credit facilities also benefit from
a first priority springing lien, which secures lenders to all
tangible and intangible assets if ratings fall below current
levels.

Fairchild Semiconductor, based in South Portland, Maine, is the
world's largest global supplier of power semiconductors.  For the
fiscal year ended December 25, 2005, revenues were $1.4 billion.


FOAMEX INTERNATIONAL: Wants to Expand Scope of Alvarez's Services
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware's permission to
expand the scope of services currently provided by Alvarez &
Marsal Business Consulting LLC.

As reported in the Troubled Company Reporter on Feb. 21, 2006, the
Debtors obtained the Court's authority to retain Alvarez &
Marsal's employment as their business operations consultant.

In addition to the original services provided, A&M will:

    (a) review and analyze a further revised business plan as well
        as analyze several operational alternatives with respect
        to the Debtors' carpet cushion business;

    (b) facilitate the resolution of time sensitive issues with
        respect to the Debtors' information technology system and
        structure on a more in-depth basis than contemplated in
        the original engagement letter; and

    (c) develop new initiatives that are central to the
        operational realization of the Debtors' revised business
        plan.

Aside from the reimbursement of all out-of-pocket expenses, the
Debtors will pay A&M:

     -- $125,000; and

     -- $75,000 per month to provide continued support with
        respect to the Debtors' information technology system, at
        the Debtors' option.

The total fees to be paid to A&M pursuant to the Amendment will
not exceed $350,000, Pauline K. Morgan, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, tells the Court.

Ms. Morgan asserts that the additional services to be provided by
A&M should facilitate the Debtors' implementation of certain cost-
saving initiatives.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Will Pay $350,000 Severance to Ex-CFO Douglas Ralph
-----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Foamex International, Inc., discloses that it entered
into a separation agreement with K. Douglas Ralph, the company's
former executive vice president and chief financial officer.

Mr. Ralph resigned from his posts effective May 12, 2006.

Pursuant to the Separation Agreement, Foamex agrees to provide
Mr. Ralph:

    -- a $350,000 severance payment, equivalent to 52 weeks of
       wages, net of taxes and other deductions;

    -- medical and other benefits over a 12-month period beginning
       May 12, 2006;

    -- a $109,375 bonus payment on the effective date of a plan of
       reorganization pursuant to the Key Employee Retention
       Program; and

    -- transitional services with Right Management Consultants for
       up to $9,500.

A full-text copy of the Severance Agreement and Release Agreement
is available for free at http://researcharchives.com/t/s?aa4

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FREDERICK HADEN: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Frederick M. Haden, Jr.
        Kristina M. Haden
        2800 Chariton Street
        Oakton, Virginia 22124-1610

Bankruptcy Case No.: 06-10599

Chapter 11 Petition Date: June 5, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                             $1,071,000
Special Procedures/Support Staff
P.O. Box 10025
Richmond, VA 23240-0025

Geoscape Inc.                                            $3,765
P.O. Box 552
Merrifield, VA 22116

Sears - Citicards                                        $3,180
P.O. Box 45129
Jacksonville, FL 32232

Sears Master Card                                        $2,838

Dr. Barry I. Herbst, PLC         Medical Services        $1,823

Citifinancial                    Installment Loan        $1,823

The Miller School of Albernarle                          $1,620

Child & Family                   Medical Services        $1,510
Counseling Group

Capital One Services                                     $1,270

J.C. Penny                                                 $806

Nordstrom                                                  $469

Victoria's Secret                                          $360

Connors Pest Control                                       $125


FRONTLINE CAPITAL: Wants Until August 31 to File Chapter 11 Plan
----------------------------------------------------------------
FrontLine Capital Group asks the U.S. Bankruptcy Court for the
Southern District of New York to extend to Aug. 31, 2006, the
period within which it has the exclusive right to file a chapter
11 plan of reorganization.  FrontLine Capital also asks the Court
to extend the exclusive period to solicit acceptances for that
plan to Oct. 31, 2006.

Thomas A. Draghi, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, in Mineola, New York, tells the Court that
Frontline Capital needs time to consummate several transactions
before it can file a plan:   

   -- sale of its 47% interest in Concord Associates Limited
      Partnership and interests in Grossinger's Resort Hotel and
      Golf Course, The Concord Hotel, and The Concord Resort and
      Golf Club to Empire Resorts, Inc.;

   -- recapitalization of its interest in WRAP-I, LLC, a venture
      with a development partner.  The key underlying asset held
      by WRAP-I's subsidiaries is the Illinois Toll Highway
      development project, a project that includes 25 year
      leasehold interests on seven oases (i.e., rest stops with
      approx. 19,000 square feet of rentable retail space each)
      along the Illinois Toll Highway.   Goldman Sachs is
      representing WRAP-I; and

   -- sale of the eight assisted living facilities for
      $138 million.

Headquartered in New York City, FrontLine Capital Group, a holding
company that manages its interests in a group of companies that
provide a range of office related services, filed for chapter 11
protection on June 12, 2002 (Bankr. S.D.N.Y. Case No. 02-12909).  
Mickee M. Hennessy, Esq., at Westerman Ball Ederer & Miller, LLP,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$264,374,000 in assets and $781,374,000 in debts.


FUTUREDEX INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Futuredex Inc.
        3002 Foxcreek Drive
        Richardson, Texas 75082

Bankruptcy Case No.: 06-32326

Chapter 11 Petition Date: June 6, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Tesia Capital                           $3,586,500
18630 Withey Road
Los Gatos, CA 95030

Raveesh K. Kumra                        $1,000,000
18630 Withey Road
Los Gatos, CA 95030

New Media Gateway                          $13,112
5307 East Mockingbird Lane
Suite 900
Dallas, TX 75206

Folsom Network LLC                          $7,000

Edward White & Co., LLP                     $4,289

Blue Shield of California                   $4,208

Lori Colivas                                $3,104

Laurent Castaillac                          $1,937

Latham & Watkins                            $1,427

Nancy Holden                                $1,301

Patrick Lindsay Gravette                    $1,300

Jennifer Lewis                              $1,200

Business Wire                               $1,015

Speedway Copy Systems                         $540

Usha Mishra                                   $500

S.F. Property Management                      $450

Kara Shell                                    $374

Random House                                  $374

Color Wise                                    $358

Diversified Business Products                 $353


GENESCO INC: Earns $10.7 Million in Quarter Ended April 29
----------------------------------------------------------
Genesco Inc. reported earnings before discontinued operations of
$10.7 million for the first quarter ended April 29, 2006.  
Earnings before discontinued operations were $8.4 million for the
first quarter ended April 30, 2005.  Earnings before discontinued
operations for the first quarter of this year included SFAS 123(R)
share-based compensation and restricted stock expense of $1.6
million before taxes, while earnings before discontinued
operations in the first quarter of last year included a charge of
$2.6 million before taxes, related to the settlement of class
action litigation.  Net sales for the first quarter of fiscal 2007
increased 10% to $315 million compared to $286 million for the
first quarter of fiscal 2006.

Genesco Chairman, President and Chief Executive Officer Hal N.
Pennington, said, "Driven by strong performances in our branded
businesses and effective expense management across the board, we
slightly exceeded our earnings per share expectations for the
quarter despite lower than expected sales in our retail divisions.
We are confident about our merchandising position as we head into
summer and we are encouraged about our prospects for the back-to-
school season.  Additionally, we believe that most of the issues
that affected sales in the first quarter will be less significant
in the current quarter.  We are consequently comfortable with our
outlook for the second quarter.

"We also continued to successfully execute our store growth plans
during the first quarter, opening a total of 62 stores, compared
with 28 during the first quarter last year, and increasing square
footage by 16% versus 5% over the same period last year.  We
remain focused on expanding our retail presence across the country
and building on our leadership position in the marketplace.

"Net sales in the Journeys Group increased 10% to more than $141
million, same store sales increased 1% and footwear unit comps
rose 4% in the first quarter.  Board sport and women's casual
shoes continued to perform well; however, overall sales were
affected by a shift in demand from men's boots and utility
footwear to lower-priced canvas shoes, sandals and clogs.  We
believe that the impact of this category shift will moderate in
the second quarter, as boots and utility styles are historically
less relevant in the summer months.  We expect to open a total of
60 Journeys stores in fiscal 2007.

"Journeys Kidz registered another excellent quarter with total
sales up 30% to more than $8 million and same store sales up 10%,
against a 22% comparison last year.  We remain on track to open a
total of 25 Kidz stores in fiscal 2007.  Our newest concept, Shi
by Journeys, performed well during the quarter.  We had three Shi
by Journeys stores in operation at the end of the quarter and
expect to have a total of 12 stores by the end of the year.

"Net sales at Hat World increased 14% to approximately $71 million
and same store sales declined less than 1%.  Hat World had a 7%
comparable store sales increase in the same period a year ago.  
The Major League Baseball and branded core headwear categories
continued strong, but this was somewhat offset by softness in
demand for NCAA product.  Hat World continued to expand its
private label initiatives and roll out its embroidery machines,
both of which represent attractive opportunities for incremental
sales.  We remain excited about the growth potential of Hat World
and expect to open a total of 85 to 90 new stores in fiscal 2007.

"Net sales for the Underground Station Group, which includes
Jarman, were flat at $40 million and same store sales fell 3% in
the first quarter.  Comparable store sales at Underground Station
declined 2%, primarily due to weak demand in men's boots and
utility footwear.  Underground Station continued to generate gains
in women's footwear as well as apparel, accessories and children's
shoes, and we see opportunities to expand these categories
further.

"Johnston & Murphy posted another strong quarter, reflecting the
continued success of the brand's strategic repositioning.  
Johnston & Murphy net sales increased 6% to more than $44 million,
same store sales for the shops rose 3% and wholesale sales
increased 14% in the first quarter.  The positive results were
driven by ongoing strength in casual and dress casual footwear,
which made up 68% of first quarter unit sales in the Johnston &
Murphy retail shops, and substantial increases in apparel and
accessories.  We also opened five shops and factory stores in the
first quarter and plan to open a total of 12 in fiscal 2007. These
more aggressive retail growth plans highlight Johnston & Murphy's
positive momentum.

"First quarter sales of Licensed Brands increased 37% to $19
million and operating profit more than doubled.  Dockers is
benefiting from its positioning in both the traditional and
contemporary categories within the growing casual footwear
industry, and the innovative and proprietary features of its
proStyle(R) and Stain Defender(R) product lines."

Genesco also stated that it is slightly increasing its fiscal 2007
guidance.  The Company now expects sales to increase 14% to
approximately $1.46 billion for the year

                       About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO)
-- http://www.genesco.com/-- sells footwear, headwear and  
accessories in more than 1,750 retail stores in the United States
and Canada, principally under the names Journeys, Journeys Kidz,
Johnston & Murphy, Underground Station, Hat World, Lids, Hat Zone,
Cap Factory, Head Quarters and Cap Connection, and on internet
websites http://www.journeys.com/http://www.journeyskidz.com/  
http://www.undergroundstation.com/http://www.johnstonmurphy.com/  
http://www.lids.com/http://www.hatworld.com/and  
http://www.lidscyo.com/   

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers and Perry Ellis
brands.  

                            *   *   *

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennessee-based Genesco Inc. to positive from stable.
At the same time, the bank loan and recovery ratings on Genesco's
senior secured credit facility are raised to 'BB' from 'BB-' and
to '1' from '2', reflecting the rating agency's expectation of
full recovery in the event of default.  All other ratings,
including the company's 'BB-' corporate credit rating, are
affirmed.


GOODING'S SUPERMARKETS: Wants to Assume Contract with Lwin Family
-----------------------------------------------------------------
Gooding's Supermarkets, Inc. asks the U.S. Bankruptcy Court for
the Middle District of Florida for authority to assume an
executory contract with Lwin Family Company, dba Hissho Sushi.  
The Debtor sources fresh sushi from Hissho Sushi to sell in its
supermarkets.

The Hissho Contract expired on March 31, 2006.  According to the
Debtor, Hissho refuses to execute a new agreement for an
additional three years unless and until the Debtor assumes the
Hissho Contract.

As a condition to the Debtor's assuming the Hissho Contract,
Hissho has agreed to execute a new agreement with the Debtor to
provide fresh sushi in substantially the same form as the original
Hissho Contract.

The Hissho Contract benefits the estate because it allows the
Debtor to provide a product to its customers that is readily
available at competitor supermarkets, Jimmy D. Parrish, Esq., at
Gronek & Latham, LLP tells the Court.  "If [the Debtor] is unable
to provide fresh sushi to its customers, those customers may elect
to shop at competitor supermarkets instead of [the Debtor's]
supermarkets," Mr. Parrish argues.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).  
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of $1
million to $10 million and debts of $10 million to $50 million.


GOODING'S SUPERMARKETS: Hires Coldwell Banker as Broker
-------------------------------------------------------
Gooding's Supermarkets, Inc. obtained authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Coldwell Banker Commercial NRT as its exclusive listing agent or
broker with regard to a 49,991 square foot grocery store in
Casselberry, Florida.

The Debtor retained Coldwell pursuant to an Exclusive Right to
Lease Listing Agreement.

As broker, Coldwell:

   a) will have the exclusive right to market and offer for
      lease the Property until Sept. 15, 2006; and

   b) will receive from the Debtor a commission of $4 per square
      foot, of which one half will be paid upon court approval of
      the sublease and the balance will be paid at the time of
      rent commencement.

Jeffrey M. Tanner, senior commercial associate at Coldwell,
assured the Court that Coldwell does not hold any interest adverse
to the Debtor and is a "disinterested person" as that term is
defined is Sec. 101(14) of the Bankruptcy Code.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).  
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of $1
million to $10 million and debts of $10 million to $50 million.


GSC ABS: Moody's Puts Low-B Ratings on $10MM Floating Rate Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings to ten classes of notes
issued by GSC ABS CDO 2006-2m, Ltd:

   * Aaa to Up to $225,000,000 Class A-1A First Priority         
     Senior Secured Floating Rate Notes due 2045

   * Aaa to Up to $125,000,000 Class A-1B Second Priority
     Senior Secured Floating Rate Delayed Draw Notes due 2045

   * Aaa to the $13,500,000 Class A-2 Third Priority Senior
     Secured Floating Rate Notes due 2045

   * Aa2 to the $56,500,000 Class B Fourth Priority Senior
     Secured Floating Rate Notes due 2045

   * Aa3 to the $14,500,000 Class C Fifth Priority Senior
     Secured Floating Rate Notes due 2045

   * A2 to the $22,500,000 Class D Sixth Priority Mezzanine
     Deferrable Floating Rate Notes due 2045

   * Baa2 to the $21,000,000 Class E Seventh Priority
     Mezzanine Deferrable Floating Rate Notes due 2045

   * Ba1 to the $5,000,000 Class F Eighth Priority Mezzanine
     Deferrable Floating Rate Notes due 2045

   * Ba2 to the $5,000,000 Class G Ninth Priority Mezzanine
     Deferrable Floating Rate Notes due 2045

   * Aaa to the $12,000,000 Class P Notes due 2045

The ratings assigned to the Class A-1A Notes, the Class A-1B,
Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D
Notes, the Class E Notes, the Class F Notes and the Class G Notes
address the ultimate cash receipt of all required interest and
principal payments as provided by the governing documents, and are
based on the expected loss posed to the noteholders relative to
the promise of receiving the present value of such payments.

Moody's rating with respect to the Class P Notes address solely
the ultimate cash receipt of the initial Class P Note Rated
Balance. The ratings are also based upon the transaction's legal
structure and the characteristics of the collateral pool.

The collateral pool will be managed by GSCP, L.P.


HANDEX GROUP: Asks Court to Dismiss Chapter 11 Cases
----------------------------------------------------
Handex Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to dismiss
their chapter 11 cases.

R. Scott Shuker, Esq., at Gronek & Latham, LLP, tells the Court
that the Debtors no longer operate, has no employees, and has no
significant assets that can be distributed to unsecured creditors.  
The Debtors also failed to file a plan or disclosure statement,
and sees no reasonable likelihood of rehabilitation.

On March 14, 2006, the Debtors sold three pieces of equipment
acquired from Caterpillar Equipment Finance Inc. to Emeco USA for
$315,000.  Gronek & Latham retained $67,094, the remainder of the
sale proceeds, in its trust account.

The Debtors currently hold $260,336, which represent funds
collected from the City of Orlando, the State of New Jersey, the
City of Birmingham, and Georgetown County, South Carolina.  Demco-
Venco, L.L.C., and Great American Insurance Company both allege
liens against the funds.  Mr. Shuker says there are no more
account receivables to collect.  

Aside from the funds, the Debtors' remaining assets are probable
recoveries from two lawsuits:

   * the Uvalde Action; and
   * the WMDS Action.

The Debtors believe that it is the best interests of their
creditors that the cases be dismissed and their remaining funds
and actions distributed:

   (i) the G&L Trust Account Funds and the DIP Bond Account Funds
       will first be used to pay the accrued G&L Fees and the
       accrued United States Trustee fees in the approximate
       amount of $20,000.00.  If after the said fees have been
       paid there is a remaining balance of G&L Trust Account
       Funds or DIP Bond Account Funds, the rest will be disbursed
       to Demco;

  (ii) the Uvalde Action will be transferred to American
       International Group, Inc.; and

(iii) the WMDS Action will be transferred to Great American.

Headquartered in Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve  
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Gronek & Latham LLP, represent the Debtor.  The U.S.
Trustee advised the Bankruptcy Court on Dec. 30, 2005, that there
was insufficient interest among the Debtor's unsecured creditors
in order to form an official committee.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HEADLINERS ENT: March 31 Balance Sheet Upside Down by $10 Million
-----------------------------------------------------------------
Headliners Entertainment Group, Inc. filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on May 15, 2006.

The Company reported a $1,849,753 net loss on $1,874,768 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $4,673,797
in total assets, $14,841,797 in total liabilities, resulting in a
$10,168,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $481,142 in total current assets available to pay
$4,264,527 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?ab4

                        Going Concern Doubt

Bagell, Josephs, Levine & Company, L.L.C., in Gibbsboro, New
Jersey, raised substantial doubt about Headliners Entertainment
Group, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
sustained operating losses and capital deficits.

Based in Montclair, New Jersey, Headliners Entertainment Group,
Inc. -- http://www.rascalscomedyclub.com/-- fka Rascals
International, Inc., through its subsidiaries, engages in the
operation of comedy clubs primarily in New Jersey.  It operates
embedded, hotel-based, and licensed comedy clubs.  As of
Sept. 30, 2005, the company owned a library of approximately 300
hours of recorded performances by comedic entertainers when they
appeared at a Rascals Comedy Club.  In addition, it operates an
entertainment complex consisting of a dance club and other
facilities in Cincinnati, Kansas City, Tucson, Jackson,
Louisville, and Omaha.


HEARTLAND INC: Meyler & Company Raises Going Concern Doubt
----------------------------------------------------------
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Heartland, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005 and 2004.
The auditor pointed to the Company's negative working capital of
$4,568,118 and accumulated deficit of $10,728,899.

The Company reported a $12,338,785 net loss on $678,824 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $21,007,633
in total assets and $23,428,164 in total liabilities, resulting in
a $2,420,530 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $15,522,694 in total current assets available to pay
$20,090,812 in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
http://ResearchArchives.com/t/s?abc

                         About Heartland

Heartland, Inc., operates in the steel fabrication and real estate
construction markets.  It operates in three divisions: Steel
Fabrication, Construction and Property Management, and
Manufacturing.  Heartland is headquartered in Plymouth,
Minnesota.


INFORMATION ARCHITECTS: Unveils Plan for the Big Network
--------------------------------------------------------
Information Architects disclosed aggressive plans to drive Big
International Group of Entertainment Inc. forward.  Big
Entertainment is an entertainment entity that was formed to act as
a nucleus for five other entertainment based corporations that
will create a multi-media "think tank" to compete in the global
marketplace.

The acquisition of Big Entertainment is a significant part of the
company's business plan that will allow them to secure a
competitive advantage in the entertainment industry.  The first
Big Entertainment Company to receive focus is the Big Network.  
The Big Network was designed specifically as a support entity to
enhance the television, animation and publishing companies.  Big
Network intends to utilize the Internet to market, and in some
cases, deliver Big Entertainment's children's books, music
publications, new artists on the record label and direct
individuals to their themed destinations.

The Big Network's main responsibility is to tie all the products
and services of the entertainment entities together, all in one
location.  "It is our plan to create a tight linkage of all our
entertainment entities and make them easily accessible to our
target market.  As we continue to execute our business plans for
Big Entertainment, I hope one message is clear, Information
Architects is serious in their commitment to provide quality
entertainment for the entire family," said Jon Grinter, President
of Information Architects.

                  About Information Architects

Information Architects Corporation (OTCBB: IACH) -
http://www.ia.com/-- provides employment screening and background  
investigations software application.

At March 31, 2006, the Company's balance sheet showed $1,767,509
in total assets and $5,454,923 in total liabilities, resulting in
a $3,687,414 stockholders' deficit.

                            *   *   *

                       Gong Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Jaspers + Hall, PC, in Denver, Colorado, raised substantial doubt
about Information Architects Corporation's ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's recurring losses from
operations and stockholders' deficiencies.


INTEGRATED MEDIA: Posts $881,687 Net Loss in 2006 1st Fiscal Qtr.
-----------------------------------------------------------------
Integrated Media Holdings, Inc., fka Endavo Media and
Communications, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May  22, 2006.

The Company reported a $881,687 net loss on $995 of revenues for
the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $336,650
in total assets and $2,895,370 in total liabilities resulting in
$2,558,719 stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $17,648 in total current assets available to pay
$2,895,370 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?abd

                        Going Concern Doubt

Ronald N. Silberstein, CPA, PLLC, in Farmington Hills, Michigan,
raised substantial doubt about Integrated Media Holdings, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005. The auditor pointed to the Company's limited
revenue, incurred losses from operations and working capital and
stockholders deficiencies.

                      About Integrated Media

Integrated Media Holdings, Inc., provides and develops digital
softwares products to video and media businesses through Internet
based networks.  Formerly known as CeriStar, Inc., was founded in
1999.  It changed its name to Endavo Media and Communications,
Inc. in September 2004 in April 2006.  Integrated Media Holdings
is headquartered in Atlanta, Georgia.


IPALCO ENTERPRISES: S&P Holds BB+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on IPALCO Enterprises Inc. and its subsidiary
Indianapolis Power & Light Co. and revised the outlook on the
companies to positive from stable.
      
"The outlook revision reflects our expectations that certain key
consolidated financial metrics should strengthen sufficiently over
the next several years to support investment-grade ratings," said
Standard & Poor's credit analyst Barbara Eiseman.

The prospective improvement can be traced to:

   * lower than originally expected environmental-related capital
     expenditures;

   * supportive ratemaking treatment for such outlays;

   * reduced external financing needs;

   * effective cost controls; and

   * IPALCO's management strategy to reduce dividends paid to
     parent The AES Corp. (BB-/Stable/-) in years with high
     internal cash needs.
     
AES acquired IPALCO in early 2001.  AES is a global power company
that owns assets throughout the world.  The ratings on individual
AES entities reflect the parent's consolidated credit quality,
which is significantly weaker than that of Indianapolis, Indiana-
based IPALCO and IPL.
     
In most circumstances, Standard & Poor's will not rate the debt of
a wholly owned subsidiary higher than the rating on the parent.
Exceptions can be made on the basis of the cumulative value
provided by enhancements, such as:

   * structural protections,
   * covenants,
   * a pledge of stock, and
   * an independent director.

Standard & Poor's views these provisions as reducing the risk of a
subsidiary being filed into bankruptcy in the event of a parent's
bankruptcy but does not view them as 100% preventative.  
Therefore, Standard & Poor's limits the rating differential
provided by such structural enhancements to three notches.
     
On that basis, the corporate credit ratings on AES' subsidiaries
cannot currently be higher than 'BBB-'.  Moreover, the stand-alone
credit quality must reflect, at a minimum, the assigned corporate
credit rating.  To make the transition to 'BBB-', IPALCO must
achieve and sustain cash flow measures that are solidly investment
grade.
     
The positive outlook for IPALCO reflects expectations for gradual
financial improvement to levels commensurate with solid
investment-grade cash flow metrics.  In this regard, an upgrade in
the foreseeable future could occur if the company can produce and
sustain adjusted FFO to total debt in the low to mid-teens
percentage area and maintain its currently healthy FFO interest
coverage of greater than 3.0x.
     
Upward momentum also assumes continuation of supportive Indiana
regulatory practices, such as the environmental compliance cost
recovery tracker, and no material increase in debt leverage.  If
the company does not achieve stronger financial results in the
near term, the outlook will be revised to stable.


JACOBS INDUSTRIES: Committee Can Prosecute Lawsuit v. Insiders
--------------------------------------------------------------
The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for
the Eastern District of Michigan allowed the Official Committee of
Unsecured Creditors appointed in the chapter 11 cases of Jacobs
Industries, Inc., to prosecute any lawsuit against the Debtors'
insiders, former insiders and third parties.

The Court clarified that the Committee cannot prosecute General
Motors Corporation on account of a default by General Motors
Corporation under a steel resale program in which the Debtors
participated, unless Comerica Bank proposes otherwise in a manner
acceptable to the Committee.

Any recovery obtained by the Committee on behalf of Debtors
through judgment or settlement will be held by Pepper Hamilton LLP
in a client trust account pending confirmation of a Chapter 11
plan, the conversion of the case to a Chapter 7 proceeding or
until further Court order.

Deborah Kovsky-Apap, Esq., at Pepper Hamilton, in Detroit,
Michigan, told the Court that the Committee has reason to believe
that the Debtors' insiders and former insiders are in the process
of liquidating their assets and may move the proceeds of those
assets beyond the reach of the Debtors' creditors.  

Additionally, the Debtors' director and officer liability
insurance policy, which is a claims-made policy, expires in July
2006.  Because of the pending expiry, time is of the essence for
the Debtors to file lawsuits.  Ms. Kovsky-Apap says the Committee
is the only party in a position to do so.

Headquartered in Fraser, Michigan, Jacobs Industries, Inc.,
manufactures automotive interiors in roll forming and channel,
stampings and assembled product.  The company along with its three
affiliates filed for chapter 11 protection on Sept. 26, 2005
(Bankr. E.D. Mich. Case No. 05-72613).  Charles J. Taunt, Esq.,
and Erika D. Hart, Esq., at Charles J. Taunt & Associates,
P.L.L.C., represents the Debtors in their restructuring.  Deborah
Kovsky-Apap, Esq., at Pepper Hamilton LLP represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $19,513,913 in total
assets and $21,413,576 in total debts.


JORDAN IND: Moody's Junks Rating on $27 Mil. Sr. Sub. Debenture
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Jordan
Industries, Inc. and changed the rating outlook to negative from
stable.

This ratings have been downgraded with negative outlook:

   * Corporate family rating to Caa3 from Caa2;

$201.5 million of 13% senior secured notes co-issued by JII
Holdings LLC, a wholly owned subsidiary of Jordan, and its wholly
owned subsidiary, JII Holdings Finance Corporation, due April 2007
to Caa3 from Caa2.

These ratings have been affirmed:

   * Ca for the $27 million of 10.375% senior unsecured notes,
     due August 2007;

   * C for the $95 million of 11.75% senior subordinated discount
     debentures, due 2009.

The rating action reflects:

   (1) the Company's high leverage,

   (2) weak free cash flow generation, and

   (3) Moody's expectation of impairment in a distressed
       scenario.

The negative outlook incorporates:

   (1) the significant challenges facing the Company as it
       continues to explore its refinancing and strategic
       alternatives as well as

   (2) the uncertainty regarding the Company's ability to
       refinance, redeem or otherwise repay the debt prior
       to its maturity.

As of March 31, 2006, approximately $300 million, or 46%, of
Jordan's consolidated funded debt matures within twelve months. In
order of maturity, the current debt includes:

   1) Jordan's two asset based revolving credit facilities
      that expire on August 16, 2006;

  (2) $270.7 million in 10.75% senior unsecured notes issued
      by Jordan's operating subsidiary Kinetek Inc. that
      mature on November 15, 2006,

  (3) Kinetek's $35 million asset-based revolving credit
      facility that expires the earlier of thirty days
      prior to the maturity of the senior unsecured notes
      or December 15, 2006, and

  (4) approximately $26 million in senior secured notes
      issued by Kinetek that mature in April 2007.

Moody's views Jordan's liquidity as weak but sufficient to bridge
the company to the pending debt maturities.  Internal cash flow
generation is anticipated to remain weak though Moody's expects
operating improvement in 2006 driven primarily by continued gains
at Kinetek.

Jordan also supplements its liquidity through asset sales and cash
raising transactions with affiliates. In fiscal 2004 and 2005,
Jordan raised approximately $67 million through such activities.  
An additional $37 million was raised in the first three months of
2006 through the sale of an affiliate and of certain fully
depreciated non-operating assets to related parties.

As of March 31, 2006, Jordan had approximately $27 million
available funds comprised of $10.1 million in cash on hand and
$16.6 million of available funds under its two asset-based
revolving credit agreements.  Both these agreements expire on
August 16, 2006.  Moody's believes that the Company's ability to
extend the revolver maturities depends on the resolution of the
current debt maturities at Kinetek and frames our view of the
point in time by which a resolution might be anticipated.

The Caa3 rating on the $201.5 million 13% senior secured notes
reflects their structural subordination to the revolving credit
facilities at JII, LLC as well as their collateral package, which
is comprised of a second priority lien on the assets securing the
revolving credit facilities.  The notes benefit from both a
downstream guarantee from Jordan as well as upstream guarantees
from certain 100% owned subsidiaries of JII Holdings LLC.  Moody's
notes that Kinetek is not a guarantor of the notes.

Jordan Industries, Inc., based in Deerfield, Illinois, is a
closely held company organized to acquire and operate a diverse
group of businesses through leveraged buy-outs.  The Company is
comprised of seventeen businesses which are divided into five
strategic business units: Specialty Printing and Labeling,
Consumer and Industrial Products, Jordan Specialty Plastics,
Jordan Auto Aftermarket and Kinetek.  For the twelve months ended
March 31, 2006, Jordan generated reported revenues of
approximately $730 million.


K HOVNANIAN: Moody's Places Rating on $250 Mil. Sr. Notes at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 to the new issue of $250
million of senior notes of K. Hovnanian Enterprises, Inc.  At the
same time, Moody's affirmed all of the company's existing ratings,
including the corporate family rating and the ratings on the
company's existing senior notes at Ba1, senior subordinated notes
at Ba2, and preferred stock at Ba3.  The ratings outlook is
stable.

The stable ratings outlook reflects Moody's expectation that the
company will continue to operate at or close to a 50% net
homebuilding debt/capitalization ratio even as it may continue to
pursue acquisitions of smaller builders if opportunities should
arise in a slowing housing market.  Although Moody's expects some
of the company's other key credit metrics to deteriorate as the
macro housing environment continues to weaken, Moody's anticipates
that these metrics will remain at levels commensurate for the
affirmed ratings.

Moody's also anticipates that free cash flow will reverse from
negative to positive, thus permitting Hovnanian to maintain its
balance sheet integrity.

The ratings acknowledge Hovnanian's increased size, scale and
market penetration, currently strong interest coverage, margin and
return performance, and continuing success in diversifying its
operating profits.  At the same time, however, the ratings
consider Hovnanian's higher-than-average business risk profile
given its appetite for acquisitions, greater willingness than its
peers to leverage its balance sheet, significant capacity under
its credit agreement that could lead to substantial additional
debt incurrence, integration risks associated with its
acquisitions, larger-than-average amount of spec building, and the
cyclical nature of the homebuilding industry.

All of K. Hovnanian Enterprises' debt is guaranteed by the parent
company, Hovnanian Enterprises, Inc., and by its restricted
operating subsidiaries.

Pro forma as of the second fiscal quarter ended April 30, 2006 for
the $250 million of new senior notes and application of the net
proceeds to a paydown of a like amount of revolver debt,
Hovnanian's homebuilding debt/capitalization ratio would be 52.2%.  
Moody's expects this ratio to be at or below 50% by fiscal year-
end.

Going forward, an upgrade will depend largely on the company's
clearly adopting, and maintaining, a gross homebuilding
debt/capitalization target at 45% or lower, growing its equity
base, and successfully integrating its recent and any further
acquisitions while continuing to generate above-average returns.
Factors that could stress the outlook and ratings will include
material problems in integrating its acquired companies or a
releveraging of the balance sheet for acquisitions, share
repurchases, or because of major impairment charges to above 55%.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Revenues and net income for the trailing twelve
month period that ended April 30, 2006 were $5.9 billion and $472
million, respectively.


KAISER ALUMINUM: Asks Court to Approve American Settlement Pact
---------------------------------------------------------------
Kaiser Aluminum & Chemical Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to approve a Settlement
Agreement with American Re-Insurance Company and Executive Risk
Indemnity Company.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that American Re and Executive Risk
issued several insurance policies that provide excess insurance
coverage to KACC and certain parties related to KACC.

Ms. Newmarch notes that the KACC Parties have incurred and may
incur certain liabilities, expenses and losses arising out of
asbestos personal injury claims, silica personal injury claims,
coal tar pitch volatile personal injury claims and noise-induced
hearing loss personal injury claims.

To obtain adjudication of KACC's rights for coverage under the
Subject Policies as to asbestos containing product bodily
injuries, it initiated an insurance coverage action against
certain insurers, including American Re and Executive Risk.

The Products Coverage Action is styled Kaiser Aluminum & Chemical
Corporation v. Certain Underwriters at Lloyds, London, Case No.
31241 in the Superior Court of California for the County of San
Francisco.

KACC, on its own behalf and on behalf of the KACC Parties, entered
into a settlement agreement with American Re and Executive Risk to
resolve certain matters relating to the Subject Policies, the
coverage for Channeled Personal Injury Claims, and other present
and future liabilities.

The Settlement Agreement will also resolve KACC's other claims
against American Re and Executive Risk Parties with respect to the
other policies.

A copy of the Settlement Agreement is available for free at
http://researcharchives.com/t/s?aa5

The principal terms of the Settlement Agreement are:

    (a) Unless a Trigger Date has occurred, American Re and
        Executive Risk will pay $5,500,000 as settlement amount:

             Date                     Amount
             ----                     ------
             July 1, 2008          $1,375,000
             July 1, 2009           1,375,000
             July 1, 2010           1,375,000
             July 1, 2011           1,375,000

        The Trigger Date is the day that the last of these events
        has occurred:

        (1) the order approving the settlement agreement becomes a
            Final Order;

        (2) the Confirmation Order becomes final; and

        (3) the occurrence of the Plan Effective Date.

        In the event the Trigger Date has occurred, payment will
        be made to Wells Fargo Bank, N.A, as insurance escrow
        agent, for distribution to the Funding Vehicle Trust;

    (b) After the Trigger Date has occurred, payments to U.S.
        Bank, National Association, as the Settlement Account
        Agent, will be disbursed to the Insurance Escrow Agent for
        distribution to the Funding Vehicle Trust, or as otherwise
        directed by the Court;

    (c) Upon the payment of the Settlement Amount to the Insurance
        Escrow Account, legal and equitable title to the
        Settlement Amount will pass irrevocably to the Insurance
        Escrow Agent to be distributed pursuant to the Plan;

    (d) KACC agrees to release all of its rights under the Subject
        Policies and certain other rights under the Other American
        Re and Executive Risk Policies, and to dismiss American Re
        and Executive Risk from the Products Coverage Action;

    (e) The Settlement Agreement covers all claims that might be
        covered by the Subject Policies and, accordingly,
        constitutes a policy buy-out of those Policies; and

    (f) The Settlement Agreement contains certain rights to
        adjustment of the Settlement Amount if Asbestos
        Legislation is enacted into law before the earlier of the
        Trigger Date and July 31, 2006, and the Asbestos
        Legislation does not provide American Re and Executive
        Risk Parties a dollar-for-dollar credit for payments under
        the Settlement Agreement.

According to Ms. Newmarch, the Settlement Agreement will eliminate
KACC's continuing costs of prosecuting the Products Coverage
Action against American Re and Executive Risk.  It will also
eliminate uncertainty regarding future payments by American Re and
Executive Risk.  Additionally, the Settlement Agreement will
secure the payment of a total fixed amount from American Re and
Executive Risk without further delay and costs to KACC.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Mr. Bodnar Says Holder Affidavits are Defective
----------------------------------------------------------------
Judge Fitzgerald has approved a stipulated Stay Order, which
permitted the distribution of "Funds and Stock Subject to Appeal"
to certain holders of the Kaiser Aluminum Corporation and its
debtor-affiliates' senior notes -- 10-7/8% Notes, 9-7/8% Notes,
and 7-3/4% SWD Revenue Bonds.

To distribute the Funds and Stock, the Stay Order requires the
holders of the Senior Notes to submit an affidavit providing a
promise to return monies they received upon a reversal of the
Guaranty Decision on appeal.

Joseph J. Bodnar. Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, relates that approximately 400 holder
affidavits were delivered to Law Debenture Trust Company on
April 25, 2006.

However, Mr. Bodnar says, several of the Holder Affidavits are
defective because of holders' failure to:

    (1) sign the affidavit or sign on behalf of the correct
        noteholder;

    (2) sign the verification or identify the signer of the
        verification;

    (3) obtain the NYSE Medallion Stamp Signature;

    (4) indicate the dollar amount of the noteholder's holdings;

    (5) include all pages of the Holder Affidavit;

    (6) state the noteholder's net worth or the net worth stated
        was insufficient under the terms of the Holder Affidavit;
        or

    (7) provide the noteholder's address, tax identification
        number, and complete broker information.

Law Debenture supplied the Senior Indenture Trustees with a list
detailing the specific defects.  Mr. Bodnar notes that no party
disputed that the Holder Affidavits are, in fact, defective.

A full-text copy of the list of the defective Holder Affidavits is
available for free at http://researcharchives.com/t/s?aa6

According to Mr. Bodnar, Law Debenture has been working with the
Senior Indenture Trustees to resolve the issues consensually.
However, as of May 9, 2006, no corrections were obtained.

For this reason, Law Debenture objects to the Holder Affidavits
submitted.

Mr. Bodnar explains that absent any objection, the Holder
Affidavits would be deemed approved and distributions would be
made to the holders without the necessary information that Law
Debenture needs to recover the distributions upon successful
appeal of the Guaranty Decision.

Law Debenture says it is willing to continue to work with the
Senior Indenture Trustees to resolve the defects.

Liverpool Limited Partnership supports Law Debenture's objection.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KRONOS ADVANCED: March 31 Balance Sheet Upside Down by $3.5 Mil.
----------------------------------------------------------------
Kronos Advanced Technologies, Inc. filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on May 15, 2006.

The Company reported a $922,514 net loss on zero revenues for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,591,709
in total assets, $6,141,316 in total liabilities, and $3,549,607
in stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $572,708 in total current assets available to pay
$3,566,316 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?ab6

                        Going Concern Doubt

Sherb & Co., LLP, in New York City, expressed substantial doubt
about the Company's ability to continue as a going concern after
it audited the Company's financial statements for the fiscal years
ended June 30, 2005 and 2004.  The auditing firm points to the
Company's working capital deficiency and significant losses.

Through its wholly owned subsidiary, Kronos Air Technologies,
Inc., Kronos Advanced Technologies, Inc., --
http://www.kronosati.com/-- has developed a new, proprietary air  
movement and purification system that utilizes high voltage
electronics and electrodes to silently move and clean air without
any moving parts.  Kronos is actively commercializing its
technology for standalone and embedded products across multiple
residential, commercial, industrial and military markets.  The
Company's business strategy includes a combination of building
internal capabilities, establishing strategic alliances and
structuring licensing arrangements.  Kronos is located in Belmont,
Massachusetts.


KUSHNER-LOCKE: Has Access to Bank Lenders' Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized The Kushner-Locke Company and its debtor-affiliates to
use cash collateral securing repayment of their debt to JPMorgan
Chase Bank and other lenders.  

The Debtors can use the Bank Lenders' cash collateral from June 1,
2006 through July 31, 2006, in accordance with this budget:

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

The Court further allows the Debtors to use cash collateral from
Aug. 1, 2006 through Nov. 30, 2006, if the lenders provide written
consent in accordance with the submitted or a newly proposed
budget.

As reported in the Troubled Company Reporter on May 15, 2006, the
Debtors owed the bank lenders approximately $67 million, plus
around $8.9 million in accrued interest and other fees, when they
filed for bankruptcy.  The debt is secured by a lien on
substantially all of the Debtors' assets.

To provide the bank lenders with adequate protection, the Debtors
grant replacement liens and security interests to the extent of
any diminution in value of their collateral pursuant to Sections
361 and 363 of the Bankruptcy Code.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 in the U.S. Bankruptcy Court for the Central
District of California.  Charles D. Axelrod, Esq., at Stutman,
Treister & Glatt, PC, represent the Debtors in their
restructuring.  Bennett L. Spiegel, Esq., at Los Angeles,
California, represent the Official Committee of Unsecured
Creditors.


KUSHNER-LOCKE: Media 8 Balks at Document Requests
-------------------------------------------------
MEDIA 8 Entertainment, fka Mark Damon Productions, Inc., objects
to The Kushner-Locke Company and its debtor-affiliates' request to
obtain documents related to:

    a) a Partnership Agreements dated Dec. 15, 1993, between
       Kushner-Locke, as successor-in-interest to KLC Films Inc.,
       and Mark Damon.  The agreement was signed for the purpose
       of producing the film entitled "Sensation;" and

    b) a Sales Agency Agreement, dated Oct. 15, 1993, relating to
       the distribution of the film.  

Media 8 opposes the Debtors' request because it is allegedly
oppressive, irrelevant and purports to impose obligation greater
than those required by applicable law.

The U.S. Bankruptcy Court for the Central District of California
in Los Angeles previously authorized the Debtors to obtain the
Documents from Media 8.  The Debtors want to look into the
partnership and sales agency documents in order to determine if
they can validly assert potential causes of action against Media
8.

Alice P. Neuhauser, the responsible officer of Kushner-Locke
Company, told the Court that Media 8 has failed to actively market
and exploit the rights to the film "Sensation" and that Media 8 is
no longer performing the agreed services for the Debtors.  The
Debtors said that they have not received reporting from Media 8
since December 2003 despite continued requests.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 in the U.S. Bankruptcy Court for the Central
District of California.  Charles D. Axelrod, Esq., at Stutman,
Treister & Glatt, PC, represent the Debtors in their
restructuring.  Bennett L. Spiegel, Esq., at Los Angeles,
California, represent the Official Committee of Unsecured
Creditors.


LARRY'S MARKETS: CEO Assures no Job Cuts are Planned
----------------------------------------------------
Larry's Markets, Inc., has filed a notice with the Employment
Security Department that it will permanently lay off 545 workers
in Kirkland, Seattle, Tukwila and Bellevue starting Aug. 30, 2006,
Dan Richman at the Seattle Post-Intelligencer reports.

However, the Debtor's Chief Executive Mark McKinney assures that
"the notice is just a formality to comply with federal law," and
there are no layoffs planned at the six-store chain.

In an interview with the Post-Intelligencer, the Debtor's CEO
disclosed that the notice is just a formality and is required by
federal law since the Debtor is up for sale.  Mr. McKinney told
the Post-Intelligencer that they expect to close a sale in
September.

Headquartered in Kirklan, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and  
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  The Official Committee of Unsecured
Creditors has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, to represent it in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $12,574,695 and total debts
of $21,489,800.


LNR PROPERTY: S&P Assigns B+ Credit Ratings with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
counterparty credit rating to LNR Property Holdings Ltd. and LNR
Property Corp.  It also assigned its 'B+' secured bank loan rating
to LNR Property Corp.  The outlook is stable.
     
The bank loan is guaranteed by LNR Property Holdings.

"The ratings reflect the consolidated company's success in
deleveraging its balance sheet and reducing its funding
requirements since the buyout by the private equity firm Cerberus
Capital Management and LNR's management in 2005," said Standard &
Poor's credit analyst Ernest D. Napier.

LNR currently has substantial balance-sheet liquidity, which is
being used to pay down the high-cost debt incurred as a result of
the buyout.  At February 2006, the total debt-to-tangible equity
ratio was 3.5x.

Pro forma at February 2006, total debt to tangible equity was 2.7x
and is projected to fall to approximately 1.3x by 2010.  A $550
million mezzanine loan will be repaid, and the company's senior
secured facility will be reduced by approximately $200 million.
     
In accordance with its strategic plan, the company has begun
shifting its business model to an asset manager from that of a
direct investor in real estate assets.  Steps in this strategic
shift include creation of a $1.2 billion commercial property
development fund and a $0.7 billion European investment fund, as
well as the divestment of wholly owned properties.

This strategic shift is less capital markets intensive and to some
extent less credit sensitive. While substantial credit risk will
continue to exist in the company's ongoing business of investing
in low-rated CMBS and in the ownership interests it holds in the
funds it manages, revenues in the form of management and servicing
fees and equity in earnings of partnerships will grow relative to
interest income.
     
Representing anywhere between one-third to one-half of the
company's assets, the real estate securities portfolio consists of
low-rated ('B' and 'BB') and unrated tranches of CMBS assets and
is considered the most risky asset class on its balance sheet.  
LNR manages its balance-sheet risk by, among other things, acting
as special servicer for the loans contained within the CMBS
portfolios.

Additional mitigating factors include:

   * the high weighted average cash returns for fixed-rate CMBS
     assets;

   * the significant discount of the face value at which unrated
     CMBS assets are recorded on the balance sheet; and

   * the considerable discounts at which these assets are
     purchased.

Moreover, additional comfort is gained through the company's
comprehensive due diligence procedures, which allow LNR to remove
problematic or unattractive assets from purchase pools, and the
company's stellar asset quality performance, as illustrated by its
lower-than-industry average delinquency rates.
     
The stable outlook reflects Standard & Poor's belief that the
company will continue to make steady progress in accumulating
capital and reducing its debt levels.  Nevertheless, before the
rating agency considers a rating above the 'B' category,
management would need to demonstrate over time its commitment to
maintaining pre-buyout leverage and profitability levels.


M&S TRANSPORTATION: Court Dismisses Chapter 11 Case
---------------------------------------------------
The Hon. Audrey R. Evans of the U.S. Bankruptcy Court for the
Eastern District of Arkansas approved the request of Charles E.
Rendlen, III, the U.S. Trustee for Region 13, to dismiss the
chapter 11 case of M&S Transportation, Inc.

As reported in the Troubled Company Reporter on April 13, 2006,
Mr. Rendlen told the Court that the Debtor has failed to submit
any monthly operating reports since filing for bankruptcy.  

Mr. Rendlen argued that the non-filing of its operating reports
has resulted in unreasonable delay, which is prejudicial to the
interests of creditors and impedes the efficient administration of
bankruptcy cases.  Without these required reports, Mr. Rendlen
said, it is impossible to determine:

    * whether a reorganization plan is feasible; and

    * if the Debtor's post-petition expenses are being paid.

Headquartered in Little Rock, Arkansas, M&S Transportation, Inc.,
filed for chapter 11 protection on Sept. 30, 2005 (Bankr. E.D.
Ark. Case No. 05-23717).  Stephen L. Gershner, Esq., at Davidson
Law Firm, Ltd., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $10 million and $50 million.


MAGRUDER COLOR: Judge Stern Confirms Plan of Reorganization
-----------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey confirmed the Plan of Reorganization filed
by Magruder Color Company and its debtor-affiliates.  The Court
determined that the Plan satisfies the 13 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

                       Treatment of Claims

Under the Debtors' Plan, Administrative Claims and Priority Tax
Claims will be paid in full and in cash, without interest.  

Beal Bank's secured claim will be paid in full, in cash, with
interest at the contract rate, from the proceeds of the sale of
the Debtor and Non-Debtor Real Estate, after payment of:

   (i) all costs and expenses associated with pursuing,
       conducting, and closing those sales; and

  (ii) all environmental remediation costs associated with both
       the Debtor and Non-Debtor Real Estate.

Beal Bank will retain its mortgage liens until its Secured Claim
is paid in full.

Holders of Class 3 Unsecured Claims will receive a Pro Rata
distribution from:

    a) $1.5 million to be paid from the Net Non-Debtor Real
       Estate Proceeds after payment in full of the Beal Bank
       Secured Claim;

    b) 50% of the Net Debtor Real Estate Proceeds; and

    c) the Net Avoidance Proceeds.

Holders of Maggyco Interests will retain their ownership interests
in Maggyco.  To the extent there is no Available Cash or escrowed
amounts available, Holders of Maggyco Interests will fund the
payment of any real estate taxes, insurance, maintenance and other
costs associated with the Debtor Real Estate until the Debtor Real
Estate is sold.

Holders of Intercompany Claims and Class 6 Dissolved Debtors
Interests will receive no distribution under the Plan.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic         
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  Brian L.,
Esq., and Howard S. Greenberg, Esq., at Baker Ravin Greenberg, PC,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MARKSON ROSENTHAL: Administrative Claims Filing Due June 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey in Newark
set June 13, 2006 as the deadline for creditors to file
administrative expense claims against Markson Rosenthal & Co.,
Inc. for obligations arising prior to April 14, 2006.

Proofs of claim must be received by the clerk of the bankruptcy
court by 4:00 p.m. New York Time at this address:

   Clerk of Bankruptcy Court
   U.S. Bankruptcy Court
   District of New Jersey
   PO Box 1352
   Newark, NJ 07101-1352

A copy of the proof of claim must also be sent to Allen J.
Underwood II, Esq. at:

   Becker Meisel, LLC
   Suite 2800, Eisenhower Plaza II
   354 Eisenhower Parkway
   Livingston, NJ 07039

Headquartered in Englewood Cliffs, New Jersey, Markson Rosenthal &
Company, Inc. -- http://www.marksonrosenthal.com/-- manufactures  
point of purchase displays and offers contract packaging services.  
The Company filed for chapter 11 protection on April 14, 2006
(Bankr. D. N.J. 06-13163).  Allen J. Underwood, Esq., and Ben
Becker, Esq., at Becker, Meisel LLC represent the Debtor in its
restructuring efforts.  Douglas J. McGill, Esq., and Robert
Malone, Esq., at Drinker, Biddle & Reath represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it reported zero assets and
$11,870,120 in debts.


MARKSON ROSENTHAL: Gets Final Court Approval on DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey in Newark
gave Markson Rosenthal & Co., Inc., authority on a final basis to
obtain debtor-in-possession financing from Valley National Bank.

Under a ratified loan agreement with Valley National, the Debtor
has access to a $3,870,000 advance loan limit.  Advances under the
loan agreement accrue interest at 3% per year.

The Debtor will use the financing in accordance with an 8-week
budget available for free at http://researcharchives.com/t/s?ad2

As adequate protection, the Debtor grants the Lender a super-
priority administrative claim on all of its assets.

                        Carve-Out Expenses

The carve-out, the Court ruled, will only cover the right to
payment of these expenses:

   a) statutory fees payable to the US Trustee;

   b) fees payable to the Clerk of Bankruptcy Court; and

   c) unpaid and outstanding reasonable fees and expenses
      incurred by professionals of the Debtor and the Official
      Committee of Unsecured Creditors not exceeding $175,000.

Headquartered in Englewood Cliffs, New Jersey, Markson Rosenthal &
Company, Inc. -- http://www.marksonrosenthal.com/-- manufactures  
point of purchase displays and offers contract packaging services.  
The Company filed for chapter 11 protection on April 14, 2006
(Bankr. D. N.J. 06-13163).  Allen J. Underwood, Esq., and Ben
Becker, Esq., at Becker, Meisel LLC represent the Debtor in its
restructuring efforts.  Douglas J. McGill, Esq., and Robert
Malone, Esq., at Drinker, Biddle & Reath represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it reported zero assets and
$11,870,120 in debts.


MCCANN INC: Trustee Seeks Final Decree Closing Chapter 11 Case
--------------------------------------------------------------
Lee E. Buchwald, the chapter 11 Trustee appointed for McCann,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
New York to issue a final decree closing the Debtor's chapter 11
case.

As reported in the Troubled Company Reporter on May 1, 2006, the
Court confirmed the Debtor's amended Chapter 11 plan of
liquidation.  Pursuant to the Plan, distributions were to be made
to certain classes of creditors.  Holders of priority claims due
to Union Pension and Welfare Benefit Funds were paid in full.  

The Chapter 11 Trustee adds that the plan of liquidation has been
substantially consummated.  Mr. Buchwald says all distributions to
holders of allowed unsecured claims have been completed and all
professionals' fees have been paid.

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  On April 15, 2004, a group
of creditors filed an involuntary Chapter 7 petition against
McCann, Inc.  On June 23, 2004, the Debtor exercised its right
under Sec. 706(a) of the Bankruptcy Code to convert its bankruptcy
case to a Chapter 11 case, and an order for relief was entered on
June 25, 2004 (Bankr. S.D.N.Y. Case No. 04-12596 (SMB)).  On
July 22, 2004, the Court appointed Lee E. Buchwald to serve as
Chapter 11 Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq.,
at Todtman, Nachamie, Spizz & Johns, P.C., as his counsel.  
Clifford A. Katz, Esq., at Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, represents the Debtor.


MERIDIAN AUTOMOTIVE: Plan Funding & Treatment of Claims Under Plan
------------------------------------------------------------------
On May 26, 2006, Meridian Automotive Systems, Inc., and its eight
debtor-affiliates delivered to the U.S. Bankruptcy Court for the
District of Delaware their First Amended Joint Plan of
Reorganization and Disclosure Statement.

The Debtors' Prepetition First Lien Lenders -- Camulos Master
Fund LP, DK Acquisition Partners, L.P., and Stanfield Capital
Partners LLC -- and the Official Committee of Unsecured Creditors
are also co-proponents of the Amended Plan.

According to Richard E. Newsted, Meridian's president and chief
executive officer, the Debtors, the Committee and the Prepetition
Second Lien Agent have reached an agreement with respect to the
allocation of the distributions from the Litigation Trust, the
Lien Avoidance Release, the non-pursuit of certain Avoidance
Actions in exchange of credit and pricing terms, and certain
other provisions of the Plan.

"The principal purpose of the Plan is to effect a balance sheet
restructuring pursuant to which the Prepetition First Lien Claims
will be satisfied in full through a menu of treatment
alternatives, including cash and certain debt and preferred
equity instruments, while the holders of Prepetition Second Lien
Claims will receive, among other things, their Pro Rata share of
substantially all of the New Common Stock to be issued under the
Plan," Mr. Newsted says.

                           Plan Funding

The Plan contemplates the issuance of a combination of debt and
equity instruments to fund its implementation, including the New
Common Stock, the Class A Convertible Preferred Stock, and the
New Third Lien Notes.

Reorganized Meridian will issue 2,000,000 shares of New Common
Stock and distribute these shares to holders of allowed
Prepetition Second Lien Secured Claims.  Up to 10% of the total
authorized shares of New Common Stock will be reserved for
certain members of management and employees who participate in
any Management Incentive Plan that may be implemented after the
Effective Date.

Reorganized Meridian will authorize the issuance of approximately
620,000 shares of Class A Convertible Preferred Stock to be
distributed to holders of allowed Prepetition First Lien Claims
and allowed Prepetition Second Lien Secured Claims.

Subject to the treatment elected by holder of Prepetition First
Lien Claims, Reorganized Meridian will be authorized to issue the
New Third Lien Notes on the Effective Date in an aggregate face
amount not to exceed $150,000,000.  The New Third Lien Notes will
be secured by liens on substantially all assets of the
Reorganized Debtors, junior only to the liens securing the Exit
Facility.

On the Effective Date, the Reorganized Debtors will be authorized
and directed to enter into an Exit Facility to obtain the funds
necessary to:

    (a) repay the DIP Claims in full in cash and replace any
        letters of credit issued pursuant to the DIP Credit
        Agreement;

    (b) make other payments required to be made, including, the
        payments in cash of a portion of the Allowed Prepetition
        First Lien Claims and the payment of Allowed Priority Non-
        Tax Claims, Allowed Priority Tax Claims, and Allowed
        Administrative Expense Claims; and

    (c) meet working capital and other corporate needs of the
        Reorganized Debtors, thereby facilitating their emergence
        from bankruptcy.

According to Mr. Newsted, the Debtors are currently in
discussions with several lenders to arrange the Exit Facility.
The Debtors are confident that prior to the Confirmation Date
they will obtain one or more formal commitments to provide the
Exit Facility.  The closing of the Exit Facility is a condition
to the effectiveness of the Plan.

The Debtors will present commitment letters with respect to the
Exit Facility to the Bankruptcy Court at or prior to the
Confirmation Hearing.

The Reorganized Debtors will also use the proceeds of the sale
and leaseback of the Debtors' manufacturing facility in Grand
River Avenue, Fowlerville, Michigan, to fund the implementation
of the Plan.

The Court will convene a hearing on June 27, 2006, to consider
approval of the Disclosure Statement.

A full-text copy of the Debtors' First Amended Joint Plan of
Reorganization is available for free at:

    http://bankrupt.com/misc/Meridian_1stAmendment_Plan.pdf

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

    http://bankrupt.com/misc/MERIDIAN_DisclosureStatement.pdf

               Classification & Treatment of Claims

Under their First Amended Joint Plan of Reorganization, the
Debtors now group claims and interests into eight classes:

                                               Estimated
                                               ---------
Class     Claims              Status    Allowed Amt.  Recovery(%)
-----     ------              ------    ------------  -----------
  N/A      Administrative
           Expense Claims   Unimpaired    $16,000,000         100%

  N/A      DIP Claims       Unimpaired    $40,000,000         100%
                                        (plus $5,000,000
                                         of reimbursement
                                         obligations)

  N/A      Priority
           Tax Claims       Unimpaired   (not indicated)      100%

  N/A      Professional
           Compensation
           Claims           Unimpaired   (not indicated)      100%

   1    Priority            Unimpaired        $10,000         100%
        Non-tax Claims

   2    Other Secured       Unimpaired        100,000         100%
        Claims

   3    Prepetition First     Impaired    303,400,000     85%-100%
        Lien Claims

   4    Prepetition Second    Impaired     55,000,000          96%
        Lien Secured Claims

   5    Prepetition Second    Impaired    125,000,000           -
        Lien Deficiency
        Claims

   6    General Unsecured     Impaired     96,000,000           -
        Claims

   7    Prepetition           Impaired    179,900,000           0%
        Subordinated Claims

   8    Prepetition           Impaired              -           0%
        Meridian Interests

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Lazard's Valuation Analysis Under Joint Plan
-----------------------------------------------------------------
Lazard Freres & Co. LLC, Meridian Automotive Systems, Inc., and
its debtor-affiliates' investment banker, undertook a valuation
analysis to determine the value available for distribution to
holders of allowed claims pursuant to the Debtors' First Amended
Joint Plan of Reorganization, and to analyze the relative
recoveries to those holders.

Richard E. Newsted, the Debtors' president and chief executive
officer, relates that the estimated total value available for
distribution is comprised of two components:

    (a) an estimated value of the Reorganized Debtors' operations
        on a going concern basis; and

    (b) the proceeds from the sale of certain businesses or
        assets.

Lazard concluded, solely for purposes of the Plan, that the
Enterprise Value of the Reorganized Debtors ranges from
$350,000,000 to $420,000,000, with a midpoint of $390,000,000.

According to Mr. Newsted, Lazard's mid-point estimated Enterprise
Value implies a value for the New Common Stock of $53,000,000 on
the Effective Date.

In estimating the Enterprise Value and Common Equity Value of the
Reorganized Debtors, Lazard:

    (a) reviewed certain historical financial information of the
        Debtors for recent years and interim periods;

    (b) reviewed certain internal financial and operating data of
        the Debtors;

    (c) met with the members of senior management to discuss the
        Debtors' operations and future prospects;

    (d) visited certain operating facilities;

    (e) reviewed publicly available financial data for, and
        considered the market value of, public companies that
        Lazard deemed generally comparable to the Debtors'
        operating business;

    (f) reviewed publicly available financial data for, and
        considered the value of, merger and acquisition
        transactions involving companies Lazard deemed generally
        comparable to the Debtors' operating business;

    (g) considered certain economic and industry information
        relevant to the operating business; and

    (h) conducted other studies, analyses, inquiries and
        investigations as it deemed appropriate.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Liquidation Analysis in Amended Joint Plan
---------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
believe that their First Amended Joint Plan of Reorganization
meets the "best interest of creditors" test under Section
1129(a)(7) of the Bankruptcy Code.  The Debtors believe that the
Holders of Claims and Prepetition Meridian Interests in each
Impaired Class will receive at least as much under the Plan
as they would if the Debtors were liquidated under Chapter 7 of
the Bankruptcy Code.

The Debtors believe that the value of any distributions to each
class of allowed claims in a chapter 7 liquidation would be less
than the anticipated value of Distributions under the Plan
because those distributions in a chapter 7 case would not occur
for a substantial period of time.  "It is likely that
distribution of the liquidation proceeds could be delayed after
the completion of the liquidation in order to reconcile claims
asserted in the chapter 7 case and prepare for distributions,"
Richard E. Newsted, the Debtors' president and chief executive
officer, says.

Mr. Newsted relates that the Debtors' Liquidation Analysis
reflects the projected outcome of a hypothetical, orderly
liquidation of the Debtors under Chapter 7.

Major assumptions made for purposes of the Liquidation Analysis:

    * The asset values used are based on the projected book values
      of each Debtor's assets as of June 30, 2006.

    * The cash and cash equivalents projected to be available on
      the June 30, 2006, are based on the projected book balance
      and do not include any check float amount.

    * The majority of accounts receivable are assumed to be
      collected over a three to six-month period, with any
      remaining balances sent to a collections agency.

    * Inventory is assumed to be liquidated over a four to six-
      week period, with remaining balances sold for scrap or
      destroyed.

    * Machinery and equipment, and construction in progress that
      represents the majority of assets at the Debtors'
      Fowlerville, Michigan, facility that have not yet been
      capitalized.  All of these items are assumed sold over a
      nine to twelve-month liquidation period.  Proceeds from
      these sales have been estimated based on current general
      market conditions.

    * The Debtors believe, and the Liquidation Analysis assumes,
      that most of the other current and long-term assets would
      generate little or no recovery in a liquidation scenario.

    * Liquidation fees and costs include severance payments for
      those employees retained for the liquidation, wind-down
      costs, professional fees, costs associated with liquidation
      of the Debtors' assets, and Chapter 7 trustee fees.  Wind-
      down costs include payments of utilities, insurance, real
      estate tax security, MIS, rent and building maintenance.

    * All available non-Debtor intercompany accounts payable are
      assumed to be paid, whether in part or in whole, to the
      Debtor entities and become part of that Debtor's available
      distributable funds.

                 Meridian Automotive Systems, Inc.
          Consolidated Hypothetical Liquidation Analysis
                         ($ in Thousands)

                                      Hypothetical Liquidation
                                      ------------------------
                                      Recovery           Value
                                      --------           -----
                      Projected Net
                       Book Value     Low  High      Low      High
                      -------------   ---  ----      ---      ----
Cash                        $500     100% 100%     $500      $500

Accounts                 126,876      49%  54%   61,755    68,656
  Receivables (net)

Inventory (net)           67,331      44%  58%   29,501    39,165

Property, Plant,         233,203      39%  45%   90,056   105,129
  & Equipment (net)

Other current &           46,296       8%  10%    3,881     4,544
  Long-term Assets

Investment in                  -        -    -      630     2,104
  Non-Debtor Affiliate
                         ========      === ==== ========  ========
                         $474,206      39%  46% $186,322  $220,097
                                                ========  ========
    Less: Cost of Liquidation                   $27,854    $21,799
                                                -------    -------
Hypothetical Liquidation Value
Available for Distribution                    $158,468   $198,298

Estimated Super-priority &
Secured Claims:

    DIP Financing                               $42,600    $42,600
    Professional Fee Carve Out                   $5,000     $5,000
    Senior Secured Claims                      $110,868   $150,698

Hypothetical Liquidation Value
  Available for Administrative,
  Priority Prepetition Junior
  Secured Claims & Unsecured Claims                   -          -
                                                ========  ========

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MIRANT CORP: DOE & EPA Sees Increased Operations in Virginia Plant   
------------------------------------------------------------------
Directives issued by the U.S. Department of Energy and the U.S.
Environmental Protection Agency will provide for immediate
increased operations of Mirant Corporation's 482-MW Potomac River
Generating Station located in Alexandria, Virginia.

An Administrative Compliance Order entered into with EPA
prescribes how the plant can increase production, to near normal
levels, as long as the plant meets the National Ambient Air
Quality Standards in the greater Washington D.C. and Northern
Virginia area.  The directive from DOE requires that Mirant comply
with the ACO and increase generation to ensure an adequate level
of electric reliability in the Central D.C. area.

Under the ACO, Mirant will operate the plant using day-ahead
forecasted weather data rather than worst-case five-year estimates
contained in computer models.  In addition, Mirant will install
equipment that monitors sulfur dioxide in the vicinity of the
plant.

"The Department of Energy understands just how critical the
Potomac River Generating Station is to electric reliability in the
Nation's Capital area," Bob Driscoll, Chief Executive Officer,
Mirant Mid-Atlantic, said.  "The Potomac River Generating Station
is an essential, low-cost and reliable source of electricity to
the region."

The DOE directive takes into account concerns about air quality in
the greater Washington, D.C. region, including Northern Virginia.  
"The important thing is that this plant be allowed to operate to
serve the electricity needs for the residents in this region," Mr.
Driscoll remarked.  "We will do so while meeting our
responsibilities for environmental stewardship."

The Potomac River Generating Station provides electricity for
dozens of federal agencies and facilities, and much of downtown
D.C.  It is also tied directly to the Blue Plains Waste Water
Treatment Plant and the U.S. Naval Research Laboratory.

The directive of U.S. Department of Energy is available for free
at:

               http://ResearchArchives.com/t/s?ad5

The Administrative Compliance Order of the U.S. Environmental
Protection Agency is available for free at:

               http://ResearchArchives.com/t/s?ad4

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is a competitive energy company that  
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services placed a 'B+' corporate credit
rating on Mirant Corporation and said the outlook is stable.


MESABA AVIATION: Pan Am No Longer Part of Official Committee
------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 12,
advises the U.S. Bankruptcy Court for the District of Minnesota
that Pan Am Intl Flight Academy is no longer a member of the
Official Committee of Unsecured Creditors in Mesaba Aviation,
Inc.'s Chapter 11 case.

The Committee is now composed of eight members:

    1. BAE Systems Regional Aircraft
       13850 McLearen Road
       Herndon, VA 20171

       Contact Person: John J. Seichter
       Phone No.: (703) 736-2507

    2. Messier Services, Inc.
       4360 Severn Way
       Sterling, VA 20166-8910

       Contact Person: John Freiling
       Phone No.: (703) 450-8200

    3. AAR Aircraft & Turbine Center
       3312 Paysphere Circle
       Chicago, IL 60674

       Contact Person: Michael Carr
       Phone No.: (630) 227-2140

    4. Aircraft Braking Systems
       PO Box 73252
       Cleveland, OH 44193-0165

       Contact Person: Matt Rice
       Phone No.: (330) 796-9640

    5. Air Line Pilots Association, Intl.
       c/o Cohen, Weiss and Simon LLP
       330 West 42nd Street
       New York, NY 10036-6976

       Contact Person: Paul Glover
       Phone No.: (212) 356-0216 (Peter DeChiara)

    6. Aerospace Composite Tech
       3220 S. Groove Street
       Fort Worth, TX 76110

       Contact Person: Steven Bowen
       Phone No.: (817) 921-2220

    7. Association of Flight Attendants - CWA
       5548 33" Avenue South
       Minneapolis, MN 55417

       Contact Person: Tim Evenson
       Phone No.: (612) 724-9124

    8. Dowty Propellers - Americas
       114 Powers Court
       Sterling, VA 20106-9321

       Contact Person: Bob Morgan
       Phone No.: (703) 421-4430

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


ML CBO: Moody's Lowers Rating on $230 Mil. Sr. Sec. Notes to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on the following
notes issued in 1997 by ML CBO IX, Series 1997-AIG-1 Ltd., a
managed collateralized bond obligation CBO issuer:

   * $230,500,000 Class A Floating Rate Senior Secured
     Notes due 009

     Prior Rating: Caa2

     Current Rating: Ca

The rating action reflects the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of speculative grade corporate bonds, as well as the
occurrence of asset defaults and par losses, and the continued
failure of certain collateral and structural tests, according to
Moody's.

As reported in the May 2006 trustee report, the weighted average
rating factor of the portfolio was 8246, significantly higher than
the transaction's trigger level of 2620, the overcollateralization
ratio for the Class A notes was 60.23%, well below the
transaction's trigger level of 112.2%, the interest coverage ratio
for the Class A notes was 115.1%, below the transaction's trigger
level of 145%, and the diversity score for the portfolio was 8.45,
below the transaction's trigger level of 28, Moody's noted.

Since the time of the transaction's last rating action, the
weighted average rating factor of the portfolio, as reported in
the May 2006 trustee report, increased by more than 2900, the
overcollateralization ratio for the Class A notes decreased by
more than 25%, and the interest coverage ratio for the Class A
notes increased by more than 90%, Moody's noted.


MUSICLAND HOLDING: Wants to Walk Away from 122 Contracts & Leases
-----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's authority
to reject, as of May 26, 2006, 122 executory contracts and
unexpired leases pursuant to the Court-approved Expedited
Rejection Procedures

The Leases to be rejected are:

                                                 Proposed
      Shopping Center/Mall                    Rejection Date
      --------------------                    --------------
      Bangor                                             -
      Burnsville                                         -
      Charlottesville Fashion                            -
      Columbia Center                                    -
      Cross Country Center                               -
      Crossroads Mall                                    -
      Diamond Center                                     -
      Four Seasons Town Center                           -
      Horton Plaza                                       -
      Indian Mall                                        -
      Livingston Mall                                    -
      Mall Del Norte                                     -
      McCain Mall                                        -
      321 Merle Hay Mall                           5/31/06
      Brookfield Square                            5/31/06
      Cool Springs Galleria                        5/31/06
      Dakota Square Mall                           5/31/06
      Hemet Valley Mall                            5/31/06
      Memorial Mall                                5/31/06
      Merced Mall                                  5/31/06
      Middlesex Mall                               5/31/06
      Roseburg Valley Mall                         5/31/06
      Salem Center                                 5/31/06
      Serramonte Center                            5/31/06
      Windward Mall                                5/31/06
      Carnation Mall                               6/05/06
      Columbia Mall                                6/05/06
      Crosscreek Mall                              6/05/06
      Desoto Square                                6/05/06
      Hickory Point Mall                           6/05/06
      Nanuet Mall                                  6/05/06
      Oakwood Mall                                 6/05/06
      Rimrock Mall                                 6/05/06
      Towne W Square                               6/05/06

The Contracts to be rejected are:

                                                      Rejection
Counter Party                Description                 Date
-------------                -----------              ---------
A.V.E.L.A. Inc.              Content License Pact       4/25/06

Advanced Communication       Letter Agreement           4/25/06
Design, Inc.                 to AMG video database

Airline Promotions South     Marketing Agreement        4/25/06

All Media Guide, Inc.        Image Agreement            4/25/06

All Media Guide, Inc.        Service Agreement          4/25/06

All Media Guide, Inc.        Data & License Agreement   4/25/06

American Automobile Asso.    Marketing Agreement        4/25/06

Art Minds Surf & Sport       Content License            4/25/06
Photography                  Agreement

AT&T Wireless Services       Service Agreement          4/25/06

C3 Premedia Solutions        Service Agreement          4/25/06

Capital Concepts             License Agreement          4/25/06

Card Fact Ltd.               Services Agreement         4/25/06

Cartoon Network, LP, LLP     License Agreement          4/25/06

Creative Labs Inc.           Distribution Agreement     4/25/06

Crimzon Rose Accessories     Vendor Agreement           4/25/06

Crisp Wireless, Inc.         Software License           4/25/06

Geneon Entertainment Inc     Merchandising License      4/25/06

Geity Images, Inc.           Contact License Pact       4/25/06

Graphic Communications       Marketing Agreement        4/25/06
Holding, Inc.

IAM Mobile LLC               Distribution Agreement     4/25/06

InTouch Group Inc.           License Agreement          4/25/06

M2 Media Group LLC           Marketing Partnership      4/25/06

Mercury Cloud LLC            Project Order No. 3        4/25/06

MUZE Inc.                    License Agreement          4/25/06

Tennessee Pacific Group LLC  Supply Agreement           4/25/06

PRO/Phase Marketing Inc.     Management Agreement       4/25/06

Retail Choice LLC            Service Agreement          6/24/06

Data Sales Co., Inc.         HP Printers                4/28/06

First Corp.                  50 HP computers            4/28/06

Microsoft Licensing GP       Two License Agreements     4/28/06

Eric Weisman                 Severance Agreement        4/28/06

Digital On-Demand            License Agreement          5/05/06

Transport Logistics, Inc.    Logistic Services          5/05/06

Deluxe Media Services Inc.   Product Warehousing        5/05/06

Airborne Entertainment       Content License Pact             -

Bellsouth Telecommunication  Nine Service Agreements          -

Case-IT/BMI Inc.             Supply Agreement                 -

Choice Point Services Inc    Service Agreement                -

Columbiasoft Corp.           License Agreement                -

Diversified Distribution     Distribution Agreement           -
Systems, Inc.

Excell Marketing LC          Two Marketing Agreements         -

Hershey Foods                Two Marketing/Supply Pacts       -

Hudson Highland Group        Service Agreement                -
Global Resources

Iiona Wellman                Content License Pact             -

Index Stock Imagery Inc.     Content License Pact             -

Inge Johnsson                Content License Pact             -

JGA, Inc.                    Service Agreement                -

Laffler, Todd                Content License Agreement        -

Line 6, Inc.                 Content License Pact             -

McDonald's Corporation       Marketing Agreement              -

Mobile365, Inc.              Content Delivery Agreement       -

Monster, Inc.                Service Agreement                -

Nine Squared                 License Agreement                -

Pepsi-Cola                   Equipment Agreement              -

Performics, Inc.             Data License Agreement           -

Pico Franchising LLC         License Agreement                -

Picturesnow.com Inc.         Content License Pact             -

Playphone Inc.               Services Agreement               -

Rentrak Corp                 Service Agreement                -

RETNA Ltd.                   Content License Pact             -

Savage Monsters              License Agreement                -

Scentair Technologies        Service Agreement                -

Senn-Delaney Consulting      Service Agreement                -

Shukat Arrow Hafer & Weber   Consulting Agreement             -

Signature Dining Inc.        Service Agreement                -

Skyzone Entertainment        Software License Agreement       -

Solutionary Inc.             Services Agreement               -

Speed Racer Enterprises      Content License Pact             -

Stereo Advantage Inc.        Sale of electronics              -

Syncsor Incorporated         License Agreement                -

Twinship Inc.                Content License Pact             -

Universal Studios Licensing  Merchandising License            -

Varsity Gold Inc., VG2,      Marketing Agreement              -
VG marketing, Access VG

Vulcan Sports Media Inc.     License Agreement                -

Walker Interactive Systems   License Agreement                -

Weichert Relocation Co.      Service Agreement                -

                            Objections

1. Data Sales Co.

On behalf of Data Sales Co. Inc., a lessor under a Master
Equipment Lease dated July 28, 1997, Brian F. Leonard, Esq., at
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd., in Minneapolis,
Minnesota, relates that although the Debtors have given notice
that they intend to reject the Master Lease Agreement, the
Debtors are still utilizing many of the Printers, and have failed
to give Data Sales a specific and written notice of the location
of each of the Printers.  Accordingly, Data Sales cannot
effectively and expeditiously take possession of the Printers.

Data Sales asks the Court to postpone the effective date of the
rejection of the Master Lease until:

   -- the Debtors provide proper notice of the location of the
      Printers; and

   -- it has had ample and reasonable time to remove those
      Printers from the Debtors' business locations.

2. Transport Logistics

Prior to the Petition Date, pursuant to a Logistics Services
Agreement with the Debtors, Transport Logistics, Inc., coordinated
a substantial portion of the Debtors' distribution chain and,
among other things, managed the Debtors' use of regional
distribution centers, freight payment, audits, claims management
and collections, Janice B. Grubin, Esq., at Gardner Carton &
Douglas LLP, in New York, tells the Court.

Subsequent to the sale of substantially all of the Debtors'
assets, the Debtors' shipping under the LS Agreement has steadily
but rapidly diminished, Ms. Grubin notes.  However, Transport
Logistics is continuing to receive charges on the Debtors'
accounts as of May 15, 2006.

Transport Logistics does not object to the Debtors' rejection of
the LS Agreement.  Instead, Transport Logistics wants to preserve
its rights to seek administrative expense priority for its claims
relating to services and charges to which it is entitled, where
the charges correspond to shipments and orders sought or accepted
by the Debtors postpetition, notwithstanding any deemed date of
rejection of the LS Agreement.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MUSICLAND HOLDING: Paying Postpetition Debts to Licensing Ventures
------------------------------------------------------------------
As reported in the Troubled Company Reporter on May 5, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
directs Musicland Holding Corp. and its debtor-affiliates to pay
certain Postpetition Debts to Licensing Ventures, Inc.

                        Parties Stipulate

The Debtors and LVI ask the Court to approve their Stipulation.

To resolve their dispute, the Debtors and LVI stipulate that:

   (1) in full and final settlement of LVI's Motion to Compel the
       Debtors to pay postpetition expenses, and of all claims
       asserted by LVI, the Debtors will pay LVI $239,492,
       representing the difference between:

       * $387,500, which as agreed on by the Parties will
         constitute LVI's allowed administrative claim; and

       * $148,007, which LVI owes and is obligated to turn over
         to the Debtors, but which the Debtors will allow LVI to
         retain under the settlement.

   (2) the Debtors will make the Settlement Payment to LVI
       without delay;

   (3) the Debtors will no longer be obligated to hold $622,138
       in Internet sale proceeds in a separate account;

   (4) LVI's Motion to Compel will be withdrawn, without
       prejudice;

   (5) the Supply Agreement and the License Agreement will be
       deemed rejected as of March 22, 2006; and

   (6) LVI and the Debtors mutually release and waive any and all
       claims asserted against each other.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NCT GROUP: March 31 Stockholders' Deficit Reaches $160.8 Million
----------------------------------------------------------------
NCT Group, Inc., filed its first quarter financial statements for
the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 26, 2006.

The Company reported a $14,056,000 net loss on $957,000 of total
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $14,428,000
in total assets, $156,519,000 in total liabilities, and $8,735,000
in minority interest, resulting in a $160,826,000 stockholders'
deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,377,000 in total current assets available to pay
$151,499,000 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?acb

            Issuance of Convertible Notes and Warrants

On May 25, 2006, NCT Group, Inc., issued a $550,000 8% convertible
note to Carole Salkind, a stockholder.  Ms. Salkind paid $300,000
in cash.  The note is due on demand, but no later than six months
from the date of issuance.

The Company also issued a $343,012.25 8% convertible note to Ms.
Salkind to cure NCT's default under a note dated Nov. 15, 2005.
This note matures six months from the date of issuance.

The convertible notes are secured by substantially all of NCT's
assets.  The notes bear interest at a default rate equal to the
stated rate of interest plus 5% on any amount of principal or
interest that is not paid when due or upon demand.  

Interest is payable upon maturity of the notes or upon demand.  At
the election of Ms. Salkind, the notes may be converted into
shares of NCT common stock at a conversion price per share equal
to the greater of (i) $0.0020 or (ii) the par value of NCT common
stock on the date of conversion.  

At the election of Ms. Salkind, the notes may be exchanged for
shares of common stock of any NCT subsidiary -- except Pro Tech
Communications, Inc. -- that makes a public offering of its common
stock (at the public offering price).  

In conjunction with the issuance of the $343,012.25 note, NCT
issued five-year warrants to Ms. Salkind to acquire 5,750,000
shares of NCT common stock at an exercise price per share equal to
the greater of (i) $0.0020 or (ii) the par value of NCT common
stock on the date of exercise.

                        Gong Concern Doubt

Eisner LLP in New York raised substantial doubt about NCT Group
Inc.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring net losses, negative cash flows from operations, working
capital deficiency, and default on certain convertible notes
payable.

NCT Group, Inc., designs products, and develops and license
technologies based on its portfolio of patents and related
proprietary rights and extensive technological know-how.  The
Company's business is organized into three operating segments:
communications, media and technology.


NEWPAGE CORP: S&P Puts B+ Rating on Proposed $750 Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan rating and '1' recovery rating to the proposed
first-lien $750 million term loan of NewPage Corp.
(B/Watch Pos/--), based on preliminary terms and conditions.

At the same time, the bank loan rating was placed on CreditWatch
with positive implications.  The recovery rating on the term loan
indicates expectations for a full recovery of principal in a
payment default scenario.

Standard & Poor's also placed the '5' recovery rating on the
company's existing second-lien secured notes on CreditWatch with
positive implications.  The notes are rated 'CCC+'.  All other
ratings remain on CreditWatch, where they were placed with
positive implications on April 20, 2006, when the company
announced its initial public offering.
     
The company will use proceeds from the IPO, asset sales, and term
loan to reduce total debt by about $415 million, including
redemption of all of its outstanding holding company payment-in-
kind notes, and repurchase shares from NewPage's equity sponsor.
On a pro forma basis, NewPage is expected to have approximately
$1.3 billion in consolidated debt following these transactions.
     
"We expect to raise our corporate credit rating on NewPage to 'B+'
if the IPO and refinancing are completed on terms substantially
similar to those currently indicated, which will result in 2006
leverage of 5.0x or less," said Standard & Poor's credit analyst
Kenneth L. Farer.

"At the same time, we will raise the rating on the new bank
facility to 'BB-' from 'B+', the second-lien secured notes rating
to 'B' from 'CCC+', the recovery rating on the second-lien secured
notes to '3' from '5', and the subordinated debt rating to 'B-'
from 'CCC+'.  The outlook will be stable."
     
The changes to the recovery rating and notching on the second-lien
secured notes reflect improved recovery expectations (50%-80%)
resulting from the refinancing plan, which will reduce total debt
and second-lien debt by approximately $415 million and $170
million, respectively.
     
"If the IPO and refinancing do not occur as currently planned, we
would affirm the existing ratings on NewPage, and the outlook
would be stable," Mr. Farer said.


NORTHWEST AIRLINES: Flight Attendants Reject Labor Contract
-----------------------------------------------------------
Northwest Airlines expressed disappointment after its flight
attendants, represented by the Professional Flight Attendants
Association, failed to ratify a tentative contract agreement
reached in early March between the company and the union.

"The tentative agreement was a product of extensive negotiations
involving substantial compromise on the part of Northwest Airlines
and PFAA's negotiating committee," Mike Becker, senior vice
president of human resources and labor relations, said.  
"Northwest bargained in good faith with representatives of PFAA
and addressed flight attendant concerns on issues including
international flight staffing, furloughs and pensions."

"We reached a consensual agreement with the union's negotiating
committee whom the flight attendants chose to represent them.  
Importantly, that agreement held out the best hope for preserving
flight attendant jobs," Mr. Becker continued.

Notwithstanding the results of the flight attendants' contract
vote, Northwest must continue to move forward with its
restructuring efforts in light of ongoing losses, persistent
record-high fuel costs and the urgent need to realize $1.4 billion
in annual labor cost savings.

Accordingly, Northwest asked the U.S. Bankruptcy Court for the
Southern District of New York to rule on the company's Section
1113(c) motion to reject the existing flight attendant labor
agreement and permit Northwest to impose new contract terms.

The trial on Northwest's Section 1113(c) motion began in
Bankruptcy Court on Jan. 17 and ended on Feb. 3.  The two parties
announced a tentative agreement on March 1, after the close of the
record, but prior to a court ruling on Northwest's motion.  The
action requests that Judge Allan L. Gropper rule on the Northwest
motion as soon as possible so that the airline can take necessary
actions to stem its losses.  For the first quarter of 2006,
Northwest reported a net loss of $129 million, excluding
extraordinary items.

Northwest is filing a motion with the Bankruptcy Court asking for
a preliminary injunction to prevent a threatened strike by PFAA.  
Northwest has repeatedly stated that a work stoppage by its flight
attendants is unlawful under the Railway Labor Act, which governs
airline labor issues.

                   Contract Abrogation Request

"We are asking the court for a speedy ruling on our contract
abrogation request because the airline's losses are continuing.  
While temporary labor cost savings approved by the court last
November are helping Northwest, today's PFAA vote further delays
implementing permanent labor cost reductions, which will result in
ongoing losses of $30 million per month," Mr. Becker said.

To date, Northwest has reached agreements on permanent wage and
benefit reduction agreements with the Air Line Pilots Association,
Aircraft Technical Support Association, the Transport Workers
Union of America, and the Northwest Airlines Meteorologists
Association.  Also, the airline's International Association of
Machinists and Aerospace Workers- represented customer service and
reservations staff employees ratified a new contract.  Two rounds
of salaried and management employee pay and benefit cuts have also
been implemented and the needed aircraft maintenance employee
labor cost savings has been achieved.  Last month, the airline and
the IAM agreed on a contract proposal for the airline's equipment
service and stock clerk employees.  The IAM is currently
completing a ratification vote.

Since beginning its restructuring process in September of last
year, Northwest has remained focused on its plan to realize
$2.5 billion in annual business improvements in order to return
the company to profitability on a sustained basis.  The
restructuring plan continues to be centered on three goals:

   * resizing and optimization of the airline's fleet to better
     serve Northwest's markets;

   * realizing competitive labor and non-labor costs; and

   * restructuring and recapitalization of the airline's balance
     sheet.

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.


OAK HOLLOW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Apartments of Oak Hollow FW, L.P.
        aka Oak Hollow Apartments
        2415 Avenue J, Suite 111
        Arlington, Texas 76006

Bankruptcy Case No.: 06-32311

Type of Business: The Debtor operates an apartment community.

Chapter 11 Petition Date: June 5, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Mark A. Weisbart, Esq.
                  Kessler & Collins, P.C.
                  5950 Sherry Lane, Suite 222
                  Dallas, Texas 75225
                  Tel: (214) 379-0722
                  Fax: (214) 373-4714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Legend Asset Management                   $199,151
2415 Avenue J, Suite 100
Arlington, TX 76006

Fort Worth Water Department                $21,720
908 Monroe Street
Fort Worth, TX 76102

Atmos Energy                               $13,207
P.O. Box 78108
Phoenix, AZ 85062

GEXA Energy Corporation                     $8,936

TXU Energy                                  $7,207

American Elite                              $5,538

Wilmar Industries                           $5,522

Stowes                                      $4,777

Waste Management                            $4,390

June Supply - Dallas                        $3,886

Quick Carpet Care                           $2,747

Lonestar Inspection Company                 $2,700

Seagull Floors                              $2,394

Namco of Dallas                             $1,492

Truly Nolen Pest Control                    $1,426

Lone Star Janitorial                        $1,400

Eagle Electric                              $1,381

Real Page                                   $1,287

Rasa Floors, Inc.                           $1,235

Classic Blinds                              $1,039


ONEIDA LTD: Judge Gropper Approves Disclosure Statement
-------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan approved the
Disclosure Statement explaining the Joint Prenegotiated Plan of
Reorganization filed by Oneida Ltd. and its debtor-affiliates.

Judge Gropper determined that the Disclosure Statement contains
adequate information -- the right amount of the right type of
information necessary for creditors to make informed decisions --
as required by Section 1125 of the Bankruptcy Code.

The Debtors are now authorized to distribute copies of the Plan
and the Disclosure Statement to solicit acceptances for the Plan.

                          About the Plan

As reported in the Troubled Company Reporter on March 21, 2006,
the proposed prenegotiated plan of reorganization provides, among
other things, for the conversion of 100% of Oneida's Tranche B
loan, representing approximately $100 million, into 100% of the
equity of the newly reorganized company.

The plan also includes a $170 million long-term credit facility
that will refinance Oneida's Tranche A debt and provide the
company with additional liquidity to continue to grow its
business.  Oneida's general unsecured creditors will not be
impaired under the plan; however, existing common and preferred
stockholders will not receive any distributions under the plan and
their equity will be cancelled on the effective date of the plan.

                 Solicitation and Voting Schedules

Kurtzman Carson Consultants LLC is the Debtors' Solicitation
Agent.

All executed ballots must be completed and actually received by
KCC no later than 5:00 p.m. on June 30, 2006, and delivered by:

    1. mail -- original executed ballot

       Kurtzman Carson Consultants LLC
       12910 Culver Boulevard, Suite I
       Los Angeles, CA 90066
       Attn: Oneida Ballot Processing

    2. fax -- copy of an executed ballot

       Fax: (310) 751-1573

    3. e-mail -- scanned copy an executed ballot, saved in
                 portable document format and attached to an
                 e-mail message

       E-mail: oneida@kccllc.com

Because the Plan provides that these classes are unimpaired and,
therefore, deemed to accept the Plan, ballots need not be provided
to the holders of:

   (a) Secured Tranche A Claims in Class 1,
   (b) Other Secured Claims in Class 4,
   (c) Other Priority Claims in Class 5 and
   (d) General Unsecured Claims in Class 6

Because the Plan provides that they will not receive or retain any
property in respect of these claims or interests and, are deemed
to reject the Plan, ballots need not be provided to the holders
of:

   (a) Specified Unsecured Claims in Class 7,
   (b) Subordinated Claims in Class 8, and
   (c) Equity Interests in Class 9

Objections to confirmation of the Plan, if any, must be submitted
by 5:00 p.m. on June 30, 2006.  Judge Groper will convene a
confirmation hearing at 10:00 a.m. on July 12, 2006.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  Scott L.
Hazan, Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represent the Official Committee
of Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.


PARADIGM MEDICAL: Mar. 31 Balance Sheet Upside-Down by $1.5 Mil.
----------------------------------------------------------------
Paradigm Medical Industries, Inc., delivered its financial
statements for the quarter ended Mar. 31, 2006, to the U.S.
Securities and Exchange Commission.

For the quarter ended Mar. 31, 2006, the company reported a
$756,000 net loss on sales of $463,000.  This compares to a net
loss of $323,000 on sales of $528,000 for the quarter ended Mar.
31, 2005.

At Mar. 31, 2006, the company's balance sheet showed total assets
of $1,960,000 and total liabilities of $3,512,000, resulting in a
$1,552,000 stockholders' deficit.  The company's Mar. 31, 2006,
balance sheet reported an accumulated deficit of $62,952,000.

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson expressed substantial doubt on the
company's ability to continue as a going concern after auditing
the company's financial statements for the fiscal year ended Dec.
31, 2005.  The auditing firm pointed to the company's working
capital deficit and recurring operating losses.

Full-text copies of the company's financial statements for the
quarter ended Mar. 31, 2006, are available for free at:

               http://ResearchArchives.com/t/s?ac5

                    About Paradigm Medical

Based in Salt Lake City, Utah, Paradigm Medical Industries, Inc.
-- http://www.paradigm-medical.com/-- develops, manufactures, and  
markets diagnostic and surgical equipment for the ophthalmic
market.  The company specializes in powerful, easy-to-use, value-
driven equipment capable enough for the experienced practitioner
while being affordable enough for doctors starting out or opening
up satellite offices.  Paradigm Medical is a publicly owned
company traded on the OTC Bulletin Board under symbols PMED and
PMEDW.


PERSISTENCE CAPITAL: Ch. 11 Trustee Hires Danning Gill as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in San Fernando allowed David Hahn, the Chapter 11 Trustee
appointed in Persistence Capital, LLC's case, to employ Danning,
Gill, Diamond & Kollitz, LLP, as general bankruptcy counsel.

Danning Gill will:

   a) investigate the claims and causes of action advising the
      Trustee concerning the ownership rights and right to recover
      from the pools;

   b) investigate and if appropriate pursue litigation with
      respect to the transfer of funds or other property to the
      Debtor's insiders, AssetMax, EZ/HS, Bruinbilt or others;

   c) represent the Trustee in connection with pending litigation
      including the adversary proceedings in the Bankruptcy Court,
      the Los Angeles Superior Court and the U.S. District Court;

   d) investigate and if appropriate pursue other claims or causes
      of action, including claims for damages based on breaches of
      duty, conversion and breach of contract;

   e) investigate any and all other assets of the estate,
      including any undisclosed assets, and, if necessary or
      beneficial to the estate, to pursue adversary proceedings to
      recover estate property;

   f) review claims and prosecute claims objections if appropriate
      to the extent that funds are generated for the estate; and

   g) perform services related to other legal matters as may arise
      in the administration of the estate.

Steven J. Schwartz, Esq., at Danning Gill, discloses the Firm's
professionals bill:

          Professional                        Hourly Rate
          ------------                        -----------
          David A. Gill, Esq.                    $575
          Curtis B. Danning, Esq.                $575
          Richard K. Diamond, Esq.               $535
          James J. Joseph, Esq.                  $535
          Howard Kollitz, Esq.                   $535
          George E. Schulman, Esq.               $535
          Richard D. Burstein, Esq.              $535
          John J. Bingham, Jr., Esq.             $510
          Eric P. Israel, Esq.                   $465
          Kathy Bazoian Phelps, Esq.             $465
          Robert A. Hessling, Esq.               $465
          Walter K. Oetzell, Esq.                $465
          Nancy Knupfer, Esq.                    $435
          Uzzi O. Raanan, Esq.                   $395
          Elan S. Levey, Esq.                    $370
          Steven J. Shwartz, Esq.                $330
          Kim Tung, Esq.                         $295
          Matthew F. Kennedy, Esq.               $285
          Frank X. Ruggier, Esq.                 $285
          John N. Tedford, IV, Esq.              $275
          Aaron E. de Leest, Esq.                $250

Mr. Schwartz assures the Court that his Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Westlake Village, California, Persistence Capital
LLC -- http://persistencecapitalllc.com/--  filed a voluntary  
chapter 11 petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No.
05-16450).  Lawrence R. Young, Esq., in Downey, California,
represents the Debtor in its restructuring proceedings.  When the
Debtor filed for protection from its creditors, it listed
$85,000,000 in total assets and $28,602,241 in total debts.


QUANTUM CORP: S&P Lowers Subordinated Debt Rating to CCC+ from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and subordinated debt ratings to 'B' from 'B+' and 'CCC+' from
'B-', respectively, on San Jose, California-based Quantum Corp.
The rating action resolves a CreditWatch negative listing on the
ratings instituted on May 5, 2006.
      
"The ratings downgrade reflects increased financial risk stemming
from Quantum Corp's partially debt-financed acquisition of
Advanced Digital Information Corporation for $800 million," said
Standard & Poor's credit analyst Joshua Davis.  The outlook is
stable.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating to Quantum's proposed $500 million
first-lien senior secured credit facilities.  The facilities are
composed of a:

   * $150 million revolving credit line; and
   * $350 million term loan B.

The first-lien facilities are rated the same as the corporate
credit rating, and the '3' recovery rating indicates that lenders
can expect meaningful recovery of principal (50%-80%) in the event
of a payment default.

The credit facilities rating is based on preliminary offering
statements and is subject to review based upon final
documentation.
     
The $800 million acquisition consideration is expected to be
funded with a combination of:

   * Quantum common stock, not to exceed 10% of the value of the
     transaction;

   * cash of approximately $300 million; and

   * $432 million of borrowings under the credit facilities
     ($82 million of revolving credit and $350 million of term
     loan B at close).
     
The ratings on Quantum reflect increased financial leverage and
debt servicing burdens resulting from the ADIC acquisition
financing and relatively weak operating profitability stemming
from mixed industry fundamentals and competition.  These factors
are partially offset by the potential for an improved business
position, and incremental improvements in profitability and cash
flow generation, resulting from cost cuts and synergies from the
acquisition of ADIC.


RAVEN MOON: Posts $2.1 Mil. Net Loss in Quarter Ended March 31
---------------------------------------------------------------
Raven Moon Entertainment, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported a $2,132,437 net loss with no revenues for
the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,255,374
in total assets and $4,578,669 in total liabilities resulting in
$3,323,295 stockholders' deficit.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a99

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2006,
Richard L. Brown & Company, P.A., in Tampa, Florida, raised
substantial doubt about Raven Moon Entertainment, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's losses from operations
and stockholders' deficiency.

                         About Raven Moon

Raven Moon Entertainment, Inc. -- http://www.ravenmoon.net/--
develops and produces children's television programs and videos,
CD music.  At http://www.ginadskidsclub.com/Raven Moon sells
DVDs, music CDs and plush Cuddle Bug toys.  Raven Moon also talks
about music publishing and talent management on its Web site.


REFCO INC: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Refco Inc.
             One World Financial Center
             200 Liberty Street, Tower A
             New York, New York 10281

Bankruptcy Case No.: 05-60006

Debtor-affiliates filing separate chapter 11 petitions on
June 5, 2006:

      Entity                                     Case No.
      ------                                     --------
      Westminster-Refco Management LLC           06-11260
      Refco Managed Futures LLC                  06-11261
      Lind-Waldock Securities LLC                06-11262

Debtor-affiliates that filed separate chapter 11 petitions on
Oct. 17, 2005:

      Entity                                     Case No.
      ------                                     --------
      Refco Global Finance Ltd.                  05-60007
      Refco Information Services LLC             05-60008
      Bersec International LLC                   05-60009
      Refco Capital Management LLC               05-60010
      Refco Global Capital Management LLC        05-60011
      Marshall Metals LLC                        05-60012
      Refco Financial LLC                        05-60013
      New Refco Group Ltd., LLC                  05-60014
      Refco Regulated Companies LLC              05-60015
      Refco Finance Inc.                         05-60016
      Refco Capital Holdings LLC                 05-60017
      Refco Capital Markets, Ltd.                05-60018
      Kroeck & Associates, LLC                   05-60019
      Refco Administration, LLC                  05-60020
      Refco Mortgage Securities, LLC             05-60021
      Refco Capital LLC                          05-60022
      Refco F/X Associates LLC                   05-60023
      Refco Global Futures LLC                   05-60024
      Summit Management LLC                      05-60025
      Refco Capital Trading LLC                  05-60026
      Refco Group Ltd., LLC                      05-60027
      Refco Global Holdings LLC                  05-60028
      Refco Fixed Assets Management LLC          05-60029

Type of Business: The Debtors constitute a diversified financial
                  services organization with operations in 14
                  countries and a global institutional and retail
                  client base.  Refco Inc.'s worldwide
                  subsidiaries are members of principal U.S. and
                  international exchanges, and are among the most
                  active members of futures exchanges in Chicago,
                  New York, London, Paris and Singapore.  In
                  addition to its futures brokerage activities,
                  Refco Inc. and its affiliates are major brokers
                  of cash market products, including foreign
                  exchange, foreign exchange options, government
                  securities, domestic and international equities,
                  emerging market debt, and OTC financial and
                  commodity products..

Chapter 11 Petition Date: October 17, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Sally M. Henry, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Tel: (212) 735-3770
                  Fax: (917) 777-3770

Lead Debtor's Financial Condition as of August 31, 2005:

      Total Assets: $16,500,000,000

      Total Debts:  $16,800,000,000

Financial condition of debtor-affiliates that filed on
June 6, 2006:

   Entity                          Total Assets    Total Debts
   ------                          ------------   --------------
Westminster-Refco Management LLC     $1,918,030   $1,032,386,039

Refco Managed Futures LLC                    $0   $1,035,345,960

Lind-Waldock Securities LLC                  $0   $1,032,000,000

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Bawag International Finance                         $451,158,506
BAWAG P.S.K.
Bank fur Arbeit und Wirtschaft und
Osterreichische Postsparkasse
Aktiengesellschaft Sietzergasse 2-4 A-1010
Vienna, Austria
P: +43/1/534 53/3 12 10
F: +43/1/534 53/ 2284

Wells Fargo                                         $390,000,000
Corporate Trust Services
Mac N9303-120
Sixth & Marquette
Minneapolis, MN 55497
P: 612-3 16-47727
Attn: Julie J. Becker

VR Global Partners, LP                              $380,149,056
Avora Business Park
77 Sadovnicheskaya NAB. Building 1
Moscow, Russia 115035

Rogers Raw Materials Fund                           $287,436,182
c/o Beeland Management
141 West Jackson Boulevard, Suite 1340
Chicago, IL 60604
P: (312) 264-4375

Bancafe International Bank Ltd.                     $176,006,738
Carrera 11 82-76
Segundo 2
Bogota, Colombia
P: 636-4349

     - and -

Bancafe International Bank Ltd.
801 Brickell Avenue Ph1
Miami, FL 33131
P: 305-372-9909
F: 305-372-1797

Markwood Investments                                $110,056,725
Via Lovanio
#19 00198
Rome, Italy

Capital Management Select Fund                      $109,009,282
Lynford Manor, Lynford Cay
Nassau, Bahamas

Leuthold Funds Inc                                  $107,264,868
Leuthold Industrial Metals, LP
100 North 6th Street Suite 412A
Minneapolis, MN 55403
P: 612-332-9141
F: 612-332-0797
Attn: David Cragg

Rietumu Banka                                       $100,860,048
JSC Rietumu Banka
Reg. No. 40003074497
VAT No. LV40003074497
54 Brivibas str
Riga, LV-1011 LATVIA
P: +371-7025555
F: +371-7025588

Cosmorex Ltd.                                        $91,393,820
CP 8057 28080
Madrid, Spain
P: +34-607-745-555
F: +34-667-706-622

BCO Hipotecario Inv. Turistic                        $85,807,030
(Fidelicomiso Federal Forex Invest)
Av Venezuela
Torre Cremerca, Piso 2
Ofici B2 El Rosal
Caracas, VENEZUELA

VR Argentina Recovery Fund                           $77,710,311
Avrora Business Park
77 Sadovnicheskayanab BLDG 1
Moscow, 115035 Russia

Rogers International Raw Materials                   $75,213,814
c/o Beeland Management
141 West Jackson Boulevard, Suite 1340
Chicago IL 60604
P: (312) 264-4375

Creative Finance Limited                             $65,111,071
Marcy Building, Purcell Estate
P.O. Box 2416
Road Town, British Virgin Islands

Cargill                                              $67,000,000
PO Box 9300
Minneapolis, MN 55440-9300
P: (952) 742-7575
F: (952) 742-7393

JWH Global Trust                                     $50,576,912
c/o Refco Commodity Management Inc.
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

RB Securities Limited                                $50,661,064
54 Brivibas Street
LV-1011 Riga, Lativa
P: + 371 702-52-84
F: + 371 702-52-26

Premier Trust Custody                                $49,365,415
Abraham De Veerstraat 7-A
Curacao, Netherlands Antilles

London & Amsterdam Trust Company                     $47,560,980
P.O. Box 10459 APO
3rd Floor
Century Yard
Cricket Square, Elgin Ave.
Grand Cayman, Cayman Island

Stilton International Holdings
Trident Chambers, Wickhams Cay
P.O. Box 146
Road Town, British Virgin Islands                    $46,820,415

Refco Advantage Multi-Manager Fund Futures Series    $41,713,723
c/o Refco Alternative Investments Group
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

Banesco NY Banesco Banco Universal C.A.              $39,596,609
Av Urdaneta, Esquina El Chorre, Torre Untbanca
Caracas Venezuela

Josefina Franco Sillier                              $32,862,419
Carretera Mexico-Toluca No. 4000
Col. Cuajimalpa D.R. 0500 Mexico

Rovida                                               $32,831,461
London & Amsterdam Trust Company
P.O. Box 10459 APO
3rd Floor
Century Yard, Cricket Sq.

Caja S.A.                                            $30,950,115
Sarmiento 299 1 Subsuelo (1353)
Buenos Aires, Argentina
P: (54 11) 4317-8900
F: (54 11) 4317-8909

Global Management Worldwide                          $28,976,612
Trident Corp.
Service Floor 1
Kings Court Bay St.
PO Box 3944
Nassau, Bahamas

Abadi & Co. Securities                               $28,046,904
375 Park Avenue, Suite 3301
New York, NY 10152
P: (212) 319 -4135

Refco Winton Diversified Futures Fund                $27,226,697
c/o Refco Global Finance
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Pioneer Futures, Inc.                                $25,932,000
One North End Ave., Suite 1251
New York, NY 10282

Daichi Commodities Co., Ltd.                         $24,894,833
10-10 Shinsen Cho, Shibuya-Ku
Tokyo, I5O-0045 JAPAN

GS Jenkins Portfolio LLC.                            $24,631,959
c/o Refco Capital Markets
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Winchester Preservation                              $23,349,765
c/o Joseph D, Freney
Christiana Bank & Trust Co.
3801 Kennett Pike, Suite 200
Greenville, DE 19807

Banco Agri Banco Agricola (PANAMA) S.A.              $22,314,386
Edificio Global Bank
#17, Local F, Calle 50 PANAMA, PA

     - and -

Banco Agricola, S.A.
1RA. Cakke Pte. Y 67 AV. Norte
Final Blvd Constitucion #100
San Salvador, ES

Peak Partners Offshore Master Fund Limited           $22,205,344
P.O. Box 2199
GT Grand Pavilion Commercial Center
802 West Bay Road
Grand Cayman, Cayman Islands

Arbat Equity Arbitrage Fund                          $19,106,989
Trident Corporate Services
1st Floor Kings Court
Bay Street
P.O. Box N3944
Nassau, Bahamas

Renaissance Securities (Cyprus) Ltd.                 $17,820,709
2-4 Arch Makarios
111 Avenue Capital Center, 9th Floor
1505 Nicosia Cyprus

AQR Absolute Return                                  $17,482,100
c/o Caledonian Bank & Trust Ltd.
P.O. Box 1043
GT Caledonian House
Grand Cayman, Cayman Islands

Geshoa Fund                                          $17,319,494
Corporate Center
West Bay Road
Po Box 31106 Smb
GRAND CAYMAN

RK Consulting                                        $14,074,345
7, Kountouriotou Street
14563 Kifissia
Greece

VR Capital Group Ltd.                                $13,690,549
Avrora Business Park
Calendonian House Mary Street
NAB 77 Building 1
MOSCOW, RUSSIA 115035
P: +358 600 41 902

GTC Bank, INC.                                       $12,971,439
Calle 55 Este
Torre World Trade Center
Piso 7
PANAMA GUATEMALA
P: (507) 265-7371
F: (507) 265-7396

Inversiones Concambi                                 $12,799,137
c/o AEROCAV 1029
P.O. BOX 02-5304
MIAMI, PL 33102

Miura Financial Services                             $12,150,213
AV. Francisco De Miranda
TORRE LA
PRIMERA PISO 3
CARACAS VENEZUELA

NKB Investments Ltd.                                 $11,699,430
199 Arch Makarios Ave
196 Makarios III Avenue
Ariel Corner 3rd Floor
Office 301 3030
Limassol CYPRUS

Tokyo Forex Financial Inc                            $11,689,354
Shinjyuku Oak Tower, 35th Floor
6-8-1 Nishishinjyuku
Shinjyuku-Ku, Tokyo JAPAN

Birmingham Merchant S.A.                             $11,215,413
AV. ARGENTINA 4793
PISO 3
CALLAO PERU

BAC International                                    $10,906,506
Calle 43 Qnquillo De Laguar
PANAMA
P: (507) 265-8289
F: 507-205-4031

Total Bank                                           $10,657,732
Calle Guaicaipuro Entre
Av.Principalde
Ias Mercedes
Torre Alianza Piso 9
EL ROSAL, CAACAS, VENEZUELA
P: (0212) 264.72.54/49.42
F: (0212) 266.58.12

Reserve Invest (Cypress) Limited                     $10,499,733
Maximos Plaza
3301 Block 3
3035 LIMASSOL
CYPRUS

Refco Commodity Futures Fund                         $10,166,045
c/o Refco Alternative Investments Group
One World Financial Center
200 Liberty Street, 22nd Floor
New York, New York 10281
P: 877 538 8820
F: 877 229 0005


REFCO INC: Can Assumes and Assign Fifth Avenue Lease to Undertow
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Refco Inc., and its debtor-affiliates authority to assume and
assign to Undertow Holdings, LLC, a real estate sub-lease for
property located at 461 Fifth Avenue in New York.

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that Refco Group Ltd., LLC, leases real
property located on the 21st floor of the Fifth Avenue building
from GMAC Commercial Finance, LLC, for $26,064 per month.

GMAC in turn leases the Premises from 461 Fifth Avenue
Associates, L.L.C., pursuant to a lease dated March 8, 2001.  

The Sublease currently expires April 30, 2008.

Prior to filing for bankruptcy, the Premises was utilized by Refco
Trading Services, a business unit associated with Refco LLC, and
Breakwater, an independent volume trading business supervised by
Mark Schneider, a former Refco employee.  In December 2005, Refco
Trading ceased its operations and its personnel vacated the
Premises.

Shortly after filing for bankruptcy, Undertow Holdings acquired
the Breakwater business conducted at the Premises.  Mr. Schneider,
whose employment with the Debtors terminated on February 28,
2006, manages the Breakwater operations at the Premises on
Undertow's behalf.

Mr. Milmoe states that no cure would be required prior to the
assignment of the Sublease to Undertow Holdings.

Upon the assignment, the Debtors and Undertow Holdings will
consummate the sale of various furniture and other equipment
owned by the Debtors at the Premises for a $10,000 cash
consideration.

The Debtors believe that the assumption and assignment of the
Sublease will relieve them from incurring about $350,000 in
damages arising from a rejection of the Sublease.

                         About Refco Inc

Based in New York, New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Five FXA Customers Want Assets Sold to FXCM
------------------------------------------------------
Five customers out of the 1,700 account holders at Refco F/X
Associates LLC, each delivered a letter to the U.S. Bankruptcy
Court for the Southern District of New York concerning the pending
sale of FXA assets to Forex Capital Markets, LLC.

Akira Nishimoto, Tetsuo Makita, Eiji Ito, and Takashi Yara -- who
are contracted through Refco F/X Japan -- and Dominick Lobue
echoed same sentiments, alleging that Refco, Inc., has deceived
them when it declared that their customer funds were secure and
segregated.

In addition, the FXA Customers relate that FXA is registered with
the Futures Commission Merchant, the Commodity Futures Trading
Commission, and is a member of the National Futures Association.  

Because of FXA's affiliations and the alleged fraudulent claims
against Refco, many FXA traders all over the world "feel duped,"
the FXA Customers stated in their letters.

Accordingly, to achieve "the most judicious outcome to all
parties involved," the FXA Customers ask Judge Drain to approve
the sale of the FXA assets to FXCM so that some FXA customer
accounts may be made whole as soon as possible.

                        About Refco Inc

Based in New York, New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago, New
York, London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


RUSSELL-STANLEY: Ct. OKs Goldin's Distribution Reserve Provisions
-----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S Bankruptcy Court for the
District of Delaware approved the Distribution Reserve proposed by
Goldin Associates, LLC, in connection with Ringo USA Holdings,
Inc., fka Russell-Stanley Holdings, Inc.'s confirmed Joint
Prepackaged Plan of Reorganization.

The Plan Administrator is required to establish a reserve for the
satisfaction of various contingent, unliquidated, disputed, and
unpaid claims.  The estimation of these claims is necessary to
permit the Plan Administrator to fund a distribution reserve so
that interim distributions to the Reorganized Debtor's former
bondholders are not delayed.  The bondholders are entitled to a
pro rata share of the Reorganized Debtors' remaining assets after
satisfaction of unimpaired claims and the funding of various
reserves required by the Plan.  Distribution to the Debtor's other
creditors is also conditioned on the funding of the Distribution
Reserve.

                       Distribution Reserves

Goldin will seek reimbursement from Mauser USA, Inc., for all
payments made on account of Trade and Tax Claims.  While the
claims remain unsatisfied, the Plan Administrator will reserve the
full amount of these claims.

The Debtors and the Plan Administrator agreed to reserve $40,000
on account of the State of New Jersey Department of Treasury's
Escheat Claims.  The Escheat Claims are contingent, unliquidated
claims against each Debtor for property allegedly abandoned to the
Debtors.   

The U.S. Department of Homeland Security and the Plan
Administrator agreed to reserve $2,000 for the DHS's Customs
Claims.   

Three insurance companies assert contingent and unliquidated
claims against the Debtor.  The Plan Administrator will reserve
$200,000 for American International Group, Inc.'s claim and
$468,892 for Hartford Insurance Company's claim.  The third
insurer, Kemper Insurance Companies, holds approximately $440,000
as collateral for the Debtor's reimbursement obligations.  Goldin
says the amount is sufficient to cover Kemper's claim and will not
make any additional reserve funding.

The Debtors face threatened or pending litigation from Donald
Castro, Adolph Rice, Ramadan Yildiz, 12th Street Associates, Nu
Vision Studios, Inc., and Greenville Land, Inc.  The Debtors
propose to reserve:

      Claimant                         Reserved Amount
      --------                         ---------------
      Ramadan Yildiz                       $100,000
      Adolph Rice                          $113,562
      Donald Castro                         $75,000
      Nu Vision Studios                     $94,691
      12th Street                          $250,000
      Greenville Land                      $200,000

Liberty Property Limited Partnership filed a continent claim for
alleged environmental related damages caused by the Debtors' use
of their leased property.  The Plan administrator reserves
$100,000 for this claim.

Emhart Industries Inc, filed proofs of claim against the Debtor on
its own account and on behalf of the U.S. Department of
Environmental Protection.  The Bankruptcy Court previously
estimated these claims at zero for plan confirmation purposes.  In
computing the estimate, the Court found that the Debtors were not
liable for the Superfund Claim.  The Plan Administrator will not
allocate any amount for Emhart's claim.

The Debtors and the Plan Administrator assure the Court that they
have taken reasonable steps to ensure that the estimation of the
contingent and unliquidated claims are reasonable and appropriate.  
The say that the estimation appropriately balances the interest of
creditors asserting contingent or unliquidated claims to have
these claims preserved; and the interest of other creditors in
receiving distributions on account of their claims.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North      
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


SILICON GRAPHICS: Arthur Money Quits as Director Effective May 31
-----------------------------------------------------------------
Arthur L. Money resigned from Silicon Graphics, Inc.'s Board of
Directors effective May 31, 2006.

The Company informs the Securities and Exchange Commission that it
does not intend to appoint a replacement for Mr. Money as it
currently is anticipated that a new Board of Directors will be
appointed upon the Company's emergence from Chapter 11 in the
near-term.

Barry Weinert, Esq., Silicon Graphics' vice president and general
counsel, relates that Mr. Money's resignation was not the result
of any disagreement between the Company and Mr. Money on any
matter relating to the Company's operations, policies or
practices.  Mr. Money will remain on the Board of Directors of the
Company's subsidiary, Silicon Graphics Federal, Inc.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Will Pay $5.4 Mil. of Prepetition Employee Debts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
grants Silicon Graphics, Inc., and its debtor-affiliates' request
to pay prepetition employee obligations and supplement on a final
basis, except as otherwise provided:

    1. The Debtors are authorized, but not required, to:

       -- satisfy all prepetition obligations up to $5,454,100,
          without further Court order, with respect to Employee
          Obligations in accordance with the Debtors' stated
          policies, including all obligations with respect to:

           * wages and salaries,
           * commissions,
           * payroll taxes, social security taxes, Medicare taxes,
           * paid time off, and health and welfare benefit plans,
           * 401(k) savings plan,
           * business expense reimbursements,
           * other employee benefit programs,
           * WARN obligations, and
           * all insurance obligations.

       -- continue to honor their practices, programs, and
          policies with respect to their Employees as were in
          effect as of the Petition Date; and

       -- pay costs and expenses incidental to the payment of the
          Employee Obligations, including all administration and
          processing costs and payments to outside professionals,
          in the ordinary course of business, to facilitate the
          administration and maintenance of the Debtors' programs
          and policies related to the Employee Obligations.

    2. In addition, the Debtors are authorized to:

       -- continue their sabbatical program and pay all
          prepetition and postpetition amounts in the ordinary
          course of business for all Employees that have been
          approved for sabbatical; provided that the Debtors will
          not authorize any additional sabbaticals during the
          chapter 11 cases absent approval of the Committee or
          further Court order;

       -- pay, in the ordinary course of business, the WARN
          Obligations to the Terminated Employees; and

       -- issue postpetition checks or to effect postpetition fund
          transfer requests in replacement of any checks or fund
          transfer requests related to Employee Obligations
          dishonored or rejected as a consequence of the
          bankruptcy.

                     Debtors Update Estimates

As a result of continued analysis, the Debtors determined that the
good-faith estimates they have provided in their motion to pay
prepetition employee obligations were in some instances less than
the actual prepetition amounts outstanding.

For this reason, the Debtors sought the Court's permission to
increase the aggregate amount of employee-related expenses they
may pay.

Specifically, with regard Health and Welfare Plans, the Debtors
currently estimate that they owe:

    -- Aetna U.S. Healthcare $2,600,000 for prepetition Medical
       Claims;

    -- Metropolitan Life $350,000 relating to prepetition Dental
       Claims; and

    -- Vision Service Plan $25,000 for prepetition Vision Claims.

With respect Commission Claims, the Debtors disclose that they
inadvertently omitted from their calculation commissions earned by
several sales employees who closed a sale days before the
Petition Date.  The sales total $5,900,000 and provided a
significant benefit to the Debtors.  As a result, the Debtors
estimate that $700,000 is owed with respect to prepetition
Commission Claims, and six non-management sales Employees are owed
outstanding prepetition obligations in excess of $10,000.

The Debtors estimate that outstanding Payroll Taxes related to the
updated Commission Claims reach $268,000.  Furthermore, the
Debtors have become aware of an additional $21,000 in outstanding
prepetition Payroll Taxes owed to various Taxing Authorities on
account of non-commission related compensation.  As a result, the
Debtors owe the Taxing Authorities $289,000 in outstanding
prepetition Payroll Taxes.

According to Shai Y. Waisman, Esq., at Weil, Gotshal & Manges
LLP, in New York, to the extent the six non-management Employees
are owed in excess of $10,000, payment of the amounts is necessary
and authorized under Sections 105(a) and 363(b) of the Bankruptcy
Code.

Mr. Waisman notes that any delay or failure to pay wages,
salaries, benefits, and other similar items would irreparably
impair the employees' morale, dedication, confidence, and
cooperation, and would adversely impact the Debtors' relationship
with their Employees at a time when their Employees' support is
critical to the success of their Chapter 11 cases.

At an early stage, the Debtors cannot risk the substantial damage
to their business that would inevitably attend any decline in
their Employees' morale.  Moreover, the Debtors' stability will
likely be undermined by the distinct possibility that otherwise
loyal Employees will seek other employment alternatives, Mr.
Waisman informs the Court.

The Debtors believe that the payment of Payroll Taxes will not
prejudice other creditors of the estates, as the relevant Taxing
Authorities generally would hold priority claims under Section
507(a)(8) of the Bankruptcy Code in respect of the obligations.  
The portion of the Payroll Taxes withheld from an Employee's wages
on behalf of the applicable Taxing Authority is also held in trust
by the Debtors, Mr. Waisman says.

The Debtors do not seek to alter their compensation, vacation, or
other benefit policies at this time, Mr. Waisman tells the Court.
The Debtors seek the Court's authority solely to:

    * pay the Employee Obligations as they become due and owing
      during the pendency of the Chapter 11 cases; and

    * continue, uninterrupted, their practices, programs and
      policies with respect to their Employees, as they were in
      effect as of the Petition Date.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Gets Interim OK to Hire Bear Stearns as Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New York authorized
Silicon Graphics, Inc., and its debtor-affiliates to employ Bear
Stearns as their financial advisor, on an interim basis.

The U.S. Trustee retains all rights to object to Bear Stearns'
interim and final fee applications on grounds including the
reasonableness standard provided in Section 330 of the Bankruptcy
Code.

To the extent accrued during the interim retention, Bear Stearns
will receive a monthly retainer fee and reimbursement of its
disbursement and out-of-pocket expenses, which in each case will
not be subject to challenge except under the standard provided in
Section 328(a).

Objections to Bear Stearns' retention must be filed on or before
July 20, 2006.

As reported in the Troubled Company Reporter on May 19, 2006, Bear
Stearns will:

    (a) review and analyze the business, financial condition and
        prospects of the Debtors;

    (b) review and consider the potential combination benefits and
        other implications of effecting a sale with any acquiror;

    (c) review and consider the Debtors' available sale,
        restructuring and financing alternatives;

    (d) develop a valuation of the Debtors and any securities that
        the Debtors offer or propose to offer in connection with a
        transaction;

    (e) review and consider from a financial point of view
        proposed Transaction structures and terms;

    (f) develop and implement a strategy to effectuate a
        Transaction or a Financing, including in the case of a
        Sale:

           -- preparation and distribution of marketing materials;

           -- screening of prospective Acquirors;

           -- coordination of data room and Acquiror due
              diligence; and

           -- solicitation and review of proposals from
              prospective Acquirors;

    (g) develop presentations made to any official committee
        appointed in the bankruptcy cases, and other interested
        parties regarding the Transaction;

    (h) negotiate the Transaction with the Debtors' creditors, any
        Acquiror or any other interested parties; and

    (i) meet with the Debtors' Board of Directors to discuss any
        Transaction and Financing alternatives and their financial
        implications.

The Debtors agreed to pay Bear Stearns:

    (1) A $100,000 monthly cash fee, payable on June 1, 2006, and
        on the first business day of each calendar month during
        the period of Bear Stearns's engagement;

    (2) If the Debtors consummate a Restructuring, a cash fee
        equal to $1,500,000, which Restructuring Fee will be
        reduced by 50% of any Sale Fee, or by 100% of any Sale Fee
        associated with a Sale of substantially all of the assets
        or equity securities of the Debtors;

    (3) If the Company consummates a Sale or enters into an
        agreement pursuant to which a Sale is subsequently
        consummated, a cash fee equal to 1% of the aggregate
        consideration involved in the Sale;

    (4) Upon mutual consent and under terms to be mutually agreed
        upon, Bear Stearns will assist the Debtors in consummating
        a Financing;

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SIRIUS SATELLITE: Posts $458MM Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
Sirius Satellite Radio Inc. reported a $458,544,000 net loss on
$126,664,000 of revenues for the three months ended March 31,
2006.

At March 31, 2006, the Company's balance sheet showed
$1,908,104,000 in total assets and $1,773,401,000 in total
liabilities resulting in a stockholders' equity of $134,703,000.

Full-text copies of the Company's financial statements for the
quarter ended March 31, 2006, are available for free at:

               http://ResearchArchives.com/t/s?ad3

Headquartered in New York City, Sirius Satellite Radio Inc. --
http://www.sirius.com/-- is the leading provider of sports radio  
programming, broadcasting play-by-play action of more than 350 pro
and college teams.  SIRIUS features news, talk and play-by-play
action from the NFL, NBA, NHL, Barclays English Premier League
soccer, the Wimbledon Championships and more than 125 colleges,
plus live coverage of several of the year's top thoroughbred horse
races.  SIRIUS is the only radio outlet to provide listeners with
every NFL game, and airs over 1000 NBA games per season, plus up
to 40 NHL games per week.  SIRIUS also features programming from
ESPN Radio and ESPNews.

Sirius Satellite Radio Inc.'s 2-1/2% Convertible Notes due 2009
carry Standard & Poor's CCC rating.


STATION CASINOS: Shareholders Thumb Down Union Proposal
-------------------------------------------------------
Station Casinos, Inc., disclosed the results of the matters voted
on at its 2006 Annual Meeting of Stockholders, which was held on
May 24, 2006, at Red Rock Casino Resort Spa in Las Vegas, Nevada.

For the second year in a row, the Company's stockholders voted
down a non-binding proposal submitted by UNITE HERE, an affiliate
of the Culinary Workers' Union Local 226 and the holder of 262
shares of the Company's common stock, which recommended changes to
the Company's shareholder rights plan.  The Union has been engaged
in a long-running campaign to unionize the Company's workforce.  
This proposal was unanimously opposed by the Company's Board of
Directors.

In order for the Union's non-binding proposal to be considered
approved by the stockholders, the proposal would have needed the
affirmative vote of a majority of the shares present at the
meeting in person or represented by proxy.  The company said the
Union's proposal received less than 45% affirmative votes at the
Annual Meeting.

At the Annual Meeting, the Company's stockholders also re-elected
two directors, Lowell H. Lebermann, Jr. and Robert E. Lewis, both
of whom are independent members of the Board, each to serve a term
of three years.  The Company's stockholders also ratified the
appointment of the Company's independent auditors, Ernst & Young
LLP, for 2006.

                      About Station Casinos

Station Casinos, Inc. (NYSE:STN) -- http://www.stationcasinos.com/
-- is the leading provider of gaming and entertainment to the
residents of Las Vegas, Nevada.  Station owns and operates Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Casino and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Magic Star Casino and Gold Rush Casino in Henderson,
Nevada.  Station also owns a 50% interest in Green Valley Ranch
Station Casino, Barley's Casino & Brewing Company and The Greens
in Henderson, Nevada and a 6.7% interest in the Palms Casino
Resort in Las Vegas, Nevada.  In addition, Station manages Thunder
Valley Casino near Sacramento, California on behalf of the United
Auburn Indian Community.

                         *     *     *

As reported in Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services revised its outlook on Station
Casinos Inc. to stable from positive.

At the same time, Standard & Poor's placed a 'B+' rating on the
Company's $300 million senior subordinated notes due 2018.  At the
same time, Standard & Poor's affirmed its ratings, including the
'BB' corporate credit rating, on the Las Vegas-based casino owner.
Total pro forma debt outstanding is about $2.2 billion.


STELLAR TECHNOLOGIES: Posts $1.7 Mil. Net Loss in 2006 3rd Quarter
------------------------------------------------------------------
Stellar Technologies, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 26, 2006.

The Company reported a $1,738,769 net loss on $181,687 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,407,540
in total assets and $3,798,352 in total liabilities, resulting in
a $1,390,812 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $688,215 in total current assets available to pay
$3,778,863 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?ac3

                        Going Concern Doubt

Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about Stellar Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended June 30, 2005.  The auditor pointed
to the Company's recurring losses from operations and negative
working capital.

Stellar Technologies, Inc., provides employee internet management
products that enable businesses, government agencies, schools and
other organizations to monitor, analyze and evaluate reports about
employee computer use, including Internet access and instant
messaging.  The Company's products consist of Stellar IM Web Based
Edition, Stellar IM Enterprise Edition, Stellar Internet GEM, and
E-mail Shuttle.


SUNSET BRANDS: March 31 Working Capital Deficit Tops $11.6 Million
------------------------------------------------------------------
Sunset Brands, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 26, 2006.

The Company earned $705,539 of net income on $4,216,493 of sales
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $20,392,146
in total assets and $20,522,326 in total liabilities, resulting in
a $130,180 de minimis stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $2,492,641 in total current assets available to pay
$14,111,980 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free
at http://ResearchArchives.com/t/s?ac6

                        Going Concern Doubt

Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about Sunset Brands, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditor pointed to the Company's losses from operations,
negative cash flows, and working capital and accumulated
deficiencies.

Based in Los Angeles, California, Sunset Brands, Inc. --
http://www.sunsetbrands.com/-- intends to capitalize on the  
growing demand for healthy foods.  The Company wants to become a
category leader in this field through expanded marketing of
existing products under brands owned or licensed by US Mills and
the introduction of new products.  US Mills, Inc., sells natural,
organic and specialty ready-to-eat cereals, hot cereals, cookies
and crackers.  US Mills sells five brands -- Uncle Sam Cereal,
Erewhon, New Morning, Farina and Skinner's Raisin Bran -- in all
50 states, Canada and Puerto Rico.


TAG IT PACIFIC: Posts $729,403 Net Loss in 2006 1st Fiscal Qtr.
---------------------------------------------------------------
Tag-It Pacific, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchange Commission on May 22, 2006.

The Company reported an $729,403 net loss on $10,638,216 of
net sales for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $30,146,479
in total assets and $29,744,681 in total liabilities resulting in
$371,798 stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $15,211,311 in total current assets available to
pay $15,355,944 in total current liabilities coming due within the
next 12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a98

                        Going Concern Doubt

Singer Lewak Greenbaum & Goldstein, LLP, in Los Angeles,
California, raised substantial doubt about Tag-It Pacific, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's incurred
net loss of $29,537,709 and accumulated deficit of $50,434,042
at December 31, 2005.

                       About Tag-It Pacific

Tag-It Pacific, Inc., distributes apparel items to fashion
manufacturers United States, Asia, Mexico, the Dominican Republic,
and Central and South America.  Also it offers formed
wire metal zippers for the jeans and sportswear industries.


TENET HEALTHCARE: Earns $70 Million in Quarter Ended March 31
-------------------------------------------------------------
Tenet Healthcare Corporation earned $70,000,000 of net income on
$2,414,000,000 of revenues for the three months ended March 31,
2006.

At March 31, 2006, the Company's balance sheet showed
$9,337,000,000 in total assets and $8,238,000,000 in total
liabilities resulting in a stockholders' equity of $1,099,000,000.

A full-text copy of the Company's financial statements for the
quarter ended March 31, 2006, is available for free at:

               http://ResearchArchives.com/t/s?ad1

Headquartered in Dallas, Texas Tenet Healthcare Corporation --
http://www.tenethealth.com/-- through its subsidiaries, owns and  
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.

                           *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings affirmed Tenet Healthcare Corp.'s issuer default
rating at 'B-' and senior unsecured notes at 'B-/RR4'.  Fitch say
the rating outlook is negative.

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service affirmed Tenet Healthcare Corporation's
speculative grade liquidity rating at SGL-4.  Moody's said the
outlook for the ratings remains negative.


TOPAZ RED: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Topaz Red River Unit, LLC
        aka Topaz
        aka Topaz, LLC
        aka Topaz Red River, LLC
        3526 Lakeview Parkway, Suite B-235
        Rowlett, Texas 75088

Bankruptcy Case No.: 06-32239

Chapter 11 Petition Date: June 5, 2006

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Robert Yaquinto, Jr., Esq.
                  Sherman & Yaquinto, LLP
                  509 North Montclair Avenue
                  Dallas, Texas 75208-5498
                  Tel: (214) 942-5502

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Brooks Pumping Service                    $6,400
Mike Brooks
708 Clarksville Street
Bugata, TX 75417

Arkla-Tex Testing                         $4,018
Testing & Anchor Co.
1809 Gilmer Road
Longview, TX 75604

S & S Contractors                         $2,521
P.O. Box 81
Winnsboro, TX 75494

Bowie-Cass Electric Co-op                 $1,943

Hale Electric                             $1,850

Triplex Pump Truck Service                  $480

Clarksville Oil & Gas                       $402

Lamar Electric Co-op                        $353

TEC Engineering                             $150


TRANS MAX: March 31 Balance Sheet Upside Down by 2.1 Million
------------------------------------------------------------
Trans Max Technologies, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on May 22, 2006.

The Company reported a $21,133 net loss on zero revenues for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $305,790 in
total assets and $2,423,108 in total liabilities, resulting in a
$2,117,318 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $55 in total current assets available to pay
$2,423,108 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?a9c

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Bagell, Josephs, Levine & Company, LLC, in Gibbsboro, New Jersey,
raised substantial doubt about Trans Max Technologies, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
operating losses and accumulated deficit.

                         About Trans Max

Trans Max Technologies, Inc., designed and manufactured electronic
ignition systems for street vehicles, race cars, boats, scientific
and industrial applications, space and aviation applications, and
clean burning fuel applications.  The Company discontinued
operations upon filing a chapter 11 petition on Sept. 8, 2005
(Bankr. D. Nev. 05-19263).  John J. Laxague, Esq., at McDonald
Carano Wilson LLP represents the Company.  When the Company filed
for protection from its creditors, it had $1,819,578 in total
assets and $2,406,003 in total debts as of June 30, 2005.


TRIGEM COMPUTER: Plans to Sell Business Within 2006
---------------------------------------------------
TriGem Computer Inc. will be put up for sale later this year,
various reports say.  TriGem though has not specified a schedule
of the company's auction.

Bloomberg News, citing the Korea Economic Daily, reports that the
computer manufacturer is expected to select a bidder in the third
quarter and sign the final contract at the end of the year.

A sale is more viable than operating independently, TriGem
spokesperson Bang Yeong Il told Bloomberg News.

According to Mr. Bang, TriGem has hired three firms to arrange
the sale:

   1. Samjong KPMG Inc.;
   2. Samhwa Accounting Corp.; and
   3. Kim Chang & Lee, a law firm.

Through the auction, TriGem will offer new shares representing a
controlling stake and management control, says Kyong-Ae Choi at
The Wall Street Journal.  The number of shares has not been
determined, but TriGem needs to raise KRW250,000,000,000 to
KRW300,000,000,0000 to restructure its operations, he adds.

Some analysts believe that a sale may be difficult, Young-Sam Cho
at Bloomberg News relates.  The analysts based their assertion on
the increasing competition in the personal computer business.

TriGem had filed for court receivership in May 2005 pursuant to
the Corporate Reorganization Act with the Suwon District Court,
Bankruptcy Division, in the Republic of Korea.

Pursuant to a Chapter 15 petition field by TriGem receiver Il-
Hwan Park, the U.S. Bankruptcy Court for the Central District of
California, in December 2005, recognized the Korean proceeding as
a foreign main proceeding within the meaning of Section 1502 of
the U.S. Bankruptcy Code.  Pursuant to the U.S. Bankruptcy
Court's ruling, commencement or continuation of any action or
proceeding against TriGem in the United States is automatically
stayed.

                    About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed for
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif. Case No.
05-13972).  TriGem Texas, Inc., another affiliate of the Debtor,
also filed for  chapter 11 protection on June 8, 2005 (Bankr. C.D.
Calif. Case No. 05-14047). (TriGem Bankruptcy News, Issue No. 4
Bankruptcy Creditors' Service, Inc., 215/945-7000).


TRIGEM COMPUTER: Haier Group May Bid for Assets
-----------------------------------------------
Chinese appliance maker Haier Group Co. is planning to buy TriGem
Computer Inc.'s assets, according to published reports.

Haier has not issued a statement on the matter.  Ji Guangqiang, a
Haier representative, told Interfax-China that he had not
received information from anyone in Haier about plans to buy
TriGem.

Lou Qinggi, senior home appliance observer in Qingdao, China,
believes that acquiring TriGem has become the best option for
Haier to bolster its international presence, ChinaTechNews.com
relates.

Haier manufactures refrigerators and freezers, air conditioners,
dishwashers, microwaves, televisions, vacuums, mobile phones and
computers.  It exports goods to more than 160 countries.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed for
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif. Case No.
05-13972).  TriGem Texas, Inc., another affiliate of the Debtor,
also filed for  chapter 11 protection on June 8, 2005 (Bankr. C.D.
Calif. Case No. 05-14047). (TriGem Bankruptcy News, Issue No. 4
Bankruptcy Creditors' Service, Inc., 215/945-7000).


UNITED RENTALS: Earns $43.7 Million in Quarter Ended March 31
----------------------------------------------------------------
United Rentals, Inc., earned $20,000,000 of net income on
$846,000,000 of revenues for the three months ended March 31,
2006.

At March 31, 2006, the Company's balance sheet showed
$5,361,000,000 in total assets, $4,110,000,000 in total
liabilities, and stockholders' equity of $1,251,000,000.

Full-text copies of the Company's financial statements for the
quarter ended March 31, 2006, are available for free at:

               http://ResearchArchives.com/t/s?ad0

Headquartered in Greenwich, Connecticut, United Rentals, Inc. --
http://unitedrentals.com/-- is the largest equipment rental
company in the world, with an integrated network of more than 750
rental locations in 48 states, 10 Canadian provinces and Mexico.
The company's 13,400 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others. The
company offers for rent more than 20,000 classes of equipment with
a total original cost of $3.9 billion.  United Rentals is a member
of the Standard & Poor's MidCap 400 Index and the Russell 2000
Index(R).

                            *   *   *

As reported in the Troubled Company Reporter on April 18, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its ratings on equipment rental company United
Rentals (North America) Inc. (United Rentals) and for its parent,
United Rentals Inc. (URI), to developing from negative.  This
includes the 'BB-' corporate credit rating on the company,

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service affirmed the B2 corporate family rating;
B2 senior secured rating; B3 senior unsecured rating; Caa1 senior
subordinate rating; Caa2 Quarterly Income Preferred Securities
rating; and SGL-3 speculative grade liquidity rating of United
Rental (North America) Inc., and its related entities.  The rating
outlook was changed to Developing from Negative.


UWINK INC: Posts $408,895 Net Loss in 2006 First Fiscal Quarter
---------------------------------------------------------------
uWink, Inc. filed its first quarter financial statements for the
three months ended March 31, 2006, with the Securities and
Exchange Commission on May 15, 2006.

The Company reported a $408,895 net loss on $50,347 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,444,330
in total assets, $1,733,147 in total liabilities, and $288,817 in
stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,422,913 in total current assets available to pay
$1,647,314 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?ab7

                        Going Concern Doubt

Kabani & Company, Inc., in Los Angeles, California, raised
substantial doubt about uWink's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's significant losses and negative cash flow from
operations since its inception, its working capital deficit and
its difficulty in developing a substantial source of revenue.

                        About uWink, Inc.

Based in Los Angeles, California, UWink, Inc. --
http://www.uwink.com/-- designs, develops and markets  
entertainment software and platforms for restaurants, bars and
mobile devices, and manufactures and sells touch screen
pay-for-play game terminals and amusement vending machines.
The Company constructed a uniform development platform to create
over 70 short-form video games and interactive entertainment that
can be used in multiple products.


VARIG S.A.: Asset Auction Scheduled Tomorrow    
--------------------------------------------
At the request of potential bidders, Judge Luiz Roberto Ayoub of
the 8th District Bankruptcy Court in Rio de Janeiro, Brazil,
scheduled the auction of VARIG, S.A.'s assets, tomorrow, June 8,
2006.

The auction was originally set to take place sometime in July.  On
May 30, the Brazilian Court published a tender for the auction,
pursuant to which the auction was moved to June 5.

Judge Ayoub adjusted the schedule after creditors threatened to
stop delivering products or services to VARIG and lessors
pressured the U.S. Bankruptcy Court to allow repossession of their
planes currently in VARIG's service.

The potential buyers sought a June 8 extension to give them enough
time to examine VARIG's books and prepare offers.

Eleven companies were expected to submit bids for VARIG, relates
Michael Astor at The Associated Press.

Reuters says that at least five entities have paid fees to access
a data room that VARIG has set up for potential bidders:

   1. TAM Linhas Aereas,
   2. Gol Linhas Aereas Inteligentes,
   3. OceanAir,
   4. TAP Portugal, and
   5. Brookefield, a U.S. investment fund.

The amount of the fees were not disclosed.

VARIG's domestic and international operations will be sold as a
going concern for a minimum price of $860,000,000, pursuant to the
terms of a bankruptcy plan accepted by the airline's creditors.  
If VARIG fails to attract buyers, its assets will be sold
separately.  The minimum bid for VARIG's domestic operations will
be $700,000,000.

The eventual buyer will be required to deposit $75,000,000 with
the airline within three days of the auction.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Plane Seized After Missing $1.8 Mil. in Lease Payments
------------------------------------------------------------------
Bristol Associates seized from VARIG, S.A., a Boeing 777 due to
non-payment, the Associated Press reports.

The confiscation was due to VARIG's missed lease payments totaling
$1,800,000, Bloomberg News relates, citing Folha de S. Paulo.

An unnamed spokesperson for VARIG told the Associated Press that
the plane won't be immediately missed since it had been idle for
43 days awaiting maintenance.

VARIG has not been officially notified of the repossession, the
spokesperson added.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VITALTRUST BUSINESS: Posts $598,319 Net Loss in First Quarter
-------------------------------------------------------------
VitalTrust Business Development Corporation fka Kairos Holdings,
Inc., filed its amended first quarter financial statements for the
three months ended March 31, 2006, with the Securities and
Exchange Commission on May 30, 2006.

The Company reported a $598,319 net loss on $40,000 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $4,453,067
in total assets, $362,507 in total liabilities, and $4,090,560 in
stockholders' equity.

Full-text copies of the Company's amended financial statements for
the three months ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?ac8

                        Gong Concern Doubt

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, New Jersey, raised substantial doubt about IVitalTrust
Business Development Corporation fka Kairos Holdings, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring losses and negative cash flows from operations.

                         Explanatory Note

VitalTrust filed an amended first quarter financials on
Form 10-Q/A to correct non-substantive errors in the textual
information in the originally filed Form 10-Q for the quarter
ended March 31, 2006, and to correct rounding errors in the
financial statements.

                    Disposition of Investments

On Feb. 24, 2006, the Company sold its interest in the stock of
NEX2U, Inc., a publicly traded pink sheet company, for a $250,000
note to KMA Capital Partners, Ltd.

Based in Orlando, Florida, VitalTrust Business Development
Corporation fka Kairos Holdings, Inc., provides financing and
advisory services to small and medium-sized companies throughout
the United States.  On Aug. 3, 2004, Kairos' stockholders approved
its conversion to a business development company under the
Investment Company Act of 1940.  The Company has two main
subsidiaries: American Card Services, Inc., and VitalTrust
Solutions, Inc.


VITALTRUST BUSINESS: Files Amended 2005 Financial Statements
------------------------------------------------------------
VitalTrust Business Development Corporation fka Kairos Holdings,
Inc., filed its amended financial statements for the year ended
Dec. 31, 2005, with the Securities and Exchange Commission on May
26, 2006.

The Company reported a $4,040,058 net loss with no revenues for
the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $3,207,275 in
total assets, $408,896 in total liabilities, and $2,798,379 in
stockholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $5,592 in total current assets available to pay
$408,896 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's amended 2005 Annual Report is
available for free at http://ResearchArchives.com/t/s?aca

                        Going Concern Doubt

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, New Jersey, raised substantial doubt about IVitalTrust
Business Development Corporation fka Kairos Holdings, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring losses and negative cash flows from operations.

                         Explanatory Note

The Company filed an amended Annual Report on Form 10-K/A to
reflect the recording of the beneficial conversion features of
convertible preferred stock and convertible debt, which were
issued during 2005, that were not considered in the original
filing.

Based in Orlando, Florida, VitalTrust Business Development
Corporation fka Kairos Holdings, Inc., provides financing and
advisory services to small and medium-sized companies throughout
the United States.  On Aug. 3, 2004, Kairos' stockholders approved
its conversion to a business development company under the
Investment Company Act of 1940.  The Company has two main
subsidiaries: American Card Services, Inc., and VitalTrust
Solutions, Inc.


WESTWIND GROUP: Court Establishes July 6 Claims Bar Date
--------------------------------------------------------
The Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the
Southern District of California set July 6, 2006, as the deadline
for all creditors owed money by Westwind Group North Carolina,
Inc., on account of claims arising prior to Nov. 11, 2003, to file
their proofs of claim.

Creditors must file written proofs of claim on or before the July
6 Claims Bar Date and those forms must be delivered to the:

            United States Bankruptcy Court
            Southern District of California
            Jacob Weinberger U.S. Courthouse
            325 West F Street
            San Diego, California 92101-6991

Creditors filing proofs of claim for wages, salaries, and
compensation must provide Leslie T. Gladstone, the Chapter 7
Trustee, with their complete social security number for the
processing of dividends.

The Chapter 7 Trustee can be reached at:

            Leslie T. Gladstone
            5580 La Jolla Boulevard, #613
            La Jolla, California 92037-7651
            Tel: (858) 454-9887

Headquartered in San Diego, California, Westwind Group North
Carolina, Inc., specializes in training systems development and
implementation, engineering services, and management support for
production and manufacturing based commercial/industrial clients
workforce. The Company filed for chapter 11 protection on November
21, 2003 (Bankr. S.D. Calif. Case No. 03-10575).  Karla A. Lyon,
Esq., at Gray Cary Ware & Freidenrich represents the Debtors.  On
Oct. 5, 2005, the Debtor's case was converted to chapter 7
liquidation.  The Court appointed Leslie T. Gladstone as the
Debtor's chapter 7 Trustee.  When the Company filed for protection
from its creditors, it listed $2,405,125 in total assets and
$48,975,443 in total debts.


WINDSWEPT ENVIRONMENTAL: Names Arthur Wasserspring as CFO
---------------------------------------------------------
Arthur J. Wasserspring was appointed to the position of Chief
Financial Officer of Windswept Environmental Group, Inc., on
May 24, 2006.
  
Prior to his position with the Company, from May 2002 through  
February 2006, Mr. Wasserspring served as the Controller, acting
as principal financial officer, of The Weeks-Lerman Group LLC, a
wholesale distributor of office supplies.  From December 2000
through May 2002, Mr. Wasserspring served as an independent
consultant and provided chief financial officer services to
various clients, including SEC reporting companies, in the New
York City metropolitan area.  From June 1994 through December
2000, Mr. Wasserspring served as Vice President of Finance of
Worksafe Industries, Inc., an SEC reporting company engaged in the
manufacture and distribution of safety protective apparel.

Mr. Wasserspring is a licensed CPA in the State of New York and
received a BS in Accounting from Miami University.

                       About Windswept

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc. --
http://www.tradewindsenvironmental.com/ -- provides a full array   
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.

                            *   *   *

                       Going Concern Doubt

Massella & Associates, CPA, PLLC, expressed substantial doubt
about Windswept's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 28, 2005.  The auditing firm pointed to the Company's
recurring losses from operations, difficulties in generating
sufficient cash flow to sustain operations as well as working
capital and stockholders' deficits.


WORLDCOM INC: Ralph Johnson Wants Claim No. 12998 Allowed
---------------------------------------------------------
Ralph Johnson asks the U.S. Bankruptcy Court for the District of
New York to grant summary judgment in his favor and allow Claim
No. 12998.

As reported in the Troubled Company Reporter on April 4, 2006, Mr.
Johnson was employed as a director in Global Managed Solutions, a
subsidiary of WorldCom, Inc., and its debtor-affiliates in
Parsippany, New Jersey.  In June 2002, Mr. Johnson was terminated
due to a reduction in force.

On January 17, 2003, Mr. Johnson asserted Claim No. 12998, seeking
for payment totaling $8,124, under a Supplemental Executive
Retirement Plan, plus interest.  The Debtors subsequently objected
to the Claim.

Mr. Johnson relates that on May 23, 2003, the Debtors sent him a
Notice of Non-voting Status with respect to Unimpaired Classes.
The Notice noted that Mr. Johnson is a holder of an unimpaired
claim.

On May 21, 2004, Mr. Johnson received his SERP payment amounting
to $9,144.

Mr. Johnson asserts that his Motion for Summary Judgment should be
granted for these reasons:

   (a) He holds a Notice of Non-Voting Status with respect to
       unimpaired
       classes;

   (b) The Debtors' Objection to Claim No. 12998 is perfunctory
       and without any substantial evidence to negate the Claim;

   (c) The Debtors' Claim objection in conjunction with their
       declarations of unimpaired status and confirming actions
       in 2003 represent misleading and unethical conduct that
       would result in denial of Mr. Johnson's right to due
       process;

   (d) The Debtors' Claim objection prejudices Mr. Johnson and
       violates the Doctrine of Laches, which provides that a
       legal right or claim will not be enforced or allowed if a
       long delay in asserting the right or claim has prejudiced
       the adverse party as a sort of legal ambush;  and

   (e) If sustained, the Debtors Claim Objection would result in
       age discrimination against Mr. Johnson in associated with
       financial hardship.

Mr. Johnson further asks the Court to allow his Claim in its
entirety less the SERP payment and less any amounts available to
him under other Settlements like the ERISA Settlement.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XSTREAM BEVERAGE: Mar. 31 Balance Sheet Upside-Down by $21.3 Mil.
-----------------------------------------------------------------
Xstream Beverage Network, Inc., filed its financial statements for
the quarter ended Mar. 31, 2006, with the U.S. Securities and
Exchange Commission.

For the quarter ended Mar. 31, 2006, the company reported a net
loss of $11,533,078 on $2,667,586 of sales.  This compares to a
net income of $7,033,214 on sales of $2,533,686 for the quarter
ended Mar. 31, 2005.

At Mar. 31, 2006, the company's balance sheet showed total assets
of $6,288,248 and total liabilities of $27,623,995, resulting in a
stockholders' deficit of $21,335,747.  The company's Mar. 31,
2006, balance sheet also showed strained liquidity with $1,845,534
in total current assets and $22,987,049 in total current
liabilities.  The company also reported that it had an accumulated
deficit of $45,411,800.

The company reported that at March 31, 2006, it had cash on hand
of approximately $6,000 and past due obligations and judgments of
approximately $896,000.  The company said that it restructured its
secured promissory note to Laurus Master Fund, L.P. in April 2006,
but this only resulted in additional available working capital to
of approximately $259,000.

The company said that in order to sustain its operations and grow,
it would be required to raise significant additional capital.  The
company said that it does not have any firm commitments for any
additional capital and its financial condition may make its
ability to secure this capital difficult.

                     Financing Transactions

On Jan. 12, 2006, the company sold a secured term note to
Broadlawn Master Fund Ltd. in the amount of $100,000.  The note
had a maturity date of Mar. 12, 2006 on which date the principal
and an interest payment of $10,000 became due and payable.  The
note was secured with 250,000 shares of the company's common
stock.  The company also issued a grant of 75,000 shares of common
stock as an additional consideration to the payee.

On Feb. 2, 2006, the company again sold a secured term note to
Broadlawn Master Fund Ltd. in the amount of $100,000.  The note
had a maturity date of Apr. 2, 2006 on which date the principal
and an interest payment of $10,000 became due and payable.  The
note was secured with 250,000 shares of the company's common stock
and the company also issued a grant of 75,000 shares of common
stock as an additional consideration to the payee.

The company also sold, on Feb. 2, 2006, a $50,000 secured term
note to T2 Capital Management, LLC.  The note had a maturity date
of Apr. 2, 2006, on which date the principal and an interest
payment of $5,000 became due and payable.  The note was secured
with 125,000 shares of the company's common stock and the company
also issued a grant of 32,500 shares of common stock as an
additional consideration to the payee.

On Mar. 9, 2006, the company sold a $200,000 secured term note to
Broadlawn Master Fund Ltd.  The note had a maturity date of May 1,
2006 on which date the principal and an interest payment of
$20,000 became due and payable.  The note was secured with
1,000,000 shares of the company's common stock and the company
also issued a grant of 300,000 shares of common stock as an
additional consideration to the payee.

                   Senior Securities Default

The company said that under the terms of the Secured Convertible
Term Note issued by Laurus Master Fund, L.P. in May 2004, the
judgment entered against the company's subsidiary, beverage
Network of Massachusetts by Kraft Foods Inc. and other legal
actions, constituted an event of default.

As security for the note, the company granted a security interest
to Laurus Master in all of the company's assets.  The obligations
under the secured convertible term note had been guaranteed by the
company's subsidiaries, and the company had pledged the stock of
all of its current and any future subsidiaries acquired during the
term of the secured convertible term note.  At Dec. 31, 2005, the
outstanding principal balance due under the Secured Convertible
Term Note was $2,771,355.

As a result of the default, Laurus Master was entitled to
immediately accelerate the due date of the note, and the company
would have owed Laurus Master 125% of the outstanding principal
amount of the note plus accrued and unpaid interest and fees
which, as of Oct. 27, 2005, would total $3,694,275.

The company reported that Laurus Master did not make the demand
and has subsequently redeemed the note with part of the proceeds
of a new, nonconvertible term note sold to Laurus Master.

The event of default under the Secured Convertible Term Note also
triggered an event of default under unsecured promissory notes in
the aggregate principal amount of $3,019,500 which the company
issued to an aggregate of 39 purchasers in a private placement of
our securities between June and December, 2005.  At the option of
the holders of greater than 50% of the face amount of these
outstanding notes, the notes will become immediately due and
payable.

The company said that it has advised the note holders in writing
of the occurrence of the event of default and as of May 22, 2006,
the company said that it does not know what action, if any, the
note holders may take.

                     Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt on Xstream's ability
to continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2005.  The
auditing firm pointed to the company's net losses, accumulated
deficit and working capital deficit.

Full-text copies of the company's financial statements for the
quarter ended Mar. 31, 2006, are available for free at:

              http://ResearchArchives.com/t/s?ac7

                        About Xstream

Headquartered in Fort Lauderdale, Florida, Xstream Beverage
Network, Inc. -- http://www.xbev.com/-- develops, markets, sells  
and distributes new age beverage category natural sodas, fruit
juices and energy drinks.


* Jeffery J. Stegenga Joins Alvarez & Marsal as Managing Director
-----------------------------------------------------------------
Alvarez & Marsal, a leading global professional services firm,
announced that Jeffery J. Stegenga, nationally regarded as a
specialist in out-of-court restructuring, bankruptcy consulting,
lender advisory and financial and accounting consulting, will be
joining as a managing director and member of the firm's Executive
Committee for U.S. Restructuring on Sept. 1, 2006.  Based in
Dallas, he will also lead A&M's Central Region, which includes
offices in Detroit, Chicago and Houston, as well as Dallas.

"We are pleased and proud that this consummate restructuring
professional shares our core values and will be joining our team,"
said Bryan Marsal, co-CEO of Alvarez & Marsal.  "He has an
exceptional track record handling numerous complex cases across a
broad range of industries and will be a vital member of the
leadership team in our global restructuring business."

Mr. Stegenga is currently a senior managing director with FTI
Consulting's corporate finance and restructuring practice.  His
notable engagements include: Federal-Mogul Corporation; Dow
Corning; Musicland Group; Sleepmaster, Inc.; McDermott
International/Babcock & Wilcox; and Harnischfeger Industries,
among others. Over the course of his career, he has also worked
with numerous secured lenders and syndicated bank groups in
comprehensive business and collateral analyses.  Before joining
FTI, he was a partner with the U.S. division of
PricewaterhouseCoopers' Business Recovery Services practice in
Dallas.

                        Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/ -- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* SEC Historical Society Elects A&M's J. Barratt to Trustees Board
------------------------------------------------------------------
James W. Barratt, a managing director at global professional
services firm Alvarez & Marsal, has been elected to the board of
trustees of the Securities and Exchange Commission Historical
Society, a non-profit organization founded in 1999 to preserve and
share SEC and securities history.  

Mr. Barratt, who is based in Washington, D.C. and has served on
the Society's advisory board since 2003, is a specialist in
advising companies on internal investigations, SEC enforcement
proceedings, accountant malpractice, internal controls and
financial reporting issues.  He recently joined Alvarez & Marsal,
bringing more than 20 years of financial, accounting and
investigative experience, including working with domestic and
international companies ranging from small start-up operations to
large public companies on complex matters.  Prior to pursuing a
consulting career, he served as an accountant in the U.S.
Securities and Exchange Commission Enforcement Division, where he
conducted numerous investigations involving securities law
violations, financial fraud and accountant's liability.

"Jim's strong dedication to public service and extensive
experience in SEC-related matters make him an ideal choice for
this prestigious organization," Sam Pyland, managing director at
Alvarez & Marsal, said.  "We congratulate him on this appointment
and commend him for his exceptional work in this area."

Independent of and separate from the U.S. Securities and Exchange
Commission, the Society maintains a virtual museum and archive at
http://www.sechistorical.org/which opened in 2002.  The site  
offers more than 1,600 primary materials on SEC and securities
history, and attracts more than 5,000 visits each month from the
financial community, law and accounting firms, the SEC, academia,
the press and the general public.  The Society's board of trustees
is comprised of distinguished professionals in the fields of law,
finance, consulting and industry.

                        Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex financial, operational and organizational
challenges.  The firm employs a distinctive hands-on approach by
working closely with clients, management and stakeholders to
resolve problems and implement solutions. Founded in 1983, Alvarez
& Marsal draws on its strong operational heritage to provide
specialized services, including: Turnaround and Management
Advisory, Crisis and Interim Management, Performance Improvement,
Creditor Advisory Services, Dispute Analysis and Forensics, Global
Corporate Finance, Tax Advisory, Business Consulting, Real Estate
Advisory and Transaction Advisory.  A network of experienced
professionals in locations across the U.S., Europe, Asia and Latin
America, enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006  
   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26, 2006
   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;           
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price        
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;  
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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 Jainga, Joel Anthony G.
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  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 $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***