TCR_Public/060621.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 21, 2006, Vol. 10, No. 146

                             Headlines

5G WIRELESS: Balance Sheet Upside-Down by $3.97 Mil. at March 31
ADA DINING: Case Summary & 4 Largest Unsecured Creditors
ADVOCACY AND RESOURCES: Case Summary & 20 Largest Unsec. Creditors
AMERICAN TECHNOLOGIES: Appoints Ennis and Luther as New Directors
AMERICAN UNITED: March 31 Balance Sheet Upside-Down by $2.9 Mil.

ANCHOR GLASS: Rebecca Roof Steps In as Finance Vice President
ASARCO LLC: Wants Wachovia's Request on Equipment Lease Denied
BALTIMORE MARINE: County's $47K Tardy Admin. Tax Claim Denied
BANC OF AMERICA: S&P Affirms Class B-4 & B-5 Certs.' Low-B Ratings
BEARD COMPANY: Files Four Amended Financial Statements

BILLY BATY: Case Summary & 11 Largest Unsecured Creditors
BLAST ENERGY: Posts $968,346 Net Loss in 2006 First Fiscal Quarter
BODIES IN MOTION: Case Summary & 20 Largest Unsecured Creditors
BOWATER INC: New Credit Deals Prompt Moody's to Affirm B1 Ratings
BROOKS SAND: Trustees Hire Wise DelCotto as Special Counsel

BWAY CORP: Moody's Rates Proposed $295 Million Facilities at Ba3
CABLE SATISFACTION: Monitor Wants Court Nod on Cabovisao Sale Pact
CAJUN FUNDING: Moody's Holds B3 Rating on $155 Mil. Sec. Notes
CATHOLIC CHURCH: T.D.H. Seeks Jury Trial to Resolve Damage Claim
CATHOLIC CHURCH: Court Approves Spokane's Claim Objection Protocol

CHARLES RIVER: S&P Rates $300 Mil. Convertible Senior Notes at BB-
COLLINS & AIKMAN: Settles Tooling Dispute with Jason Inc.
COLLINS & AIKMAN: Court Approves Fabrics Business Wind-Down
COMVERSE TECH: Reports 36.9% Year-Over-Year Increase in Sales
CONSPIRACY ENT: March 31 Balance Sheet Upside-Down by $2.5 Million

CYBERCARE INC: Files Plan and Disclosure Statement in Florida
CYBERCARE INC: Provides Updates on U.S. Sustainable Merger
DELPHI CORP: Equity Panel Taps Fried Frank as Bankruptcy Counsel
DELPHI CORPORATION: Renews Cinergy Corporation Lease
DELPHI CORP: Equity Panel Wants More Part in GM Contract Rejection

DIASYS CORP: Balance Sheet Upside-Down by $1.2 Million at March 31
EAST CAMERON: S&P Puts Junk Rating on $165 Million Certificates
EDWARD CAIN: Case Summary & 8 Largest Unsecured Creditors
ENTERGY NEW ORLEANS: Committee Wants FTI's Payment Terms Modified
ENTERGY NEW ORLEANS: Wants to Hire BMC Group as Claims Agent

EQUISTAR CHEMICAL: Moody's Lifts Rating on Sr. Unsec. Bonds to B1
EVERGREEN HOLDINGS: PwC Expresses Going Concern Doubt
EXIDE TECHNOLOGIES: Delays Filing of 2005 Annual Report
EXTENDICARE HEALTH: Parent's Reorganization Cues S&P's Neg. Watch
FAMILY HOME: Case Summary & 20 Largest Unsecured Creditors

FIRST ASSURED: Case Summary & 9 Largest Unsecured Creditors
FORD MOTOR: Report Says Co. Will Invest $9.2 Billion in Mexico
FORD MOTOR: Expects Up to 11,000 Workers to Accept Buyout Offers
FOUNDATION COMMUNITY: Involuntary Chapter 11 Case Summary
GENELINK INC: Balance Sheet Upside-Down by $792,975 at March 31

GENERAL MOTORS: Moody's Rates Proposed $4.5 Bil. Facility at B2
GENERAL MOTORS: S&P Rates Proposed $4.48 Bil. Bank Facility at B+
GENERAL NUTRITION: Sales Recovery Prompts Moody's Stable Outlook
GENERAL NUTRITION: Parent's IPO Prompts S&P's Positive Watch
GIARRIZZO LYONS: Chapter 7 Trustee to Auction Assets on June 28

GILMAN + CIOCIA: Files Amended 2005 Annual Financial Statements
GOLF MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
GRANITE BROADCASTING: Harbinger Blocks Planned TV Station Sale
GREENMAN TECH: Common Stock Delisted in AMEX on June 14
HILCORP ENERGY: S&P Rates $200 Million Senior Unsecured Notes at B

HOLLINGER INC: Wants to Sue Former Directors to Recover Payments
HOMELAND SECURITY: Balance Sheet Upside-Down by $1.9M at March 31
INDUSTRIAL ENTERPRISES: Buys Regional Auto Products Manufacturer
INNOVATIVE COMM: Inks Settlement with Greenlight & Rural Telephone
INTELSAT LTD: Gets FCC's Approval on PanAmSat Holding Merger

INTERTAPE POLYMER: Targets $5.7 Million on Annual Cost Savings
INTREPID LIGHTING: Auctions Machinery & Other Assets on June 28
IWORLD PROJECTS: Former CEO Files Involuntary Chapter 7 v. Company
J. CREW: Planned IPO Prompts Moody's to Review B2 Ratings
JOURNAL REGISTER: S&P Places BB Corp. Credit Rating on Neg. Watch

KAYDON CORP: Moody's Holds Ba3 Rating on $200 Mil. Sr. Sub. Notes
KMART CORP: Max Rudmann Wants Court to Enforce Settlement Pacts
LASERSIGHT INC: Has Until July 31 to Fix Looming GECC Default
LEINER HEALTH: Poor Performance Prompts S&P to Downgrade Ratings
LIBERTY MEDIA: FTC Grants 4% Stake in Time Warner Voting Rights

LOCATEPLUS HOLDINGS: Posts $425,700 Net Loss in 2006 1st Quarter
LYONDELL CHEMICAL: Debt Reduction Cues Moody's to Lift Ratings
MEDIANEWS GROUP: S&P Rates $896.2 Million Facilities at BB-
MERIDIAN AUTOMOTIVE: Credit Suisse Wants Summary Judgment
METALFORMING TECH: Court Confirms Amended Joint Chapter 11 Plan

MIRANT CORP: Equity Committee Counsels Want $3.1 Million Bonus Fee
MIRANT CORP: Miller Buckfire Asks for $1.5 Mil. Supplemental Fee
NATIONAL CONSUMER: John Brinco Appointed as Chapter 11 Trustee
NATIONAL ENERGY: USGen Wants Ocean State Entities to Pay Damages
NATIONAL ENERGY: USGen Wants 2003 Valuation Documents Excluded

NATIONAL LAMPOON: Posts $1.7 Mil. Net Loss for 3rd Quarter 2006
NVE INC: Gets Court Approval to Hire Carmin Reiss as Mediator
O.M. REALTY: Case Summary & 12 Largest Unsecured Creditors
OCA INC: Equity Panel Wants Adams & Reese as Local Bankr. Counsel
OCA INC: General Claims Bar Date of the June Debtors is June 28

OREGON STEEL: S&P Withdraws B+ Corporate Credit Rating
PALM BEACH: Voluntary Chapter 11 Case Summary
PANAMSAT: FCC Gives Nod on Intelsat Holdings Merger
PARMALAT USA: U.S. Court Extends TRO on Creditors Until Sept. 7
PARMALAT USA: Three Suits Consolidated in New York District Court

PETROHAWK ENERGY: S&P Rates Proposed $650 Mil. Senior Notes at B-
PROVIDENTIAL HOLDINGS: Gets Financing Pledge for Western Med. Buy
REDPRAIRIE CORP: S&P Junks Rating on New $45 Million Facility
REEDS INC: Post $369,597 Net Loss in First Quarter 2006
REFCO INC: Refco FX Issues Correction on FX Trading.com Release

REYNOLDS AMERICAN: Tender Offer for Unit's $1.45 Bil. Notes Expire
SANITARY & IMPROVEMENT: Wants Until July 1 to File Chapter 9 Plan
SILICON GRAPHICS: Taps Morgan Lewis as Special IP Counsel
SILICON GRAPHICS: Court OKs Lease Settlement Pact with 3 Landlords
SOYODO GROUP: March 31 Balance Sheet Upside-Down by $420,032

SYSTEMS EVOLUTION: Files Four Amended Financial Statements
TEXAS PETROCHEMICALS: S&P Rates $70 Million Facility at B+
TIER TECHNOLOGIES: Releases Unaudited Preliminary Financials
TRIMEDIA ENT: April 30 Balance Sheet Upside-Down by $8.2 Million
TRUMP ENT: Partners with Diamondhead to Develop Miss. Property

ULTRADATA SYSTEMS: March 31 Balance Sheet Upside-Down by $3.9 Mil.
UNITY VIRGINIA: Hires Cavazo Hendricks as Bankruptcy Counsel
USG CORP: Emerges from Bankruptcy After Plan Effectivity
VARIG S.A.: Preliminary Injunction Ends Today
WCI STEEL: Adequate Protection Payment Unjustly Enriched Creditor

WESTERN MEDICAL: Providential to Buy Assets for $5.25 Million Cash
WINN-DIXIE: Five Creditors Want Trade Panel's Request Denied
WINN-DIXIE: Can Assume Modified JEA Electrical Service Agreements
XACT AID: Selling 1 Mil. Shares of Brooke Carlyle Stock to Nexgen
XACT AID: Swapping 95% Outstanding Capital Stock with Technorient

* Upcoming Meetings, Conferences and Seminars

                             *********

5G WIRELESS: Balance Sheet Upside-Down by $3.97 Mil. at March 31
----------------------------------------------------------------
5G Wireless Communications, Inc., incurred a $2,118,970 net loss
on $209,100 in revenues for the quarter ending March 31, 2006.  
The Company disclosed its financial results for the second quarter
in a Form 10-QSB filed with the U.S. Securities and Exchange
Commission.

As of March 31, 2006, the Company's balance sheet showed $400,375
in assets, $4,378,815 in liabilities and $3,978,440 in
stockholders' deficit.

The Company's auditor, Squar, Milner, Reehl & Williamson, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's 2005
financial statement filed in the Company's Annual Report.  
The auditor pointed to the Company's losses and accumulated
deficit.  

The Company's management said that if the Company is unable to
generate sufficient cash flow from operations and continue to
obtain financing to meet its working capital requirements, it may
have to curtail its business sharply or cease business altogether.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?bad

5G Wireless Communications, Inc., fka Tesmark, Inc. (OTCBB: FGWC)
-- http://www.5gwireless.com/-- develops and markets broadband   
wireless networks for university and municipal campuses and
provides Wi-Fi networking equipment for a select group of VARs and
WISPs.


ADA DINING: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ADA Dining Corp.
        208 East 58th Street, 3rd Floor
        New York, New York 10022

Bankruptcy Case No.: 06-11372

Chapter 11 Petition Date: June 19, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David Cohen, Esq.
                  David Cohen, P.C.
                  575 Madison Avenue, 10th Floor
                  New York, New York 10022
                  Tel: (212) 605-0404
                  Fax: (212) 208 2408

                       -- and --

                  Arlynne Lowell, Esq.
                  30 Waterside Plaza
                  New York, NY 10010
                  Tel: (212) 213-3173

Total Assets: $1,002,500

Total Debts:    $506,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
208 East 58th Street LLC         Contract Dispute      $400,000
Finkelstein Newman LLC
225 Broadway
New York, NY 10007

Jagriti C. Parekh                Loans                 $100,000
10 Colony Court
Greenlawn, NY 11980

A. Grossman, CPA                 Accounting Services     $5,000
5 Chase Commons
Yaphank, NY 11980

New York State Tax               Franchise Taxes         $1,000
W.A. Harriman Campus
Albany, NY 12227


ADVOCACY AND RESOURCES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Advocacy and Resources Corporation
        aka ARC
        aka ARC-Diversified
        436 Gould Drive
        Cookeville, Tennessee 38506

Bankruptcy Case No.: 06-03067

Type of Business: The Debtor is a non-profit agency that operates  
                  a facility for the production of manufactured
                  goods sold to the feeding programs of the U.S.
                  Government and private industry.  The company
                  utilizes the manufacture of food items to create
                  opportunities for the development of people's
                  work skills which transfer to local industry.
                  See http://www.arcdiversified.com/

Chapter 11 Petition Date: June 20, 2006

Court: Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

Debtor's Counsel: John Hayden Rowland, Esq.
                  Baker Donelson Bearman Caldwell and
                  Berkowitz, P.C.
                  211 Commerce Street, Suite 1000
                  Nashville, Tennessee 37219
                  Tel: (615) 726-5544
                  Fax: (615) 744-5544

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Owensboro Grain                       $2,890,125
Attn: Jeff Erb
P.O. Box 1787
Owensboro, KY 42302-1787
Tel: (270) 926-2032
Fax: (270) 686-6505

NISH                                  $1,491,351
Attn: Denise Lewis
P.O. Box 79424
Baltimore, MD 21279-0424
Tel: (571) 226-4631
Fax: (866) 696-1815

CENTRAL CAN                             $495,707
Attn: Frank Nanina
Slot 303255
P.O. Box 66973
Chicago, IL 60666-0973
Tel: (773) 254-8700
Fax: (773) 254-9127

Lakeland Electric, Inc.                 $219,188
Attn: Terry Kendall
1560 Brown Avenue
P.O. Box 809
Cookeville, TN 38503
Tel: (931) 526-7216
Fax: (931) 526-9408

John R. White Company, Inc.             $199,743

Cumberland Container, Inc.              $186,061

Cargill Sweeteners                      $150,164

Nutriom, LLC                            $141,467

Lewis Durm                              $134,918

Signature Works Division                $108,482

Ameriqual                                $93,124

Wise Staffing Services, Inc.             $91,958

JTM Food Group                           $85,650

Institutional Wholesale                  $81,657

McRae-Durm Properties                    $72,618

Direct Bill Services                     $68,184

Columbus Foods Company                   $62,258

Brenntag Mid-South, Inc.                 $58,673

Horizon Milling                          $56,955

American Flange & Mfg. Co., Inc.         $56,740


AMERICAN TECHNOLOGIES: Appoints Ennis and Luther as New Directors
-----------------------------------------------------------------
The directors of American Technologies Group, Inc., appointed
R. Barry Ennis and Michael S. Luther as additional Directors of
the Company.

Mr. Ennis also serves as President of North Texas Steel Company,
Inc., a wholly owned  subsidiary of the Company, and has been
involved in the structural steel industry  since 1970.  Mr. Ennis
has served as the President of the Greater SW Region Concrete
Reinforcing Steel Institute, as President of the Texas Structural
Steel Institute, and is a  former  board  member  of the  National
Association of Purchasing Management of Ft. Worth, Texas.

Mr. Luther has been involved in corporate finance and merchant
banking for 20 years.  Most recently, Mr. Luther managed a hedge
fund associated with Deutsche Bank and during his tenure Mr.
Luther led combined transactions of over $1 billion, the most
noteable of which was the  purchase of Alamo National Car Rental
acquired for roughly $4 billion by Cerberus Capital of New York.

Based in California, American Technologies Group, Inc. develops,
manufactures, and sells products that reduce and eliminate
hazardous chemical by-products or emission resulting from
industrial and combustion processes.  The company's proprietary
catalyst technology is also used in the manufacture of detergents
and cosmetics.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2006,
American Technologies' management stated that the company will not
have funds to meet future working capital and financing needs as a
result of recapitalization.

Although the company is seeking financing to support working
capital needs, there can be no assurances that it will be
successful in raising the funds required, the management said.  
"The Company has incurred operating losses in the last two years,
and ... dependent upon management's ability to develop profitable
operations.  These factors ... raise substantial doubt about the
Company's ability to continue as a going concern."


AMERICAN UNITED: March 31 Balance Sheet Upside-Down by $2.9 Mil.
----------------------------------------------------------------
American United Global, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on June 5, 2006.

The Company reported a $323,000 net loss on zero revenues for the
three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,075,000
in total assets, $5,034,000 in total liabilities, and $2,959,000
in stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $2,075,000 in total current assets available to pay
$4,046,000 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?b79

                        Going Concern Doubt

Seligson and Giannattasio, in White Plains, New York, raised
substantial doubt about American United'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 working capital deficiency of $2,804,000, and an
accumulated deficit of $58,355,000 at Dec. 31, 2005.  In addition,
the Company's cash of $91,000 at Dec. 31, 2005 is not sufficient
to fund operations for the next twelve months.

                       About American United

Based in Somers, New York, American United Global, Inc. focuses on
acquisitions of operating businesses in various sectors.  The
Company has interests in companies such as Kraft Rt., Western
Power & Equipment Corp., Informedix Holdings, Inc., and New York
Medical, Inc.


ANCHOR GLASS: Rebecca Roof Steps In as Finance Vice President
-------------------------------------------------------------
Judge Paskay of the U.S. Bankruptcy Court for the Middle District
of Florida approved the employment of Rebecca A. Roof, a managing
director of AP Services LLC, as Anchor Glass Container
Corporation's interim executive vice president of finance and
administration effective Feb. 21, 2006, and chief restructuring
officer effective March 1, 2006.

The Court also directs Anchor Glass to pay $400,000 to AP
Services for the total Contingent Success Fee.

As reported in the Troubled Company Reporter on Jan. 10, 2006, the
Court authorized Anchor Glass to retain AP Services, LLC, as its
crisis manager, pursuant to the terms of an engagement letter
dated Sept. 6, 2005.

Under the APS Engagement Letter, Anchor and APS agreed that:

    -- APS will provide, at Anchor's request, temporary employees
       to assist the Debtor in its restructuring efforts; and

    -- APS' Managing Director, John S. Dubel, will serve as the
       Debtor's Chief Restructuring Officer under the direct
       supervision of Anchor's Chief Executive Officer and the
       Special Committee of the Board of Directors.

In addition to Mr. Dubel, the Temporary Staff from APS includes:

    Name          Position              Hourly Rate   Commitment
    ----          --------              -----------   ----------
    Jon Shell     Assistant Treasurer       $410      As Needed
    Ted Stenger   TBD                       $670      As Needed

Anchor will pay APS' employees at these hourly rates:

       Professional                  Hourly Rates
       ------------                  ------------
       Managing Directors             $540 - $690
       Directors                      $430 - $520
       Vice Presidents                $300 - $400
       Associates                     $225 - $280
       Analysts                       $150 - $190

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Wants Wachovia's Request on Equipment Lease Denied
--------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to deny Wachovia Financial
Services Inc.'s request.

The Wachovia Financial Services' request fails to assert
sufficient justification to compel ASARCO LLC to immediately
decide to assume or reject the leases in question, Nathaniel
Peter Holzer, Esq., at Jordan, Hyden, Womble & Culbreth, PC, in
Corpus Christi, Texas, argues.  "Wachovia's sole justification is
that the leased vehicles may deteriorate in value with the
passage of time and in the ordinary course of business."

When the vehicles were leased to ASARCO, the parties understood
that their value would decrease over time.  That is the nature of
equipment leases and the same is reflected in the terms and
conditions of the lease, Mr. Holzer tells the Court.

ASARCO's bankruptcy has neither accelerated nor impacted the
expected decline in value of the equipment, Mr. Holzer says.  
Rather, the parties have a standard lease agreement that requires
ASARCO to make periodic lease payments to Wachovia.  These
payments represent Wachovia's bargained-for exchange.  Thus, Mr.
Holzer argues, Wachovia should not be permitted to re-trade its
deal now.

Moreover, Mr. Holzer says that ASARCO is current on all of its
postpetition payments to Wachovia.  However, ASARCO has unpaid
prepetition obligations totaling $62,237.

Mr. Holzer tells Judge Schmidt that ASARCO needs more time to
make an informed decision whether to assume or reject the
Wachovia leases.  The haul trucks in question are currently used
to generate revenues as part of the Debtors' reorganization
efforts.

In addition, ASARCO is still evaluating and analyzing its
operations and assets.  ASARCO's bankruptcy case is only nine
months old and time is even more compressed given ASARCO's early
struggles with corporate governance and the labor strike, Mr.
Holzer asserts.

Mr. Holzer adds that Wachovia will not be prejudiced if ASARCO
fulfills the requirement to assume or reject its lease with
Wachovia before plan confirmation.  However, if ASARCO is
compelled to prematurely assume or reject its lease with
Wachovia, both ASARCO and its creditors may be damaged.

                        Wachovia's Request

As reported in the Troubled Company Reporter on May 29, 2006,
Wachovia Financial Services, Inc., fka First Union Commercial
Corporation, asked the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to:

    (a) compel ASARCO LLC to decide whether to assume or reject
        its Equipment Lease with Wachovia by May 30, 2006;

    (b) grant Wachovia adequate protection for its Equipment; and

    (c) direct ASARCO to pay all outstanding rental payments if
        ASARCO remains in possession of the Equipment.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BALTIMORE MARINE: County's $47K Tardy Admin. Tax Claim Denied
-------------------------------------------------------------
The Honorable James F. Schneider of the U.S. Bankruptcy Court
ruled this month that Baltimore County, Maryland, filed its
request for payment of a $47,712.52 administrative expense claim
too late and the claim will be disallowed.  Judge Schneider's
decision, published at 2006 WL 1620303, sustains an objection to
the claim filed by Alan M. Grochal, Esq., the Liquidating Agent
appointed under a liquidating plan confirmed in Baltimore Marine
Industries, Inc.'s chapter 11 case on June 25, 2004.

Baltimore Marine Industries, Inc., a closely-held Delaware
corporation that owned and operated a shipyard located in Sparrows
Point, Baltimore County, Maryland.  The shipyard comprised 226
acres with docks, piers, basins, cranes and shops.  Among the
debtor's assets were a variable large, crude, carrier-capable
drydock, and a floating dock, employed in the multiple repair,
conversion and construction of large seagoing vessels.

The Sparrows Point shipyard was built by Maryland Steel Company in
1889 and bought by Bethlehem Steel Company in 1917.  During World
War II, the shipyard was one of the leaders in this nation's war
effort, producing an unprecedented number of ocean-going vessels,
including tankers, cargo and passenger ships for military use.  In
those years, the shipyard was one of the State's largest employers
with more than 20,000 workers producing ships on a daily basis
around the clock.

Bethlehem Steel sold the shipyard to Veritas Capital of New York
for $16 million, at which time BMI was established to operate the
facility.  The company planned to engage in ship repair but lack
of business forced it to layoff hundreds of employees.

In a bankruptcy court-supervised auction managed by Michael Fox
International, BMI sold its assets to Barletta Willis Investments,
LLC for $11,250,000 on March 4, 2004.  BMI did not file a
liability-transfer report indicating that it had transferred
ownership of personal property during the tax year, pursuant to
Maryland Tax-Prop. Code Sec. 10-402(b).  After the sale, Barletta
Willis assigned its rights in the property to SPS Limited
Partnership.  The shipyard currently serves as a repair and
demolition site for commercial and military vessels.  

On April 14, 2004, BMI and the Official Committee of Unsecured
Creditors filed a Joint Plan of Liquidation.  The Plan -- on page
one -- fixed the 45th day after the Plan's Effective Date as the
Administrative Claims Bar Date and required holders of
administrative priority claims to file claim forms.  Judge Derby
confirmed the Joint Plan of Liquidation on June 25, 2004.  

On October 1, 2004, the Maryland State department of Assessments
and Taxation assessed BMI's personal property taxes in the amount
of $47,712.52, for the levy period July 1, 2004 through June 30,
2005.  On November 22, 2004, Baltimore County filed its request
for payment of BMI's unpaid personal property taxes -- two months
late.  

Judge Schneider finds the County had actual notice (and timely
filed another proof of claim) and can't demonstrate excusable
neglect.  

Baltimore Marine Industries, Inc. filed for chapter 11 relief on
June 11, 2003 (Bankr. Md. Case No. 03-80215).  Martin T. Fletcher,
Esq., Cameron J. Macdonald, Esq., and Dennis J. Shaffer, Esq., at
Whiteford Taylor & Preston L.L.P., represented the Debtor.  The
Bankruptcy Court confirmed the Debtor's Joint Plan of Liquidation
on June 25, 2004.  The Plan projected a 36% recovery by General
Unsecured Creditors.


BANC OF AMERICA: S&P Affirms Class B-4 & B-5 Certs.' Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 23
classes of mortgage pass-through certificates from Banc Of America
Mortgage Trust 2005-2.

The affirmations are based on credit enhancement percentages that
are sufficient to support the certificates at the current ratings.
As of May 2006 data, there have been no realized losses and no
severe delinquencies for the mortgage pool.

Credit support for the transaction is provided by subordination.
The underlying collateral backing the certificates consists of
fixed- or adjustable-rate, first-lien mortgage loans secured by
one- to four-family residential properties.
    
Ratings Affirmed:
   
              Banc Of America Mortgage Trust 2005-2
               Mortgage pass-through certificates

       Class                                       Rating
       -----                                       ------
       1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7    AAA
       1-A-8,1-A-10,1-A-11,1-A-12,1-A-13            AAA
       2-A-1,2-A-2,30-PO,30-IO,15-PO,15-IO          AAA
       B-1                                          AA
       B-2                                          A
       B-3                                          BBB
       B-4                                          BB
       B-5                                          B


BEARD COMPANY: Files Four Amended Financial Statements
------------------------------------------------------
The Beard Company filed with the Securities and Exchange
Commission on June 5, 2006, its amended financial statements for:

   -- the fiscal year ended Dec. 31, 2004;
   -- the first quarter ended March 31, 2005;
   -- the second quarter ended June 30, 2005; and
   -- the third quarter ended Sept. 30, 2005.

The company's Statement of Operations showed:

                               For the period ended
                  ----------------------------------------------
                      Year      Quarter    Quarter      Quarter
                    12/31/04    03/31/05   06/30/05     09/30/05
                  ----------  ----------  ---------  -----------
Revenue             $972,000    $243,000   $327,000     $344,000

Net (Loss)          $937,000  ($375,000) ($375,000)   ($574,000)

The company's Balance Sheet showed:

                               For the period ended
                  ----------------------------------------------
                      Year      Quarter    Quarter      Quarter
                    12/31/04    03/31/05   06/30/05     09/30/05
                  ----------  ----------  ----------  ----------
Current Assets      $366,000  $1,278,000  $1,223,000    $717,000

Total Assets      $2,712,000  $3,900,000  $4,304,000  $4,795,000

Current
Liabilities       $1,360,000    $954,000  $2,436,000  $2,661,000

Total
Liabilities       $6,856,000  $8,227,000  $8,959,000  $9,983,000

Total
Stockholders'
Equity          ($4,144,000)($4,347,000)($4,671,000)($5,200,000)

During the three years ended Dec. 31, 2005, the Company took
several steps which reduced its negative cash flow to some degree,
including:

   -- salary deferrals by its chairman and president and deferrals
      of directors' fees into its Deferred Stock Compensation
      Plans, and suspension of the Company's 100% matching
      contribution under its 401(k) Plan;

   -- six private debt placements that raised gross proceeds of
      $4,434,000 during the period and an additional $193,000 in
      the first quarter of 2006;

   -- a loan of $850,000 in the first half of 2005, borrowed from
      a related party to finance most of the cost of the
      fertilizer plant in China;

   -- a loan of $1,100,000 in the fourth quarter of 2005, borrowed
      from a pond owner to begin construction of a coal plant for
      its coal fines recovery project in West Virginia; and

   -- a $350,000 long-term bank credit facility secured on March
      28, 2006.

The Company believes that the cash infusion from the Pinnacle
Project, together with the funds from the new bank revolving
credit facility, will provide sufficient working capital to
sustain its activities until the operations of the Pinnacle
Project and the China fertilizer plant are generating positive
cash flow from operations.

Full-text copies of the company's financial statements are
available for free at:

   Year Ended Dec. 31, 2004    http://researcharchives.com/t/s?b7e

   First quarter ended
   March 31, 2005              http://researcharchives.com/t/s?b7f

   Second quarter ended
   June 30, 2005               http://researcharchives.com/t/s?b80

   Third quarter ended
   Sept. 30, 2005              http://researcharchives.com/t/s?b81

                         About Beard Company

Based in Oklahoma City, Oklahoma, The Beard Company --
http://www.beardco.com/home.htm-- focuses on fuel and chemical  
production.  It operates coal fines reclamation facilities in the
U.S., has produced carbon dioxide gas since the early 1980's, and
operates organic chemical compound fertilizer plants in China.  
The Company also operates its e-Commerce segment, which develops
business opportunities to leverage Starpay's(TM) intellectual
property portfolio of Internet payment methods and security
technologies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Cole & Reed, P.C., in Oklahoma City, Oklahoma, raised substantial
doubt about Beard Company'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 negative cash flows from
operations.


BILLY BATY: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Billy B. Baty
        3626 East Ridge Road
        Salisbury, North Carolina 28144

Bankruptcy Case No.: 06-00894

Chapter 11 Petition Date: June 19, 2006

Court: Eastern District of North Carolina (Raleigh)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, North Carolina 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Washington Mutual Loans          105 Woodstream          $155,333
P.O. Box 3139                    Drive
Milwaukee, WI 53201-3139         Raleigh, NC 27615

                                 7601 Huey Court         $232,881
                                 Raleigh, NC 27615

                                 7601 Bryna Court         $78,798
                                 Raleigh, NC 27615

                                 7801 Stephanie Lane     $150,630
                                 Raleigh, NC 27615

Wells Fargo Home Mortgage        105 Ashebrook           $144,000
3476 Stateview Boulevard         Drive
Fort Mill, SC 29715              Raleigh, NC 27615

Countrywide Home Loans           7605 Bryna Court         $91,663
P.O. Box 660694                  Raleigh, NC 27615
Dallas, TX 75266-0694

                                 7602 Huey Court          $74,198
                                 Raleigh, NC 27615

American Home Mortgage           7600 Huey Court          $75,706
P.O. Box 631730                  Raleigh, NC 27615
Irving, TX 75063

                                 7606 Ladden Court        $75,284
                                 Raleigh, NC 27615

Option One Mortgage              7610 Huey Court          $72,789
                                 Raleigh, NC 27615

Household Financial Corp.        7620 Huey Court          $23,748
                                 Raleigh, NC 27615

Option One Mortgage              7610 Huey Court          $18,596
                                 Raleigh, NC

Wachovia Bank                    105 Woodsream Drive       $9,321
                                 Raleigh, NC

Bankcard Services                                          $4,411

Wachovia Bank, N.A.                                        $1,001

Diversified Growth and           7600 Bryna Court         Unknown
Development                      Raleigh, NC 27615


BLAST ENERGY: Posts $968,346 Net Loss in 2006 First Fiscal Quarter
------------------------------------------------------------------
Blast Energy Services, Inc., filed its amended first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on June 5, 2006.

The Company's amended quarterly report reflects the proper
classification of the cash received from the 2005 sale of the
Landers license, including the associated footnotes to the
financial statements and disclosures.

The Company reported a $968,346 net loss on $249,523 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,809,581
in total assets, $2,922,648 in total liabilities, and $113,067 in
stockholders' equity deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $648,507 in total current assets available to pay
$1,415,868 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?b78

                        Going Concern Doubt

Malone & Bailey, P.C., in Houston, Texas, raised substantial doubt
about Blast Energy'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, a working capital deficiency of
$0.6 million, a net loss of $2.9 million, and an accumulated
deficit of $29.9 million for the year ended Dec. 31, 2005.  The
Company is trying to raise additional capital in response to its
financial difficulty.

                        About Blast Energy

Headquartered in Houston, Texas, Blast Energy Services, Inc. --
http://www.blastenergyservices.com/-- has developed a  
commercially viable lateral drilling technology with the potential
to penetrate through well casing and into reservoir formations to
stimulate oil and gas production.  The Company also has a
secondary business segment providing satellite communication
services to energy companies.  This service allows these energy
companies to remotely monitor and control wellhead, pipeline,
drilling, and other operations through low cost broadband data and
voice services.


BODIES IN MOTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bodies in Motion Inc.
        dba Bodies in Motion
        16663 Roscoe Boulevard
        North Hills, California 91343

Bankruptcy Case No.: 06-10931

Type of Business: The Debtor operates a chain of private
                  fitness facilities offering boxing, yoga,
                  personal training, and other physical fitness
                  programs.  See http://www.bodiesinmotion.com/

Chapter 11 Petition Date: June 20, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Westside Capital Partners             $4,200,000
VW #4 Sultana LLC, Sanborn Capital
11611 San Vicente Bl.
Suite 1035
Los Angeles, CA 90049

Kilroy Realty LP                        $835,327
12200 West Olympic Bl.
Suite 200
Los Angeles, CA 90064

Leonard G. Powell, et al.               $300,000
c/o Scott E. Shapiro, Esq.
17337 Ventura Boulevard, Suite 200
Encino, CA 91316

The Irvine Co.                          $257,869
TIC Retail Properties
100 Innovation Drive
Irvine, CA 92617

AMS - Walnut Investment                 $212,500

ABC Financial                           $129,691

Bensinger & Ritt                        $111,276

Outdoor Sales                            $94,750

BIM MBNA Platinum Plus for Business      $61,399

LA County Assessor                       $60,000

Liberty Mutual Insurance Group           $47,808

Fullbright & Jaworski                    $41,389

Ward Construction                        $36,220

Al Wittenbrock                           $33,750

Advo Inc.                                $31,788

HK Northridge LLC                        $25,101

Stubbs, Alderton & Markiles              $23,750

Sydney Johnson                           $21,000

State Compensation Insurance Fund        $20,000

Sandell Flowers                          $19,627


BOWATER INC: New Credit Deals Prompt Moody's to Affirm B1 Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed Bowater Incorporated's B1 long
term debt ratings and SGL-2 speculative grade liquidity rating.   
The outlook remains stable.  The rating action responds to the
company's May 31st announcement that it has entered into two new
secured credit agreements totaling $580 million.  The previous
arrangements totaled $635 million, $200 million of which was
represented by a secured 364-day accounts receivable vehicle.

In aggregate, the proportion of commitments with priority claims
on assets increases substantially to 16% from 6% of total adjusted
debt, but remains below a level that would cause downwards
notching of the company's senior unsecured rating from the B1
corporate family rating.

The new facilities feature two financial covenants:

   a) senior secured debt to EBITDA of not more than 1.25 times;
      and

   b) adjusted EBITDA to Interest Expense of not less than
      2.00:1.

Moody's estimates the actual figures to be less than 0.5 times and
more than 2.5 times respectively, and with adequate prospects for
near term cash generation, compliance is not expected to be
problematic.  With the adequate cash generation and there being no
covenant compliance issues, the extended 5 year term to maturity
of the new arrangements and the lack of significant near term debt
maturities, despite the $55 million decrease in aggregate
commitments, Bowater continues to have good liquidity
arrangements.  Accordingly, the SGL-2 speculative grade liquidity
rating was affirmed.

Ratings and Outlook Affirmed:

Bowater Incorporated:

Outlook: Stable

   * Corporate family rating: B1
   * Senior unsecured rating: B1
   * Industrial and PC revenue bonds: B1
   * Speculative grade liquidity rating: SGL-2

Bowater Canada Finance Corp.

   * Senior unsecured guaranteed notes: B1

The outlook is stable, it being noted that the potential of
moderating general economic activity causes Moody's to view
Bowater's near-to-mid term prospects cautiously.  For example,
lumber pricing has fallen quite dramatically over the past several
weeks. So too have prices for other wood based building materials
as housing start activity slows after a prolonged three year run.

Aside from reducing cash flow generation from Bowater's lumber
operations, in the event this circumstance is indicative of more
broad based economic weakness, there is the potential of results
from Bowater's communication paper business also being affected.   
As background, many commentators are concerned about inflation and
Federal Reserve Board interest rate actions potentially retarding
general economic activity.  Recent equity market performance
appears to reflect these concerns.

Further, after a three year run of having the positive impact of
increasing paper prices largely negated by the affects of exchange
rate and input cost migration, Bowater is only now generating
positive free cash flow.  Should demand and pricing for paper
moderate along with economic activity, and should recent
performance turn out to be the peak, it would be unlikely that the
current rating could be maintained.

As noted, Moody's views Bowater's near-to-mid term prospects
cautiously.  For now however, moderating economic activity is not
certain.  Neither is the degree or impact of any slow-down that
may occur.  With this and given the company's commitment to reduce
debt over the near term, the outlook remains stable.

Bowater Incorporated, headquartered in Greenville, South Carolina
is a global leader in newsprint, with additional operations in
coated and uncoated groundwood papers, bleached kraft pulp, and
lumber products.


BROOKS SAND: Trustees Hire Wise DelCotto as Special Counsel
-----------------------------------------------------------
The Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville allowed Kenneth C.
Henry, the Chapter 11 Trustee for Brooks Sand & Gravel, LLC, and
J. Bruce Miller, Esq., the chapter 11 Trustee for Smith Mining &
Materials, LLC, to hire Wise DelCotto PLLC, as their special
counsel.

Wise DelCotto will provide legal advice and services to:

   a) issues related to the automatic stay or abandonment of
      property of the Debtors' estates;

   b) matters related to the assumption or rejection of executory
      contracts and leases and performance;

   c) issues related to the use of cash collateral and the
      potential incurring of credit;

   d) issues related to any potential sale or other disposition of
      assets of the Debtors' estates; and

   e) any other specified matters designated by the Trustees other
      than representation of the Trustees in the overall conduct
      of the cases.

Laura Day DelCotto, a Wise DelCotto member, discloses that the
firm's hourly rates range between $150 to $295 for its counsel.

Ms. DelCotto assures the Court that her firm does not hold any
interest adverse to the Debtors or their estates.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).  Dean A. Lang
don, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC
represent the Debtors in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million to $50 million.  
Judge Cooper approved the appointment of J. Bruce Miller as the
Chapter 11 Trustee of Brooks Sand.


BWAY CORP: Moody's Rates Proposed $295 Million Facilities at Ba3
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of BWAY Corporation, assigned a Ba3 rating to BWAY's proposed
$295 million in first lien credit facilities, affirmed the B3
rating on BWAY's $200 million 10% senior subordinated notes due
2010, withdrew ratings on BWAY's existing senior secured credit
facility, and changed the ratings outlook to positive from stable.

BWAY Corporation is refinancing its credit facility in connection
with the $65 million acquisition of Canada-based Industrial
Containers Ltd., representing an EBITDA purchase multiple of about
7.7 times before expected synergies.  ICL is the leading Canadian
industrial and general line manufacturer of plastic and steel
pails.

The acquisition, in Moody's view, reinforces BWAY's strong North
American market position and complements BWAY's overall rigid
plastic and steel general line packaging business.  Pro forma for
the acquisition, Moody's estimates that BWAY's total debt to
EBITDA, adjusted for the effects of operating leases and
underfunded pension liabilities, would be about 4.4 times, with
EBIT interest coverage of about 1.4 times and free cash flow to
debt in the mid single digits.

Since the July 2004 $203 million acquisition of North America
Packaging Corporation, which was funded with a $225 million term
loan and $30 million equity contribution from BWAY's financial
sponsor Kelso & Company, L.P., BWAY has performed well,
integrating the company in an adverse operating environment
characterized by high and rising raw materials and energy costs
while reducing leverage, increasing free cash flow, and improving
the overall credit profile of the firm.

Moody's assigned these ratings:

   * $50 mm senior secured first lien revolver due 2012,
     assigned Ba3

   * $5 mm Canadian senior secured first lien revolver due 2012,
     assigned Ba3

   * $190 mm senior secured first lien term loan B due 2013,
     assigned Ba3

   * $50 mm senior secured first lien term loan C due 2012,
     assigned Ba3

Moody's withdrew these ratings:

   * $30 million senior secured first lien revolver maturing
     June 30, 2009, B1 withdrawn

   * $165.3 million senior secured first lien term loan due
     June 30, 2011, B1 withdrawn

Moody's affirmed these ratings:

   * $200 mm 10% senior sub notes due 15 October 2010, affirmed
     at B3

   * Corporate family rating, affirmed at B1

   * The ratings outlook is positive.

The change of the outlook to positive from stable is based on
Moody's expectation that BWAY's operating profile and competitive
position will enable it to improve free cash generation and reduce
leverage in the near term, as it integrates the ICL acquisition.  
Although the acquisition does entail integration risk, Moody's
notes that the transaction is relatively modest in relation to
BWAY's overall size as reflected in its $829 million in 2005
revenue.

If BWAY is able to integrate the acquisition as planned, the
ratings could be raised in the near term. Conversely, integration
difficulties, exogenous shocks, business disruptions, or
recapitalization events that inhibit BWAY's ability to improve
free cash flow and reduce leverage could result in downward
pressure on the outlook and ratings.  For further information,
please see the Credit Opinion available to subscribers at
www.moodys.com.

Headquartered in Atlanta, Georgia, BWAY Corporation is a leading
North American manufacturer of metal paint and specialty
containers and industrial general line rigid plastic containers
for industrial and consumer products.  Revenues for the twelve
months ended April 2, 2006 were approximately $874 million.


CABLE SATISFACTION: Monitor Wants Court Nod on Cabovisao Sale Pact
------------------------------------------------------------------
RSM Richter Inc., fka Richter & Associes Inc., in its capacity as
Monitor and Interim Receiver of Cable Satisfaction International
Inc. (TSX: CSQ), disclosed that in relation to proceedings filed
by Cable Satisfaction under the Companies' Creditors Arrangement
Act (Canada) and to Cable Satisfaction's Second Amended and
Restated Plan of Arrangement and Reorganization:

    a) on June 5, 2006, Richter served and filed into the Court
       record a Motion to confirm the authority of the Interim
       Receiver/Monitor to enter into a transaction agreement for
       and on behalf of CSII, for orders relating to the
       implementation of the Plan and for related matters;

    b) the Motion was presented to the Quebec Superior Court, at
       the Montreal Courthouse, on June 15, 2006; and

    c) the hearing of the Motion was continued to June 22, 2006 at
       9:15 a.m., in Room 16.04 of the Montreal Courthouse.

Pursuant to the Motion, Richter is asking the Court to, inter
alia:

    a) approve the transaction of sale by Cable Satisfaction to
       Cogeco Cable Inc. of the Debtor's wholly owned indirect
       subsidiary, Cabovisao - Televisao por Cabo, S.A., the whole
       as previously announced;

    b) dispense with a meeting of Cable Satisfaction's
       shareholders following the implementation of the Plan to
       approve the sale of Cabovisao to Cogeco and the
       distribution of the net proceeds to the Affected Creditors
       under the Plan, who, following implementation of the Plan,
       will then become Shareholders and Rightholders of Cable
       Satisfaction, by return of capital should the Debtor's
       board of directors deem it advisable to do so.

The Motion and related materials can be obtained by requesting a
copy from the Monitor by writing or calling the Monitor at the
address and telephone number set out below or on the Monitor's
website at http://www.rsmrichter.com/

Cable Satisfaction International Inc. -- http://www.csii.ca/--  
builds and operates large bandwidth (750 MHz) hybrid fibre coaxial
networks and, through its subsidiary Cabovisao, provides cable
television services, high-speed Internet access, telephony and
high-speed data transmission services in Portugal.


CAJUN FUNDING: Moody's Holds B3 Rating on $155 Mil. Sec. Notes
--------------------------------------------------------------
Moody's Investors Service affirmed Cajun Funding Corp.'s B2
corporate family rating and B3 2nd lien secured notes.  At the
same time, the SGL-3 Speculative Grade Liquidity rating was also
affirmed.  The outlook remains stable.  Cajun is the financing
company affiliated with Church's Chicken restaurants, which are
operated by Cajun Operating Company.

The rating affirmations reflect the established position of the
Church's brand within the chicken QSR category, the recent track
record for positive same store sales growth and the domestic and
international development potential of the concept.  The ratings
also consider Church's high financial leverage, reliance on a
single product, modest liquidity position and limited scale and
scope in relation to its direct competitors.

Moody's previous rating action on Cajun was December 3, 2004 when
a B3 rating was assigned to the $155 million 2nd lien secured
notes.  Also at that time, Moody's assigned a B2 corporate family
rating and a SGL-3 Speculative Grade Liquidity rating.

Ratings affirmed with a stable outlook:

   * Corporate family rating at B2
   * $155 million 2nd lien secured notes maturing in 2011 at B3
   * Speculative Grade Liquidity rating at SGL-3

Cajun Funding Corp., the special purpose financing entity for
Cajun Operating Company, Inc., are both headquartered in Atlanta,
Georgia.  The operating company develops, operates and franchises
quick-service restaurants primarily under the trade name Church's
Chicken.  At December 25, 2005, the operating company operated 277
and franchised 1,264 restaurants with locations in 30 states,
Puerto Rico and 15 foreign countries. Revenues for fiscal 2005
were $271 million.


CATHOLIC CHURCH: T.D.H. Seeks Jury Trial to Resolve Damage Claim
----------------------------------------------------------------
T.D.H asks the U.S. Bankruptcy Court for the District of Oregon,
for:

   (a) $2,000,000 in estimated non-economic damages, the actual
       amount to be determined at trial;

   (b) $300,000 in estimated economic damages, the actual amount
       to be determined at trial;

   (c) exemplary damages in an amount to be determined at trial;
       and

   (d) payment of his costs and disbursements.

T.D.H. also seeks a jury trial.

T.D.H., the holder of Claim No. 276, was a member of All Saints
Parish and attended All Saints School in Oregon when he was a
minor in 1948 to 1950.

At that time, the Archdiocese of Portland in Oregon delegated to
Fr. Aldo Orso-Manzonetta the duties of providing pastoral,
educational, and religious ritual services to parishioners of All
Saints Parish and students of All Saints School.

Erin K. Olson, Esq., in Portland, Oregon, alleges that Fr. Orso-
Manzonetta, while acting within the course and scope of his
employment, used the power, authority and trust of his position to
engage in sexual acts with T.D.H.

The Archdiocese, according to Ms. Olson, learned no later than
1983 that T.D.H. had been sexually abused by Fr. Orso-Manzonetta,
and did nothing.  

According to Ms. Olson, the sexual abuse caused damage to T.D.H.,
from physical and emotional pain to loss of religious faith.

T.D.H. did not discover, nor in the exercise of reasonable care
should he have discovered, the causal relationship between his
injuries and Fr. Orso-Manzonetta's molestation until within three
years before the filing of his complaint.

T.D.H. complains that the Archdiocese and the All Saints Parish
and School were negligent:

   (a) in allowing Fr. Orso-Manzonetta to perform his duties
       without properly investigating his propensity to engage in
       sexual misconduct with minors;

   (b) in following certain written policies to ensure that
       T.D.H. was not harmed;

   (c) in facilitating Fr. Orso-Manzonetta's access to T.D.H.
       without adequate supervision;

   (d) knowing that child endangerment and child abuse by priests
       was a long standing problem, by neglecting to monitor and
       supervise Fr. Orso-Manzonetta to ensure that his pastoral,
       educational, and social interaction with minors, including
       T.D.H., was not compromised by inappropriate or dangerous
       behavior; and

   (e) by ignoring information that Fr. Orso-Manzonetta engaged
       in sexual activity with minor boys, including T.D.H., and
       by subsequently concealing the information.

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. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Court Approves Spokane's Claim Objection Protocol
------------------------------------------------------------------
Judge Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington approves the Diocese of Spokane's
procedures to object to confidential proofs of claim for sexual
abuse.

A full-text copy of the Claim Objection Protocol is available for
free at http://researcharchives.com/t/s?ba1

The Court directs all parties involved in the claims litigation to
use the procedures to keep information confidential.

The Court's Order will not affect the equitable or contractual
rights or obligations of any insurance company, which the Diocese
may assert has an obligation to provide coverage to Spokane for
any of the claims.  

Any resolution of the claims against the Diocese will not operate
as a determination, judgment or adjudication of any insurance
company's liability to the Diocese or its successors-in-interest.

All rights and obligations of each insurance company to the
Diocese under certain policies will be determined in:

   * the declaratory judgment action currently pending in the
     United States District Court for the Eastern District of
     Washington, Case No. 05-CV-0075-JLQ; or

   * other appropriate non-bankruptcy forum in accordance with
     non-bankruptcy law and the insurance policies or contracts,
     upon consent by the insurance company.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHARLES RIVER: S&P Rates $300 Mil. Convertible Senior Notes at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Charles River Laboratories International
Inc.'s $300 million 2.25% convertible senior notes due 2013.

Concurrent with the issue, Charles River purchased $149 million of
its equity from purchasers of the notes and used $28 million to
fund the net cost of the convertible note hedge and warrant
transactions with some of the initial note purchasers.  Remaining
proceeds are expected to be used for general corporate purposes,
including potential share repurchases.

The notes are rated two notches below the 'BB+' corporate credit
rating due to the amount of pre-existing borrowings with security
provisions in the company's capital structure.  Although the
convertible notes increase leverage, there is enough cushion at
the existing rating level to absorb this increase.

The corporate credit rating is 'BB+' and the rating outlook is
positive.  The rating continues to reflect Charles River's fairly
narrow business profile, which outweighs its diverse customer base
and sound financial policies.  Demand for the company's services
is mainly driven by growth in pharmaceutical and scientific
research budgets.  While this demand has been growing in recent
years, it can be unpredictable.

Ratings List:

  Charles River Laboratories International Inc.:

    * Corporate credit rating -- BB+/Positive/--

Rating Assigned:

    * $300M 2.25% convertible senior notes due 2013 -- BB-


COLLINS & AIKMAN: Settles Tooling Dispute with Jason Inc.
---------------------------------------------------------
Jason, Inc., doing business as Janesville Sackner Products,
supplied Collins & Aikman Corporation and its debtor-affiliates
with component parts that were, in turn, supplied by the Debtors
to original equipment manufacturers in the automotive industry,
including DaimlerChrysler Corporation.

Janesville was in possession of tooling owned by DaimlerChrysler
that was necessary to manufacture component parts for the Debtors.

In February 2006, a dispute arose between the parties whether
certain obligations owed to Jason were secured by prepetition
obligations.

Without immediate possession of the Tooling, the Debtors would not
have been able to supply component parts to DaimlerChrysler
thereby affecting its supply lines.

To resolve the dispute, the parties agree, with the consent of the
U.S. Bankruptcy Court for the Eastern District of Michigan, that:

   a. Jason will immediately release the Tooling to the Debtors;

   b. The Debtors will seek Court approval that Jason will have
      an allowed administrative expense claim, in the event that
      the Court determines that Janesville has a valid lien in
      the Tooling; and

   c. Jason may apply the $107,800 deposit that it is
      holding to the balance owing to it on account of the
      building of the Tooling.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit     
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Approves Fabrics Business Wind-Down
-----------------------------------------------------------
The U.S Bankruptcy Court for the Eastern District of Michigan
approved Collins & Aikman Corporation and its debtor-affiliates'
request to wind-down their Fabrics Business.

Judge Rhodes directs the Debtors to use their best efforts to
minimize breach of contract claims, if any, from the Fabrics
Business customers.  Breach Claims include customers' claims for
any damages in connection with the wind-down of the Fabrics
Business.

General Electric Capital Corporation had asked the Court to deny
the Fabrics Business sale request to the extent it seeks to
violate the terms of certain GECC leases.  The Debtors and GECC
are currently in litigation regarding equipment that it leased to
them pursuant to three Master Lease Agreements.  The Debtors used
a portion of the equipment leased under the Master Lease
Agreements in their Fabrics Business.

Subject to agreement between the Debtors and GECC or further Court
order, Judge Rhodes rules that the Debtors should not take any
actions contrary to the terms of the GECC Leases.

Fabric (DE) GP may file an objection within 15 days after the
Debtors serve a notice of rejection or assumption and assignment,
if any, of its leases.

As reported in the Troubled Company Reporter on June 15, 2006, the
Debtors are selling their fabrics business to reduce costs and
increase the profitability and efficiency of their remaining
operations.  

The Debtors determined that they would not be able to sell the
Fabrics Business as a going concern and that the continued
operation of the Fabrics Business was not financially viable.

The Fabrics Business had sales of $215,000,000 in 2005 with
negative earnings of $2,500,000 before interest, taxes,
depreciation and amortization.  Due to a number of factors, the
Fabrics Business was unable to quote and win new business.  Thus,
sales for the business were projected to further decline to
$150,000,000 in 2006.  Furthermore, the Fabrics Business was
projected to incur additional losses over the next three years of
$30,000,000.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit     
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMVERSE TECH: Reports 36.9% Year-Over-Year Increase in Sales
-------------------------------------------------------------
Comverse Technology, Inc., generated sales of $373,528,000 for the
first quarter of fiscal 2006, ended April 30, 2006, an increase of
36.9% year-over-year and 10.6% sequentially, representing the
company's fourteenth consecutive quarter of sequential sales
growth, and the highest quarterly sales in the company's history.
The company ended the quarter with an orders backlog of
$741,862,000, down 7.1% sequentially, and up 29.4% year-over-year.

The company ended the quarter with cash and cash equivalents, bank
time deposits and short-term investments of $2,123,771,000,
accounts receivable of $369,298,000, inventories of $131,898,000,
advance payments from customers of $218,181,000, and convertible
debt of $419,706,000.

Raz Alon, interim Chief Executive Officer, said "We continue to
see strong demand drivers for our products, and maintain a
leadership position in our main markets.  Our Comverse subsidiary
is enhancing its established leadership in network-based
messaging, mobile data, content and billing, and leveraging that
leadership to advance its position in emerging areas such as
converged messaging, IMS and FMC services, new personalization
applications such as avatars, and converged billing.  During the
quarter, Comverse achieved several new wins in multimedia
messaging and mobile instant messaging, and our Insight IP-based
multimedia Open Services Environment continues to experience
market success, having now been selected by more than 70 service
provider customers.  

"We also are pleased with the progress of our integration of the
Kenan Billing Systems group, which Comverse acquired in December
2005.  Comverse Converged Billing solutions have been selected to
provide converged and postpaid billing by several new customers,
and the implementation of those projects is proceeding according
to our expectations.  Our Verint subsidiary continues to reinforce
its leadership in software-based analytics for security and
business intelligence, with success in video security for
customers such as Wells Fargo, and the City of Beijing in advance
of the 2008 Olympics, and the expansion of its BI product
portfolio with new solutions for contact center performance
analytics and customer experience management.  And our Ulticom
subsidiary is positioning itself to address new and merging growth
opportunities through its launch of IMS-ready signaling products.

"We also continue to look for ways to expand our addressable
market opportunity across each of our business units through new
product development and strategic acquisitions, such as our recent
purchase of Netcentrex, which closed after quarter-end, and has
strengthened our Comverse subsidiary's presence in the emerging
VoIP and IMS areas."

                         10-Q Filing Delay

As a result of the ongoing review by the Special Committee of the
company's Board of Directors relating to the company's stock
option grants, the company informed Securities and Exchange
Commission that its Quarterly Report on Form 10-Q for the quarter
ended April 30, 2006 will not be filed by the June 9, 2006
deadline.

The company intends to issue results for the quarterly period
ended April 30, 2006 and the fiscal year ended January 31, 2006,
and to file its Quarterly Report on Form 10-Q for the quarter
ended April 30, 2006 and Annual Report on Form 10-K for the fiscal
year ended January 31, 2006, together with any restated historical
financial statements, as soon as practicable after the completion
of the Special Committee's review.

                     NASDAQ Listing Update

The company has notified The NASDAQ Stock Market that it will not
timely file its Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2006 and, accordingly, the company expects
to receive an additional Staff Determination Letter from The
NASDAQ Stock Market indicating that the delay in the filing of the
Form 10-Q could serve as an additional basis for the potential
delisting of the company's securities from NASDAQ, under NASDAQ
Marketplace Rule 4310(c)(14).

On April 20, 2006 the company announced that, due to the delay in
the filing of its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006, it had received a Staff Determination
Letter from The NASDAQ Stock Market indicating that the company's
securities were subject to delisting based upon the delinquent
Form 10-K, unless the company requested a hearing before the
NASDAQ Listing Qualifications Panel.  The company requested a
hearing and presented its plan to regain compliance with NASDAQ's
filing requirement at an in-person hearing before the NASDAQ Panel
on May 25, 2006.  The NASDAQ Panel has not yet issued a decision
as a result of that hearing.

                         About Comverse

Comverse, a unit of Comverse Technology, Inc. (NASDAQ: CMVT) --
http://www.comverse.com/-- provides software and systems that  
enable network-based multimedia enhanced communication and billing
services.  Over 450 communication and content service providers in
more than 120 countries use Comverse products to generate
revenues, strengthen customer loyalty and improve operational
efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services held its ratings on Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006, on the disclosure that the
board of directors at Comverse had created a special committee to
review matters relating to the company's stock option grants and
the likely need to restate prior-period financial results.

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's placed its corporate credit and senior unsecured
debt ratings on Comverse Technology on CreditWatch with negative
implications.  The company has S&P's 'BB-' corporate credit and
senior unsecured debt ratings.


CONSPIRACY ENT: March 31 Balance Sheet Upside-Down by $2.5 Million
------------------------------------------------------------------
Conspiracy Entertainment Holdings, Inc., filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on June 14, 2006.

The Company reported a $132,351 net loss with no revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $926,181
in total assets and $3,480,768 in total liabilities resulting in a
$2,554,587 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $46,473 in total current assets available to pay
$3,480,768 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?bb0

                  About Conspiracy Entertainment

Conspiracy Entertainment Holdings, Inc., develops,  publish, and
markets interactive video games software.  The company also
publishes titles for hardware platforms like Sony's PlayStation,
Nintendo 64 and Nintendo's Game Boy Color and Game Boy Advance.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 5, 2006,
Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about Conspiracy Entertainment 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 recurring
operating losses and lack of working capital.


CYBERCARE INC: Files Plan and Disclosure Statement in Florida
-------------------------------------------------------------
Cybercare, Inc., and its debtor-affiliate, Cybercare Technologies,
Inc., filed their Joint Chapter 11 Plan of Reorganization and a
Disclosure Statement explaining that Plan with the U.S. Bankruptcy
Court for the Middle District of Florida on June 16, 2006.

                    Overview of the Plan

The Plan divides Creditors and Holders of Equity Interests into
twelve classes and proposes to pay creditors from existing funds
and the exit financing loan proceeds and recoveries of causes of
action.  The Plan contemplates the distribution of New Stock of
CyberCare to

    (a) the DIP Lender, which shares shall be contributed to the
        Equity Stock Pool,

    (b) to electing unsecured creditors, and

    (c) to U.S. Sustainable Energy Corporation in exchange for
        certain technology-related assts, business, and
        initiatives.

                      Treatment of Claims

Under the Plan, General Administrative Claims will be paid in full
and in cash.  The U.S. Trustee's Claims, Priority Tax Claims,
Priority Claims and Secured Tax Claims will also be paid in full.

On the effective date, all outstanding obligations of the Debtors
to the DIP Lender shall be fully and finally satisfied through:

    (a) receipt of New Stock equal to five percent of the New
        Stock of Reorganized CyberCare, which New Stock shall be
        contributed by the DIP Lender to the Equity Stock Pool,
        and

    (b) payment in Cash from the Exit Financing equal to the
        outstanding DIP Indebtedness, less the value of the Equity
        Stock Pool as determined by the Marshal & Stevens
        Valuation.

                      Cast-Crete's Claims

The Secured Claim of Cast-Crete Corporation with respect to any
secured post-petition DIP Financing will be waived as of the
effective date.  All of Cast-Crete's allowed administrative claim
will be treated through the receipt of New Stock of Reorganized
CyberCare equal to five percent of Reorganized CyberCare, as
provided in the Plan.

Cast-Crete, in full satisfaction of its unsecured claim, will
receive 100% of the new stock in Reorganized Cybertech.

                  Tang Entities' Secured Claims

The Secured Claims of the Tang Entities consists of some or all of
the security interests in the Debtors' accounts receivable,
furniture, fixtures and equipment, Causes of Action and the
proceeds thereof, and the Outreach Note.  The Debtors tell the
Court that except for CC Fortune's security interest in the
Outreach Note and the Lien asserted by CC Fortune in the CyberTech
Common Stock, the security interests of the Tang Entities are
unperfected and avoidable pursuant to Section 544 of the
Bankruptcy Code, and will be treated as a general unsecured claim.

The Secured Claim of CC Fortune secured by the pledge of the
CyberTech Common Stock will be satisfied through the issuance of a
nonrevocable license to market and distribute the CyberTech
Technology outside of North America.  The Secured Claim of CC
Fortune to the extent secured by the Outreach Note shall be paid
from the Outreach Proceeds in accordance with the Outreach Stay
Relief Order.

                  Judgment Lien Creditors

The Debtors disclose that the Judgment Lien Creditors consist of:

    * A. Razzak Tai, M.D.;
    * IMR Global Corp, n/k/a CGI Information Technology Services;
    * Medline Industries, Inc.;
    * Scott Printing;
    * Associated Global Systems;
    * Phoenix Leasing, Inc.;
    * Equilease Financial Services, Inc.;
    * Capital Publishing;
    * General Electric Capital;
    * International Business Machines Corp.; and
    * Rodger Hochman.

The Debtors believe that certain of the claims of the Judgment
Lien Creditors, including the claims of IMR Global, Phoenix
Leasing and Equilease may have been satisfied through a
Prepetition stock issuance.  Unless the lien of any Judgment Lien
Creditor is Subordinated Securities Claim pursuant to Section 510
of the Bankruptcy Code, or satisfied through prepetition issuance
of stock, then holders of these claims will be paid an amount
equal to their allowed secured Claim, to the extent secured by any
assets of the Debtor other than Causes of Action, as determined by
the Marshall & Stevens Valuation in accordance with the respective
priority of their respective Judgment Lien in the Assets, other
than Causes of Action, of the Debtors.

Any Liens of Judgment Lien Creditors that attached to Causes of
Action as of the Debtors filing of bankruptcy will continue in the
proceeds or recoveries of such Causes of Action and the Judgment
Lien Creditors will be paid the Net Recoveries of Causes of Action

The Debtors tell the Court that holders of Judgment Lien Claims
will be entitled to participate in distribution to general
unsecured claims, however, if these holders are entitled to a
distribution on account of a Lien against Net Cause of Action
Recoveries, then the Debtors will be authorized to retain from any
amounts to be paid, the amount of the prior payment that exceed
the value of the Collateral securing the Judgment Lien Claims will
be paid to general unsecured claims.

The claim of A. Razzak Tai, M.D. will be subordinated pursuant to
Section 510 of the Bankruptcy Code as a claim arising from the
purchase or sale of a security of the Debtor and will receive a
pro rata distribution of the Equity Share Pool along with all
other Equity Interests based on the percentage of shares of stock
of CyberCare owned by Mr. Tai.

                  General Unsecured Claims

Creditors holding general unsecured claims will receive, in
satisfaction of their claims, either:

    a) a pro rata distribution of a number of shares of New Stock
       equal to the Holders of Claims' Unsecured Proportional
       Stock Pool Share, or

    b) a pro rata distribution of Cash from the Plan Fund and a
       pro rata distribution of any Net Recoveries of Causes of
       Action available for distribution to Holders of Allowed
       Unsecured Claims.

The Debtors say that Holders of Allowed General Unsecured Claims
have the option to elect whether to receive New Stock or Cash on
the Ballot provided for submitting acceptances and rejections of
the Plan.  Holders of unsecured claims that fail to elect or vote
will be deemed to have irrevocably elected to receive Cash from
the Plan Fund, provided, however, the Tang Entities will be deemed
to irrevocably elect to receive a Proportional Stock Pool Share of
New Stock and shall not receive any distributions of Cash from the
Plan Fund.

                             Other Claims

Holders of Intercompany Claims will receive no distributions under
the Plan on account of their claims.

Holders of Equity Interests in Cybercare will receive on the
effective date, at the election of Reorganized CyberCare, either
of these treatments:

    (i) CyberCare Equity Interests will be cancelled and Holders
        of CyberCare Equity Interests may be entitled to receive
        their pro rata share of the DIP Loan Claims Shares or

   (ii) Reorganized CyberCare may effectuate a 1:10 reverse split
        of Existing Common Stock so that the aggregate New Stock
        held by the Holders of Equity Interests in CyberCare will
        equal five percent of the total New Stock to be issued.

CyberTech Equity Interests will be cancelled.

A full-text copy of the Debtors' Disclosure Statement explaining
their Joint Chapter 11 Plan of Reorganization is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=060620052421

                      About CyberCare Inc.

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


CYBERCARE INC: Provides Updates on U.S. Sustainable Merger
----------------------------------------------------------
U.S. Sustainable Energy Corporation and CyberCare, Inc.
(PINKSHEETS: CYBR) provided progress on their proposed merger
agreement.  CyberCare, Inc. filed its Plan of Reorganization and
related Disclosure Statement on June 16, 2006.  The Bankruptcy
Court should schedule a hearing on confirmation of the Plan within
30 days.

Upon confirmation of the Plan, CyberCare, Inc. will change its
corporate name to U.S. Sustainable Energy Corporation.

U.S. Sustainable also contemplates that its technologies will
include the rights to the certain patents and intellectual
property rights currently contained in EarthFirst Technologies,
Inc. (OTCBB: EFTI).  Under EarthFirst's previously announced
planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete
will become the co-proponent of the Plan of Reorganization of
CyberCare.  After the merger with Cast-Crete and CyberCare's
emergence from reorganization, EarthFirst/Cast-Crete intends to
combine the existing energy technologies with CyberCare's
technology assets.  The surviving entity will be known as U.S.
Sustainable Energy Corporation.

Under the terms of the agreement and Plan, CyberCare will effect a
1:10 reverse split of its outstanding stock upon the effective
date of the Plan.  CyberCare will then issue approximately 100
million restricted shares to U.S. Sustainable to complete the
merger transaction.

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DELPHI CORP: Equity Panel Taps Fried Frank as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Equity Security Holders of Delphi
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Fried, Frank, Harris, Shriver & Jacobson LLP, as its
attorneys.

As attorneys, Fried Frank will:

   (a) provide legal advice with respect to the Equity  
       Committee's rights, powers and duties in the Debtors'  
       Chapter 11 cases;

   (b) inform the Equity Committee with respect to issues  
       involving labor, pension, other post-employment benefits,  
       and General Motors Corporation, and with respect to  
       agreements that the Debtors may reach with their unions or  
       GM, and assist the Equity Committee in relaying to the  
       Debtors and other parties-in-interest its views in respect  
       of these matters;

   (c) assist the Equity Committee in its analysis and  
       negotiation of any plan of reorganization and related  
       corporate documents;

   (d) assist and advise the Equity Committee with respect to its  
       communications with the general equity body regarding  
       significant matters in the Debtors' Chapter 11 cases;

   (e) review, analyze, and advise the Equity Committee with  
       respect to documents filed with the Court and respond on  
       behalf of the Equity Committee to any and all  
       applications, motions, answers, orders, reports, and other  
       pleading in connection with the administration of the  
       Debtors' estates in their Chapter 11 cases; and

   (f) perform any other legal services requested by the Equity  
       Committee in connection with the Chapter 11 cases and the  
       confirmation and implementation of a plan reorganization.

Fried Frank's professionals will be paid at these hourly rates:

          Partners              $650 - $995
          Of Counsel            $550 - $850
          Special Counsel       $595 - $620
          Associates            $315 - $540
          Legal Assistants      $170 - $235

Bonnie Steingart, Esq., a member of the firm, assures the Court  
that Fried Frank is a "disinterested person" as that term is  
defined in Section 101(14) of the Bankruptcy Code.

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/  
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORPORATION: Renews Cinergy Corporation Lease
----------------------------------------------------
On April 1, 2006, Delphi Corporation and its debtor-affiliates
entered into a lease with Cinergy Corporation for premises located
at 1301 Pennsylvania Avenue, Suites 109 & 116, in Washington, D.C.

The Debtors occupy 400 square feet of office space pursuant to the
Lease.  The Lease expires November 30, 2007.

The Debtors pay quarterly base rent and operating expenses of:

     * $11,726 for the quarters ending June 30 and September 30,
       2006;

     * $11,878 for the quarter ending December 31, 2006;

     * $12,182 for the quarters ending March 31, June 30 and
       September 30, 2007; and

     * $8,121 for the two-month period ending November 30, 2007.

The Debtors notify the U.S. Bankruptcy Court for the Southern
District of New York and parties-in-interest that they will renew
the Cinergy Lease, pursuant to the Court-approved lease
procedures.

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/  
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Equity Panel Wants More Part in GM Contract Rejection
------------------------------------------------------------------
The Official Committee of Equity Security Holders of Delphi
Corporation and its debtor-affiliates wants to be a notice party
in contract rejections concerning General Motors Corporation.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, asserts that as a statutory committee
in the Debtors' Chapter 11 cases, the Equity Committee should be
provided with notice of proposed GM contracts rejection to fulfill
its duties and obligations to constituents.

The Equity Committee must have the opportunity to analyze and
assess the potential effects of rejection on the Debtors' estates,
particularly with respect to potential claims of GM, and bring any
concerns the Equity Committee may have to the attention of the
U.S. Bankruptcy Court for the Southern District of New York, Ms.
Steingart explains.

The Equity Committee has concerns about the validity and size of
GM's potential claims because of its continued involvement in the
Debtors' affairs since the spun off.

As reported in the Troubled Company Reporter on April 7, 2006, the
Debtors asked the Court for authority to reject the supply
contracts.

The Debtors are restructuring their unprofitable supply
relationships with GM.  After studying the deteriorating financial
health of their U.S. operations, the Debtors identified 21
operational sites that generate significant, and increasing,
operating losses.  The sites, which primarily produce parts for GM
vehicles, are projected to generate $2.1 billion in operating
losses in 2006.

Based in Troy, Mich., Delphi Corporation --http://www.delphi.com/  
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.  
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DIASYS CORP: Balance Sheet Upside-Down by $1.2 Million at March 31
------------------------------------------------------------------
DiaSys Corporation incurred a $348,879 net loss on $392,575 in
revenues for the quarter ending March 31, 2006, the Company
reported in a Form 10-QSB filed with the U.S. Securities and
Exchange Commission.

As of March 31, 2006, the Company's balance sheet reported
$2,436,929 in assets.  The Company's equity deficit narrowed
to $1,208,903 at March 31, 2006, from a $1,475,061 deficit at
June 30, 2005.

                        Going Concern Doubt

The Company's auditor, Deloitte & Touche LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ending June 30, 2005.

Deloitte & Touche pointed to the Company's recurring losses from
operations, negative working capital, and accumulated deficit
raise substantial doubt.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?bb3

DiaSys Corporation designs, develops, manufactures and distributes
propriety workstation-instruments, consumables, reagents and
specialized test kits to hospital, clinical and private physician
laboratories worldwide.


EAST CAMERON: S&P Puts Junk Rating on $165 Million Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC+'
rating to East Cameron Gas Co.'s (as trustee for East Cameron Gas
Co. Sukuk Trust) $165.67 million investment trust certificates.  

The investment trust certificates represent the first future flow
securitization backed by overriding royalty interests in the form
of Sukuk.  It is also the first Islamic finance securitization to
be rated by Standard & Poor's.

The preliminary rating reflects the credit enhancement available
in the form of overcollateralization through production coverage,
price hedge and off-take agreements, and reserve accounts.

The preliminary rating reflects these characteristics of the
transaction's structure:

   -- The credit enhancement available in the form of
      overcollateralization of production coverage;

   -- A reserve account to be opened by the purchaser special-
      purpose vehicle and held by Deutsche Bank AG ('AA-'), of
      which an amount equal to US$9.5 million (six months' return
      and expenses) will be credited from the proceeds on the
      closing date;

   -- An earnout account, to be held as an escrow account at
      Deutsche Bank, into which the purchaser SPV will deposit
      $38.28 million on the closing date.  The originator will be
      entitled to have amounts in the earnout account disbursed to
      it from time to time as it performs its obligations under
      the development plan;

   -- The ECP Opex Account, an escrow account to be held at
      Deutsche Bank, into which $5 million of the proceeds will be
      deposited by the originator (East Cameron Partners L.P.) on
      the closing date;

   -- The royalty subordination account, an escrow account to be
      held at Deutsche Bank, into which 50% of the ORRI allocated
      to two additional parties will be pledged to fund this
      account until it reaches US$3 million.  Both Opex accounts
      will be used by ECP to support ongoing operating expenses
      associated with the property;

   -- The engagement of Production Management Industries LLC as
      back-up operator if the originator fails to operate the
      properties adequately;

   -- The hedge agreement to be entered into by Merrill Lynch
      Commodities Inc., supported by Merrill Lynch & Co. Inc.
      ('A+') and ECP, and subsequently novated to the purchaser
      SPV at closing.  The hedge mitigates price risk for a set
      volume of gas production from 2007-2010.  Any payments owed
      by the purchaser SPV to the hedge counterparty are covered
      by a guarantee from Merrill Lynch Credit Products LLC up to
      $12 million; and

   -- The gas production off-taker is Cedar Gas Co., which has the
      benefit of a back-up off-take agreement from Merrill Lynch
      Commodities Inc., guaranteed by Merrill Lynch & Co. Inc.
      ('A+').  Gas production accounts for approximately 93% of
      total hydrocarbons produced by the field.  The oil
      condensate off-taker is Shell Trading (U.S.) Co.  The sale
      proceeds from the gas and oil condensate after appropriate
      allocations constitute the ORRI.

Standard & Poor's preliminary rating on the certificates solely
addresses the likelihood of scheduled payments of Sukuk return
and redemption.  The rating does not address the ability of
certificate-holders to receive the residual return.  The
certificates will have a fixed quarterly return of 11.25%, and
the redemption, including payment of residual return, will be by
July 2019.

Standard & Poor's based its credit rating opinion on Sukuk
transactions' compliance with applicable commercial law, and the
rating, therefore, does not reflect the compliance of the
transaction with Shari'a law.

Standard & Poor's will review a true-sale opinion, a non-
consolidation opinion addressing the risk of substantive
consolidation of the assets and liabilities of the seller and the
trust, and other applicable opinions, addressing the sale of the
ORRI from ECP (the originator) to the purchaser SPV.
     
East Cameron Gas Co., a special-purpose vehicle, will take the
certificate proceeds and advance them to Louisiana Offshore
Holdings LLC (purchaser SPV) to purchase the ORRI over the
properties from ECP.  ECP, the originator, is an independent oil
and gas exploration and production company with leasehold
interests in a natural gas and condensate field in U.S. federal
waters.  The field is located 20 miles off the shores of
Louisiana.  Merrill Lynch International is sole bookrunner, and
Merrill Lynch International and Bemo Securitisation SAL are co-
arrangers of the transaction.


EDWARD CAIN: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Edward Lee Cain, Jr.
        9100 Prestwick Club Drive
        Duluth, Georgia 30097

Bankruptcy Case No.: 06-67062

Chapter 11 Petition Date: June 20, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
First Coastal Bank, N.A.          Judgment/Loan        $1,105,597
1644 West Redondo Beach
Boulevard
Gardena, CA 90247-0029

Jerry Franks                      Loan                   $125,000
1885 Kingsbury
Prestcott, AZ 86305

Mercedes-Benz Credit              Auto Lease              $60,042
P.O. Box 685
Roanoke, TX 76262

Chase Leasing                     Auto Lease              $59,224

Victor & Victor                   Legal Fees              $34,082

Nations, Toman & McKnight LLP     Legal Fees              $25,507

United Mileage Plus MasterCard                            $24,839

Bank of America Visa                                       $5,497


ENTERGY NEW ORLEANS: Committee Wants FTI's Payment Terms Modified
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Entergy
New Orleans Inc.'s chapter 11 case, asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to modify the terms of FTI
Consulting, Inc.'s compensation to allow the fee caps from January
2006 through July 2006 to be cumulative.

The Court's order approving the Committee's continued retention of
FTI provides that the firm's compensation is capped at $100,000
for the month of January 2006 and at $75,000 for all subsequent
months, plus reimbursement of actual and necessary expenses.

The Committee relates that the fees incurred by FTI for 2006 have
been:

        Month           Fee Cap       Fees Incurred
        -----           -------       -------------
        January        $100,000            $15,050
        February         75,000             50,923
        March            75,000             83,734
        April            75,000            126,487

Although FTI was authorized to receive up to $325,000 for the
months of January through April, FTI billed only $276,194, Carey
L. Menasco, Esq., at Liskow & Lewis, APLC, in New Orleans,
Louisiana, points out.

Ms. Menasco explains that the monthly caps that were proposed by
FTI and the Committee were based on the firm's projected workload,
which in turn was based on discussions with Entergy New Orleans,
Inc., in late December 2005 and early January 2006 and the
Debtor's anticipated responses to the Committee's informal
discovery requests.

However, because ENOI has not produced documents within the
anticipated time frame, the work FTI anticipated performing in
January and February 2006 had to be postponed and compressed into
later months, Ms. Menasco relates.  Similarly, there has not been
any substantive discussion on a plan of reorganization in the
Debtor's bankruptcy case, she adds.

Because much of FTI's projected workload involved the analysis of
transactions among ENOI, its parent and affiliates, the firm
anticipates that it will be caught up with its workload by the end
of July 2006, when the Debtor's motions to authorize prepetition
payments made to certain affiliates are scheduled for hearing.

If the Court refuses to make the caps cumulative for the months of
January to July 2006, FTI will be required to write off a minimum
of $60,221 of its fees, Ms. Menasco avers.

On the other hand, ENOI, according to Ms. Menasco, will not be
prejudiced if the caps are considered cumulative for the months of
January to July 2006 because it has budgeted the full amount of
the caps for the payment of FTI's fees during the period.

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. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Wants to Hire BMC Group as Claims Agent
------------------------------------------------------------
Entergy New Orleans, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's authority to employ BMC Groups,
Inc., as its claims reconciliation agent pursuant to Section
327(a) of the Bankruptcy Code.

BMC's employment will expedite service of notices, streamline the
claims administration and reconciliation process and permit the
Debtor to focus efficiently on its reorganization efforts, Tara
G. Richards, Esq., at Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P., in New Orleans, Louisiana, tells the Court.

BMC will:

   (1) prepare and serve required notices in the Debtor's Chapter
       11 case, including notices of claims bar date and
       objection to claims, notices of hearings on a disclosure
       statement and confirmation of a plan of reorganization and
       other miscellaneous notices as the Debtor or the Court may
       deem appropriate and necessary;

   (2) assist with the publication of required notices;

   (3) prepare for filing with the Bankruptcy Clerk's office an
       affidavit of service that includes a copy of the notice
       served, an alphabetical list of persons on which the
       notice was served and the date and manner of service;

   (4) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots and other claims processing, noticing, balloting
       and administrative services required by the Debtor; and

   (5) assist the Debtor in:

         -- maintaining the master list of creditors;

         -- gathering data in conjunction with the preparation of
            the Debtor's schedule of assets and liabilities and
            statements of financial affairs;

         -- tracking and administration of claims; and

         -- performing other administrative tasks related to the
            Debtor's Chapter 11 case.

ENOI will pay BMC's standard prices for its services, expenses and
supplies.  The BMC professionals' standard rates are:

      Professional                 Hourly Rate
      ------------                 -----------
      Seniors and Principals       $205 - $300
      Consultants                  $110 - $195
      Case Support                  $65 - $110
      Call Center and Data Entry       $45

ENOI will also pay BMC for any necessarily incurred out-of-pocket
expenses for transportation, lodging, meals and related items.

Tinamarie Fiel, vice president of BMC Group, assures the Court
that the firm does not represent any interest adverse to the
Debtor and its estate.  BMC is a disinterested person as that term
is defined in Section 101(14) of the Bankruptcy Code, and as
modified by Section 1107(b).

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. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EQUISTAR CHEMICAL: Moody's Lifts Rating on Sr. Unsec. Bonds to B1
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of Lyondell Chemical
Company and Equistar Chemicals LP due to the substantial debt
reduction over the past two years at the combined company and the
likelihood that the company will be able to achieve its $3 billion
debt reduction target by the end of 2007.

Moody's also affirmed the B1 ratings of Millennium Chemicals Inc.
and Lyondell's SGL-2 speculative grade liquidity rating, and
assigned corporate family ratings to both Equistar and Millennium.  
Moody's assigned CFR ratings to Equistar and Millennium to provide
greater transparency.  Additionally, the rating outlook for all
three companies was changed to developing due to the potential
sale of the Lyondell-CITGO Refining LP
joint venture.  Management has stated that it intends to utilize
proceeds from this divestiture to further reduce debt.  These
actions conclude the review which began on May 5, 2006.

Upgrades:

Issuer: Equistar Chemicals, LP

   * Senior Unsecured Regular Bond/Debenture,
     Upgraded to B1 from B2

Issuer: Lyondell Chemical Company

   * Corporate Family Rating, Upgraded to Ba3 from B1

   * Junior Subordinated Shelf, Upgraded to a range of (P)B2 to
     (P)B1 from a range of (P)B3 to (P)B2

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

   * Senior Secured Regular Bond/Debenture, Upgraded to
     Ba3 from B1

   * Senior Secured Shelf, Upgraded to (P)Ba2 from (P)Ba3

   * Senior Subordinated Regular Bond/Debenture, Upgraded
     to B2 from B3

   * Senior Subordinated Shelf, Upgraded to (P)B1 from (P)B2

   * Senior Unsecured Medium-Term Note Program, Upgraded to B1
     from B2

   * Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B2

   * Senior Unsecured Shelf, Upgraded to (P)Ba3 from (P)B1

   * Subordinated Shelf, Upgraded to (P)B1 from (P)B2

Issuer: Lyondell Chemical Worldwide, Inc.

   * Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
     from B1

Issuer: Lyondell Trust I

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: Lyondell Trust II

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: Lyondell Trust III

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Reinstatements:

Issuer: Equistar Chemicals, LP

   * Corporate Family Rating, Reinstated to Ba3

Issuer: Millennium Chemicals Inc.

   * Corporate Family Rating, Reinstated to Ba3

Outlook Actions:

Issuer: Equistar Chemicals, LP

   * Outlook, Changed To Developing From Rating Under Review

Issuer: Lyondell Chemical Company

   * Outlook, Changed To Developing From Rating Under Review

Issuer: Lyondell Chemical Worldwide, Inc.

   * Outlook, Changed To Developing From Rating Under Review

Issuer: Millennium America Inc.

   * Outlook, Changed To Developing From Stable

Issuer: Millennium Chemicals Inc.

   * Outlook, Changed To Developing From Stable

Lyondell's Ba3 ratings reflect the significant volatility in
earnings and cash flow due to the commodity nature of the
company's products and its exposure to volatile petroleum and
petrochemical feedstocks, substantial fixed charges for a cyclical
company, significant non-debt obligations and elevated capital
expenditures in 2006 and into 2007 required to meet regulatory
requirements.  The ratings are supported by a fairly diverse
business portfolio including the operations of Equistar and
Millennium, leading market shares in several commodity
petrochemicals, plastics and titanium dioxide, solid financial
metrics and significant free cash flow at this point in the cycle
and management's ongoing dedication to debt reduction.

The developing outlook reflects the potential for further debt
reduction over the next six to 12 months if management is able to
successfully divest its stake in LCR.  If Lyondell is able to
reduce debt by an additional $1.5 billion, Moody's could raise the
company's ratings by another notch. It is unlikely that Moody's
would raise the company's ratings by more than one notch, unless
debt reduction exceded Moody's current estimate.

Moody's noted that the divestiture of LCR is not a certainty and
that joint ventures are more difficult to divest, especially when
one partner has a greater interest in the value of the output of
the venture.  Moody's also noted that the ratings of Millennium
Chemicals Inc.  may not track upward with the ratings of Lyondell
and Equistar due to potential lead paint liabilities at a former
subsidiary.  Moody's will need to receive additional information
on this issue prior to any further changes to Millennium's
ratings.

Lyondell's speculative grade liquidity rating of SGL-2 reflects
the decline in cash balances and the potential need to access its
credit facilities or refinance debt maturities in 2007 and 2008.
The combined company has ample liquidity to handle these
maturities due to access to $1.6 billion in credit facilities and
the lack of restrictions on Equistar's ability to make dividends
to Lyondell over the forecast period.

The company's credit facilities include an undrawn $475 million
secured credit facility at Lyondell due in 2009, a $600 million
accounts receivable and $400 million inventory-based credit
facility at Equistar due in 2010, and a $125 million secured
credit facility at Millennium due in 2010.  Availability under
Lyondell's facility at March 31, 2006 was $398 million due to $77
million of letters of credit.  Availability under Equistar's
facilities was $708 million due to $225 million of borrowing under
the accounts receivable facility, a $50 million reserve and
borrowing base limitations.  Millennium had $97 million of
availability due to outstanding letters of credit.  Lyondell also
has access to a $150 million accounts receivable program with
roughly $85 million of availability.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures propylene oxide, co-product stryene, MTBE and
butanediol, as well as numerous other derivative chemicals.  Both
Equistar Chemicals LP and Millennium Chemicals Inc. are wholly
owned subsidiaries of Lyondell.  Equistar is a leading North
American producer of commodity petrochemicals and plastics.
Millennium Chemicals is among the largest global producers of
titanium dioxide pigments and acetyls.  Lyondell also participates
in a refinery joint venture with CITGO Petroleum Corporation -
Lyondell-CITGO Refining Company Ltd.  LCR is a refiner that has
the unique ability to process 100% heavy sour crude oil from
Venezuela.  These combined entities reported revenues of nearly
$24 billion for the LTM dated March 31, 2006.


EVERGREEN HOLDINGS: PwC Expresses Going Concern Doubt
-----------------------------------------------------
PricewaterhouseCoopers LLP, in Portland, Oregon, raised
substantial doubt about Evergreen Holding, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Feb. 28,
2006.  The auditor pointed to the Company's failure to comply with
existing debt covenants which would make the Company's debts
callable.

PricewaterhouseCoopers added that the Company has historically had
violations of certain debt covenants.

The Company explains that all of their assets are pledged as
collateral under various debt agreements.  An issuance of
$215 million of 12% senior second secured notes, and a $100
million, three-year senior secured credit facility financing
agreement both contain cross-default provisions wherein certain
events of default under one or more of their debt obligations will
result in an event of default under either or both of these long-
term financing agreements.

In the event that the Company is unable to cure these defaults or
obtain waivers with respect to the defaults, the Company is at
risk that their payment obligations under both credit agreements
will be accelerated, forcing the Company to either obtain
alternative financing or seek legal protection from their
creditors.

The Company earned $26,104,000 in net profit on $757,690,000 of
total revenues for the year ended Feb. 28, 2006.

At Feb. 28, 2006, the Company's balance sheet showed $733,665,000
in total assets and $521,874,000 in total liabilities, resulting
in a $209,716,000 stockholders' equity.

A full-text copy of the Company's 2006 Annual Report is available
for free at http://researcharchives.com/t/s?b0c

                    About Evergreen Holdings

Based in McMinnville, Oregon, Evergreen Holdings, Inc. --
http://www.evergreenaviation.com/-- provides integrated air cargo  
transportation and aviation support services. It is the parent
company of Evergreen International Aviation, Inc.  The companies
and their consolidated subsidiaries provide global air cargo
shipping, ground handling and logistics services, helicopter
transportation services, small aircraft charters, and aircraft
maintenance and repair services.


EXIDE TECHNOLOGIES: Delays Filing of 2005 Annual Report
-------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) discloses that wasn't able to
file its Annual Report on Form 10-K with the Securities and
Exchange Commission on the prescribed deadline of June 14, 2006.

The delay in filing is due, in part, to the late identification of
out of period deferred tax benefits.  These tax-related items will
have no impact on the Company's adjusted EBITDA calculations under
its senior credit facility.

The identification of out of period tax benefits has also impacted
the timing of the completion of the Company's final assessment of
its internal control environment as required by the Sarbanes-Oxley
Act and will result in a restatement of the Company's prior years'
results to reflect the allocation of deferred tax benefits to the
appropriate periods.  The Company's previously issued financial
statements for these periods should no longer be relied upon.

Consequently, the Company also postponed its conference call to
discuss the 2006 results, previously scheduled for June 15, 2006,
until it has filed its Form 10-K.  The Company will file with the
SEC a Form 12b-25 notice of late filing with details regarding the
delay and related matters.  It is expected that the Company's 10-K
will again in 2006 contain a going concern qualification in the
audit opinion and will again likely disclose one or more material
weaknesses in internal controls, including one related to taxes.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- is a worldwide  
manufacturer and distributor of lead acid batteries and other
related electrical energy storage products and has operations in
89 countries.  The Company filed for chapter 11 protection on
Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  Matthew N.
Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis,
represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  
On April 14, 2002, the Debtors listed $2,073,238,000 in assets
and $2,524,448,000 in debts.


EXTENDICARE HEALTH: Parent's Reorganization Cues S&P's Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
Extendicare Health Services Inc., including the 'BB-' corporate
credit rating, on CreditWatch with negative implications.  This
follows the announcement of a reorganization of the parent
company, Extendicare Inc., into a Canadian REIT, and the spin-off
of all of Extendicare's assisted living businesses into a new,
separate public company.

"We believe that the result of this reorganization, including the
loss of its assisted living operations, could weaken both EHSI's
business and financial positions," notes Standard & Poor's credit
analyst David Peknay.

EHSI's assisted living operations were bolstered by the
acquisition of Assisted Living Concepts in early 2005.  This
acquisition expanded the company's services, and reduced its
dependence on government revenues because it is mostly a private
pay business.  EHSI's assisted living operations generate an
estimated 25% of its EBITDA.  The loss of this business will
lessen the company's business diversity and could weaken its
business risk profile due to the consequent larger dependency on
government payors.

Standard & Poor's believes that the combination of the loss of
this business, coupled with the costs that will be incurred by
such a transaction, will likely weaken the company's financial
profile.  Resolution of the CreditWatch listing will require a
more comprehensive analysis of the transaction and its impact on
EHSI.

EHSI operates about 350 nursing homes and assisted living
facilities in 19 states.


FAMILY HOME: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Family Home & Garden, Inc.
        550 Corporate Center Drive
        Raleigh, North Carolina 27607

Bankruptcy Case No.: 06-00890

Type of Business: The Debtor sells lawn and garden products
                  for home interior and exterior design.  
                  See http://www.familyhomeandgarden.com/

                  The Debtor's affiliate, Horne Commercial
                  Properties, Inc., filed for chapter 11
                  protection on May 26, 2006 (Bankr. E.D. N.C.
                  Case No. 06-00770).

Chapter 11 Petition Date: June 19, 2006

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  P.O. Box 911
                  Raleigh, North Carolina 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009

Total Assets:   $773,206

Total Debts:  $3,330,995

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Southern States                  Inventory and         $627,898
Cooperative, Inc.                Receivables
c/o Luther Starling
P.O. Drawer 1960
Smithfield, NC 27577

Commercial Pine Straw                                  $257,754
550 Corporate Center Drive
Raleigh, NC 27607

Ray Vincent Pine Straw                                 $152,509
26644 State Road 247
Branford, FL 32008

Reggie Barnes                                          $150,000

Small Business Admin.                                   $78,960

Lee Farms                                               $73,402

Evelyn Sumner                                           $70,000

Barbara Byrd                                            $70,000

First Bank                                              $60,000

Budd Seed                                               $46,882

Southern Importers                                      $41,871

MBNA America                                            $32,353

Gerson International                                    $30,852

Ann Davenport                                           $30,000

Bissette Farm Supply                                    $28,893

State Farmers Market                                    $26,343

Invesco Trust                                           $24,770

Midwest of Cannon Falls                                 $22,887

N.C. Department of Agriculture                          $21,079

AT&T Universal Card                                     $18,071


FIRST ASSURED: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: First Assured Warranty Corporation
        dba 1SourceAutoWarranty.com
        dba First Warranty Corporation
        9249 South Broadway, Suite #200-320
        Highlands Ranch, Colorado 80129

Bankruptcy Case No.: 06-13669

Type of Business: The Debtor offers extended car
                  warranty programs and services.

Chapter 11 Petition Date: June 16, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Douglas W. Jessop, Esq.
                  Jessop & Company, P.C.
                  303 East 17th Avenue, Suite 930
                  Denver, Coloradi 80203
                  Tel: (303) 860-7700
                  Fax: (303) 860-7233

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Holden Investments, Inc.         Loan                   $51,000
969 Hillsboro Mile
Hillsboro Beach, FL 33062

American Express                 Credit Card            Unknown
P.O. Box 297812
Fort Lauderdale, FL 33329-7812

Mepco Insurance Premium          Contract               Unknown
Financing, Inc.
174 North Michigan Avenue
Chicago, IL 60601

Ralph Holden                                            Unknown
969 Hillsboro Mile
Hillsboro Beach, FL 33062

Ropers, Majeski                  Legal Services         Unknown
Kohn & Bentley
80 North First Street
San Jose, CA 95113

State of California                                     Unknown
Insurance Commissioner
Legal Division
45 Fremont Street
San Francisco, CA 94105

State of Hawaii                                         Unknown
Insurance Commissioner
Insurance Division
335 Merchant Street, Room 213
P.O. Box 3614
Honolulu, HI 96811

The Colorado Bank and            Credit Card            Unknown
Trust Company
301 Colorado Avenue
La Junta, CO 81050

The Realty Associates            Rent                   Unknown
Fund IV, LP
28 State Street, 10th Floor
Boston, MA 02109


FORD MOTOR: Report Says Co. Will Invest $9.2 Billion in Mexico
--------------------------------------------------------------
Ford Motor Co. will invest $9.2 billion in Mexico to leverage
its low operating costs in the country, Reuters reports, citing
the Oakland Press.  The investment could potentially create up
to 150,000 jobs in the country over a six-year period.

Ford Motor has been slashing jobs and planning plant closures in
the United States in its effort to return its North American
operations to profitability.  The automaker faces rising costs
and decling market share in the United States.

Ford spokesman Oscar Suris said the Mexico investment news is
"speculative" when asked by Reuters.

Oakland Press said it got the information from a document given
to it by an unnamed Ford employee.  The newspaper added that a
second source vouched for the authenticity of the information.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- is the world's third largest automobile
manufacturer.  The Company manufactures and distributes
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                        *    *    *

As reported in the Troubled Company Reporter on June 12, 2006,
Fitch downgraded long-term ratings for both Ford Motor Company and
Ford Motor Credit Company with a Negative Rating Outlook, and
assigned these Recovery Ratings:

  Ford:

    -- Issuer Default Rating to 'B+' from 'BB'
    -- Senior unsecured to 'BB-/RR3' from 'BB'

  FMCC:

    -- Issuer Default Rating to 'B+' from 'BB'

Fitch also affirms FMCC's senior unsecured debt at 'BB/RR2'.

As reported in the Troubled Company Reporter on May 31, 2006,
Standard & Poor's Ratings Services placed its ratings on nine U.S.
single-issue synthetic ABS transactions related to Ford Motor Co.
(Ford; BB-/Watch Neg/B-2) and Ford Motor Credit Co. (Ford Credit;
BB-/Watch Neg/B-2) on CreditWatch with negative implications.

The May 25, 2006, placement of the ratings on Ford, Ford Credit,
and all related entities on CreditWatch with negative
implications does not have any immediate rating impact on the
Ford-related ABS supported by collateral pools of consumer auto
loans or auto wholesale loans.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered its ratings on Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1).  The
rating outlook for Ford Motor is negative.


FORD MOTOR: Expects Up to 11,000 Workers to Accept Buyout Offers
----------------------------------------------------------------
Ford Motor Co. expects 10,000 to 11,000 of its hourly workers to
accept early retirement and buyout offers by December, CNN Money
reports.  These hourly workers are members of the United Auto
Workers union.

Ford Motors, as like General Motors Corporation, is offering
buyout packages, including a $100,000 severance payment and a
tuition reimbursement program, as part of its move to cut labor
costs and improve profitability.   The Company also plans to close
14 plants by 2012 and retrench 30,000 blue-collar workers to turn.

On June 1, around 4,900 workers have accepted buyouts, Ford
spokeswoman Marcey Evans told CNN Money.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- is the world's third largest automobile
manufacturer.  The Company manufactures and distributes
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on June 12, 2006,
Fitch downgraded long-term ratings for both Ford Motor Company and
Ford Motor Credit Company with a Negative Rating Outlook, and
assigned these Recovery Ratings:

  Ford:

    -- Issuer Default Rating to 'B+' from 'BB'
    -- Senior unsecured to 'BB-/RR3' from 'BB'

  FMCC:

    -- Issuer Default Rating to 'B+' from 'BB'

Fitch also affirms FMCC's senior unsecured debt at 'BB/RR2'.

As reported in the Troubled Company Reporter on May 31, 2006,
Standard & Poor's Ratings Services placed its ratings on nine U.S.
single-issue synthetic ABS transactions related to Ford Motor Co.
(Ford; BB-/Watch Neg/B-2) and Ford Motor Credit Co. (Ford Credit;
BB-/Watch Neg/B-2) on CreditWatch with negative implications.

The May 25, 2006, placement of the ratings on Ford, Ford Credit,
and all related entities on CreditWatch with negative
implications does not have any immediate rating impact on the
Ford-related ABS supported by collateral pools of consumer auto
loans or auto wholesale loans.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered its ratings on Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1).  The
rating outlook for Ford Motor is negative.


FOUNDATION COMMUNITY: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Foundation Community Medical Center
                8500 South Figueroa Street
                Los Angeles, California 90003
                Tel: (323) 564-7000

Case Number: 06-12661

Type of Business: The Debtor is a medical services provider.
                  Its affiliate, Southwest Family Dental Office,
                  previously filed for chapter 11 protection on
                  June 5, 2006 (Bankr. C.D. Calif. Case No. 06-
                  12401).

Involuntary Petition Date: June 19, 2006

Chapter: 11

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Petitioner's Counsel: Edgar L. Borne III, Esq.
                      6025 South Verdun Avenue
                      Los Angeles, California 90043
                      Tel: (323) 295-9562
         
   Petitioner                    Nature of Claim   Claim Amount
   ----------                    ---------------   ------------
501(C)3 Outsourcing              Oral Agreement         $15,490
Foundation Inc.                  for Donation
Gotha B. Green, V.P.             Pledge
5424 South Crenshaw Boulevard
Los Angeles, California 90043


GENELINK INC: Balance Sheet Upside-Down by $792,975 at March 31
---------------------------------------------------------------
GeneLink, Inc., reported a $229,491 net loss on $47,711 of
revenues for the quarter ending March 31, 2006, the Company
disclosed on Form 10-QSB filed with the U.S. Securities and
Exchange Commission.

As of March 31, 2006, the Company's balance sheet reported assets
amounting to $461,292 and liabilities aggregating $1,254,267.  The
Company's equity deficit widened to $792,975 as of March 31, 2006,
from a $612,603 deficit at Dec. 31, 2005.

                        Going Concern Doubt

Buckno, Lisicky & Company, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's 2005 financial
statements.  Buckno Lisicky pointed to the Company's recurring
losses from operations and net capital deficiency.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?bb9

GeneLink, Inc., is a bioscience company and was organized to offer
to the public the safe collection and preservation of a family's
DNA material for later use by the family to identify and
potentially prevent inherited diseases.  More recently the Company
has created a breakthrough methodology for SNP (single nucleotide
polymorphism)-based genetic profiling (patents issued and pending)
and intends to market and out-license these proprietary
assessments to companies that manufacture or market to the
nutraceutical, personal care, skin care and weight-loss
industries.


GENERAL MOTORS: Moody's Rates Proposed $4.5 Bil. Facility at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.

The downgrade of the unsecured rating concludes a review that was
initiated on May 5th when GM announced the possibility of granting
security to its bank lenders.

The ratings of General Motors Acceptance Corporation, and
Residential Capital Corporation are unaffected.

The assignment of a B2 rating to the secured credit facility
reflects Moody's view that the borrowing base provisions of the
proposed facility, in combination with the assets upon which
lenders will have a first priority lien, would afford secured bank
lenders with materially improved asset protection and recovery
prospects relative to unsecured lenders.  Assets included in the
security package include certain US receivables and inventory,
certain Canadian receivables and inventory, certain Canadian
property plant and equipment, and 65% of the shares of
Controladora GM -- the parent company of GM's profitable Mexican
operation General Motors de Mexico.

The downgrade of the unsecured debt reflects the diminution in the
asset coverage that would be available to this class of creditors
as a result of the granting of security to certain bank lenders.  
Moody's notes that under the terms of the proposed amendment and
extension, lenders who vote in favor of the amendment will receive
security in exchange for extending the maturity of their
commitment to 2011, while lenders not voting in favor of the
amendment will retain the original maturity date of June, 2008 but
will remain unsecured.  The rating agency said that any unsecured
tranches of the credit facility would be rated Caa1, equivalent
with the company's other unsecured debt.

The affirmation of GM's B3 corporate family rating reflects
Moody's view that the granting of security to its bank lenders
does not fundamentally alter the company's overall credit risk or
expected loss profile.  Rather, with expected loss representing
the probability of default times the degree of loss experienced in
the event of default, the granting of security represents a
redistribution of the loss-given-default component among secured
and unsecured lenders.

Moody's plans to supplement its traditional assessment of expected
loss with a proposed Loss-Given-Default Methodology for which a
request for comment was circulated during January 2006.   Research
by Moody's suggests that the realized credit losses on loans have
tended to be lower than losses on similarly rated bonds.  Moody's
research further suggests that the application of a rigorous
estimation model for LGD could support a higher degree of up-
notching for bank facilities than has been the case with Moody's
traditional notching methodology which ascribes considerable
importance to asset coverage.  Upon the implementation of its LGD
methodology, Moody's will adjust the ratings of GM's secured
credit facility accordingly.

GM's negative outlook reflects the considerable
near-and-intermediate-term operating challenges the company
continues to face.  These include achieving a successful
reorganization of Delphi, completing the sale of a majority
interest in General Motors Acceptance Corporation, stemming its
share loss in North America, and achieving a 2007 UAW contract
that affords material relief from its current health care
obligations and jobs bank program.

Ensuring adequate liquidity is a critical element in GM's strategy
for contending with these operational challenges.  The company's
sizable liquidity position of approximately $22 billion in cash
and short-term VEBA could benefit from the $10 billion in up front
proceeds from the GMAC sale and from establishing an accessible
credit facility of up to $4.5 billion.

"The recent extension of the GM-Delphi buyout program helps to
lessen the likelihood of a strike at Delphi and is a modestly
positive development on the operational side.  Similarly, the
company's ability to put an accessible credit facility in place
would be a modest enhancement of its liquidity profile," said
Bruce Clark, a senior vice president with Moody's.

Despite these potentially positive developments, GM continues to
face formidable intermediate-term challenges.

"GM still has a long road ahead of it and there isn't much
likelihood of positive movement in the rating until the company
can stem its loss in market share, show that it can preserve the
profitability of its new line of large trucks and SUVs, achieve a
viable UAW contract in 2007, and get on track for generating
positive free cash flow for 2007," Clark said.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest automotive manufacturer.


GENERAL MOTORS: S&P Rates Proposed $4.48 Bil. Bank Facility at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed $4.48 billion senior
bank facility, expiring 2011, with a recovery rating of '1'.

The bank loan is rated one notch higher than the corporate credit
rating.  This and the '1' recovery rating indicate that lenders
can expect full recovery of principal in the event of a payment
default.

At the same time, Standard & Poor's lowered its senior unsecured
debt rating on GM to 'B-' from 'B'.  The downgrade of the
unsecured debt stems from the pending secured bank transaction,
which disadvantages the unsecured debt.  All ratings on GM,
including the 'B+' bank loan rating -- but excluding the '1'
recovery rating -- are on CreditWatch with negative implications.

The new secured facility provides the company with approximately
the same size bank facility as its existing $5.6 billion facility,
but with more certain access and a longer maturity.  Unlike the
previous unsecured facility, we would expect GM to borrow from
time to time under the new revolving credit facility for operating
needs.  S&P estimates that the absolute recovery prospects for the
unsecured creditors is in the mid-50% area.  In addition, the
disadvantage to the unsecured debtholders is reflected by priority
claims to adjusted assets in the low 20% area.

S&P expects GM's ratings to remain on CreditWatch for several more
months.  Court hearings on Delphi Corp.'s motion to reject its
labor contracts have now been adjourned until Aug. 11, and
hearings on Delphi's request to reject unprofitable supply
contracts with GM have been postponed also until Aug. 11.

S&P expects negotiations between Delphi, the United Auto Workers,
and GM to continue, however.  Still, S&P could lower GM's ratings
at any time if evolving events at Delphi warrant -- and an interim
downgrade is possible prior to resolution of the CreditWatch.
Although the proposed bank facility is considered an incremental
positive for GM's liquidity, even prior to establishment of the
new bank facility, S&P believes GM's liquidity should remain
adequate to meet near-term funding requirements.

RATINGS LIST

General Motors Corp.

  Corporate credit rating           B/Watch Neg/B-3

Rating Assigned

  $4.48 billion secured bank loan   B+/Watch Neg
  Recovery rating                   1

Rating Lowered                      To            From

  Senior unsecured debt             B-/Watch Neg  B/Watch Neg

Ratings Remaining On CreditWatch With Negative Implications

  Corporate credit rating           B/Watch Neg
  Short-term rating                 B-3/Watch Neg


GENERAL NUTRITION: Sales Recovery Prompts Moody's Stable Outlook
----------------------------------------------------------------
Moody's Investors Service improved the rating outlook of General
Nutrition Centers, Inc to stable from negative, and affirmed all
ratings.  Revision of the rating outlook is prompted by the sales
recovery since the middle of 2005 and the associated improvements
in financial flexibility and debt protection measures.  Moody's
notes that the company has filed a registration statement for an
initial public offering.

These ratings were affirmed:

   * Senior secured bank loan at B1,

   * $150 million of 8.625% senior notes (2011) at B3,

   * $215 million of 8.5% senior subordinate notes (2010) at
     Caa1, and the

   * Corporate family rating of B2.

GNC's corporate family rating of B2 balances certain qualitative
aspects of the company's franchise that have low investment grade
or high non-investment characteristics against its aggressive
financial policy, weak credit metrics, and revenue vulnerability
to new product introductions.  The company's geographic
diversification and the relative lack of cash flow seasonality
have solidly investment grade scores, while the company's scale
and the relative importance in the intensely competitive segment
of vitamin, mineral, and nutritional supplement retailing have Ba
scores.

Weighting down the overall rating with B characteristics are the
company's aggressive financial policy in which GNC is the indebted
product of a leverage buyout and recently paid a preferred
shareholder dividend and the credit metrics that have remained
weak since the November 2003 leveraged buyout.  Moody's also
believes that the ongoing challenges in matching short-term
consumer preferences also score at the B level.

The stable rating outlook recognizes that the recent negative
trends in sales and operating profit have turned positive, and
that debt protection measures have started to progress to levels
that are appropriate for a B rated credit.  The outlook also
considers Moody's expectation that the company's policy with
respect to uses of discretionary cash flow will be measured, and a
material portion will be applied to balance sheet improvement.

A permanent decline in cash balances or revolving credit facility
availability that would result if free cash flow fell below break-
even, a return to declining store-level operating performance, or
an aggressive financial policy action would cause the ratings to
be lowered.  Financial difficulties at a significant proportion of
franchisees also would negatively impact the ratings.  
Specifically, an increase in debt to EBITDA towards 6.5 times,
EBIT to interest expense falling below 1 time, or free cash flow
to debt falling to break-even would cause ratings to be lowered.

Ratings could eventually move upward if the company establishes a
lengthier track record of sales stability and margin improvement,
the system expands both from new store development and existing
store performance, and if financial flexibility were to
sustainably strengthen such that EBIT coverage of interest expense
approaches 2 times, leverage falls toward 5 times, and Free Cash
to Debt rises to exceeds 5%.

General Nutrition Centers, Inc., with headquarters in Pittsburgh,
Pennsylvania, retails vitamin, mineral, and nutritional supplement
products domestically and internationally through about 5700
company-operated and franchised stores.  Revenue for the four
quarters ending March 31, 2006 was $1.4 billion.


GENERAL NUTRITION: Parent's IPO Prompts S&P's Positive Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on General
Nutrition Centers Inc., including the 'B' corporate credit rating,
on CreditWatch with positive implications.  The placement follows
the S-1 filing with the SEC by parent company GNC Corp. for an IPO
of up to $400 million of its common stock.

Pittsburgh, Pennsylvania-based GNC intends to use about $100
million of the proceeds to redeem its Series A preferred stock,
which is considered as debt for analytical purposes.

"GNC has achieved improvement in its operating performance for the
past two quarters, with solid increases in comparable-store sales
and a recovery of profit margins," said Standard & Poor's credit
analyst Ana Lai.

As such, the completion of the IPO as planned, and a continued
recovery in operating performance are expected to result in a
meaningful improvement in GNC's credit measures.  Total debt to
EBITDA should decline to at least 5x, from about 6x for the 12
months ended March 31, 2006, depending on the use of the balance
of the IPO proceeds.

Standard & Poor's expects to resolve the CreditWatch listing once
the IPO is completed and after meeting with management to evaluate
the company's business and financial strategies and use of
proceeds.


GIARRIZZO LYONS: Chapter 7 Trustee to Auction Assets on June 28
---------------------------------------------------------------
R. Kenneth Barnard, the chapter 7 Trustee overseeing the
liquidation of Giarrizzo Lyons Restaurant, Inc.'s case, will sell
through David R. Maltz & Co., Inc., his proposed Auctioneers, the
Debtor's interest in and to its personal assets, and to the
Debtor's interest in the remainder of its lease property located
at 1879-5 Route 112, Coram, in Long Island, New York.

The auction will be conducted on the same location on June 28,
2006, at 2:00 p.m.  All items are available for viewing at 1:00
p.m. on the day of sale.

Interested buyers may contact:

           David R. Maltz & Co., Inc.
           155 Terminal Drive
           Plainview, New York 11803
           Tel: (516) 349-7022
           Fax: (516) 349-0105

The Trustee has received an offer subject to any better offers
tendered at the public auction sale in the amount of $75,000.  
The Trustee notes that the next acceptable bid must be equal to or
greater than $90,000.

All prospective buyers must make a $25,000 deposit in the form of
check payable to Kenneth Barnard.

Objections to the proposed sale must be filed no later than
June 23, 2006, by 5:00 p.m., with:

        The Clerk of the U.S. Bankruptcy Court
        Eastern District of New York
        Long Island Courthouse
        290 Federal Plaza
        Central Islip, NY 11722

The Hon. Stan Bernstein will convene an objection hearing on
June 27, 2006, 9:30 a.m.

Giarrizzo Lyons Restaurant, Inc., filed for chapter 7 liquidation
on May 12, 2006 (Bankr. S.D.N.Y. Case No. 06-71038).  Robert J
Musso, Esq., at Rosenberg Musso & Weiner LLP, represents the
Debtor.  R. Kenneth Barnard, Esq., at LaMonica, Herbst &
Maniscalco, LLP, serves as the chapter 7 Trustee for the Debtor's
estate.


GILMAN + CIOCIA: Files Amended 2005 Annual Financial Statements
---------------------------------------------------------------
Gilman + Ciocia Inc., filed its amended annual statements for the
fiscal year ended June 30, 2005, with the Securities and Exchange
Commission on June 15, 2006.

The Company reported a $1,825,576 net loss on $56,082,790 of total
revenues for the year ended June 30, 2005.

The Company's June 30, 2005 balance sheet showed $17,135,712 in
total assets and $19,868,059 in total liabilities, resulting in a
$2,732,347 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $5,752,959 in total current assets available to pay
$19,585,635 in total current liabilities due within the next 12
months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?b9d

                   About Gilman + Ciocia

Gilman + Ciocia, Inc. and subsidiaries, provides income tax
preparation and financial planning services to individuals and
businesses.  The Company has six active wholly owned subsidiaries,
Prime Capital Services, Inc. and North Ridge Securities, Inc.,
which are registered broker-dealers pursuant to the provisions of
the Securities Exchange Act of 1934; Prime Financial Services,
Inc. and North Shore Capital Management, Inc., which manage PCS
and North Ridge, respectively, as well as sell life insurance and
fixed annuities; Asset and Financial Planning, Ltd., an asset
management business; and e1040.com, Inc., an internet tax
preparation business.


GOLF MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Golf Management Enterprises, Inc.
        dba Grand Marais Golf Course
        4500 Pocket Road
        East Saint Louis, Illinois 62203

Bankruptcy Case No.: 06-30934

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: June 19, 2006

Court: Southern District of Illinois (East St. Louis)

Debtor's Counsel: Laura K. Grandy, Esq.
                  Mathis Marifian Richter and Grandy Ltd.
                  P.O. Box 307
                  Belleville, Illinois 62222-0307
                  Tel: (618) 234-9800
                  Fax: (618) 234-9786

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Barbara Taylor                   Trade Debts             $657,000
14805 Grantley Drive
Chesterfield, MO 63017

Joe Munie Outdoor Services       Trade Debts             $126,639
1000 Milburn School Road
Caseyville, IL 62206

Illinois Department of           Trade Debts              $98,000
Natural Resources
One Natural Resources Way
Springfield, IL 62701

Internal Revenue Service         Taxes                    $56,000

National City Bank               Trade Debts              $36,000

M & L Foods Inc.                 Trade Debts              $12,000

FS Turf Solutions                Trade Debts              $10,566

Battery Specialists              Trade Debts               $9,753

Erb Equipment                    Trade Debts               $9,370

Richmond North (Titleist)        Trade Debts               $6,600

Illinois Department of           Taxes                     $6,600
Revenue

Vogt Oil                         Trade Debts               $4,017

Bel-O                            Trade Debts               $2,376

Husch & Eppenberger              Trade Debts               $1,311

Mr. J's Ice Company              Trade Debts               $1,239

A-Age Electrical                 Trade Debts                 $800

Ecolab                                                       $706

Athletic World Advertising                                   $330

Carl Weakley                     Trade Debts                 $320

Midwest Wholesale                                            $257


GRANITE BROADCASTING: Harbinger Blocks Planned TV Station Sale
--------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd. filed a lawsuit in
the Court of Chancery of the State of Delaware in New Castle
County, C.A. No. 2205-N, against Granite Broadcasting Corporation,
DS Audible San Francisco, LLC and DS Audible Detroit, LC on June
7, 2006.  Harbinger holds 12-3/4% of the Company's Cumulative
Exchangeable Preferred Stock.

Harbinger alleges that the proposed sales by the Company of TV
Stations KBWB-TV and WDWB-TV to DS Audible pursuant to Asset
Purchase Agreements dated as of May 1, 2006 constituted fraudulent
conveyances under the New York Uniform Fraudulent Conveyance Act
and the California and Michigan Uniform Fraudulent Transfer Acts,
and seeking to have the Delaware Court enjoin the Sales, or if the
Sales occurred, to rescind the Sales, as well as damages.

Also on June 7, 2006, Harbinger filed a petition before the
Federal Communications Commission asking the FCC not to consent to
the transfer of FCC licenses relating to KBWB-TV and WDWB-TV
pending resolution of the Delaware Suit.

Granite says that the Delaware Suit is without merit and on
June 13, 2006, filed a Motion to Dismiss and requested an
expedited hearing.  Additionally, the Company believes the
Petition to Deny is without merit and that Harbinger lacks
standing before the FCC, and on June 12, 2006 the Company filed an
Opposition to Petition to Deny with the FCC.

The Company intends to vigorously defend the Delaware Suit.  While
the Company believes that the Delaware Suit and the Petition to
Deny are without merit, there can be no assurances that the
closings under the Sale Agreements will occur by June 30, 2006,
failing which the Company will be unable to make the $19.7 million
interest payment on its 9-3/4% Senior Secured Notes due 2010 on or
prior to June 30, 2006.

The June 30 deadline is the end of the 30-day grace period for
making the payment under the Indenture governing the Notes, unless
other funds are made available to the Company by June 30, 2006.

                        Bankruptcy Warning

If the interest payment is not timely made, an "Event of Default"
will have occurred under the Indenture governing the Notes which
would permit the Trustee under the Indenture or holders of at
least 25% of the aggregate principal amount of the Notes to
accelerate the due date of the entire $405 million principal
amount of the Notes.  Following such an acceleration, the Trustee
could foreclose on substantially all of the Company's and its
subsidiaries' assets unless the Company and its subsidiaries file
for bankruptcy under Chapter 11 of the Bankruptcy Code.

                    About Granite Broadcasting

Granite Broadcasting Corporation  (OTCBB: GBTVK) owns and
operates, or provides programming, sales and other services to 13
channels in the following 8 markets: San Francisco, California,
Detroit, Michigan, Buffalo, New York, Fresno, California,
Syracuse, New York, Fort Wayne, Indiana, Peoria, Illinois, and
Duluth, Minnesota-Superior, Wisconsin.  The Company's station
group includes affiliates of the NBC, CBS, ABC, WB and UPN
networks, and reaches approximately 6% of all U.S. television
households.

                         *     *     *

Moody's Investors Service lowered Granite Broadcasting
Corporation's corporate family rating to Caa2 from Caa1 and
preferred stock rating to C from Ca following the company's
announcement that it intends to market its two WB affiliate
stations while AM Media Holdings LLC evaluates is interest in
purchasing these assets in light of the likely loss of the WB
affiliation when the network ceases operations in 2006.
Additionally, Moody's affirmed the B3 rating on the company's
senior secured notes.  Moody's said the outlook remains negative.


GREENMAN TECH: Common Stock Delisted in AMEX on June 14
-------------------------------------------------------
The American Stock Exchange delisted GreenMan Technologies, Inc.'s
common stock after the close of trading on June 14, 2006.

The Exchange will proceed with filing an application with the
Securities and Exchange Commission to strike GreenMan's common
stock from listing on the AMEX.

The Exchange's Listing Qualifications Panel affirmed that GreenMan
is not in compliance with AMEX's requirements for continued
listing set forth in Section 1003(a)(ii) of AMEX's Company Guide,
which requires a company to maintain stockholders' equity in
excess of $4,000,000 if it has sustained losses from continuing
operations and net losses in three out of its four most recent
fiscal years.

"While not pleased with the Panel's decision, we accept it and are
proceeding with our efforts to ensure that GreenMan's common stock
is quoted and eligible for trading on the Over-The-Counter
Bulletin Board . . . as soon as practicable thereafter," Chuck
Coppa, GreenMan's Chief Financial Officer, stated.

"We will provide updates on a timely and continual basis to keep
our shareholders informed and facilitate a smooth transition to
our new exchange.

"Our primary focus today remains the implementation of our
previously discussed five-point action plan intended to ensure the
future viability and profitability of GreenMan as well as maximize
the value of our existing core operating assets," Lyle Jensen,
GreenMan's Chief Executive Officer, stated.

                            Financials

As reported in the Troubled Company Reporter on June 6, 2006, the
Company reported a $1,280,501 net loss on $3,911,225 of net
sales for the second fiscal quarter of 2006.

At March 31, 2006, the Company's balance sheet showed $9,582,964
in total assets and $20,955,961 in total liabilities, resulting in
a $11,372,997 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $3,214,205 in total current assets available to pay
$14,788,126 in total current liabilities coming due within the
next 12 months.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 6, 2006, Wolf
& Company, PC, in Boston, Massachusetts, raised substantial
doubt about GreenMan Technologies Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Sept. 30, 2005.  The auditor pointed
to the Company's losses from operations and working capital
deficiency of $8,667,886 at September 30, 2005.

                          About GreenMan

GreenMan Technologies, Inc., markets scrap granular tires in the
United States.   The company's products are used as a tire-derived
fuel used by pulp and paper producers.


HILCORP ENERGY: S&P Rates $200 Million Senior Unsecured Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas exploration and production company Hilcorp
Energy I L.P. to 'B+' from 'BB-', and affirmed its 'B' senior
unsecured debt rating on the company.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' rating to
Hilcorp's $200 million senior unsecured notes due 2018.

Houston, Texas-based Hilcorp had $373 million of balance sheet
debt as of March 31, 2006.

"The rating action in part reflects the financially leveraging
effect of Hilcorp's recent acquisitions of oil and gas producing
properties on the Texas and Louisiana Gulf Coast," said Standard &
Poor's credit analyst Ben Tsocanos.

The company will increase debt considerably in order to fund the
purchase prices, which reflect current high valuations for
reserves.

"Although the properties fit well within Hilcorp's operational and
geographic focus, the high acquisition prices contribute to the
company's rising cost structure," said Mr. Tsocanos.  

"Historically, Hilcorp was able to buy depleted properties at
relatively low prices, somewhat mitigating the cost required for
enhancement and operation."

Standard & Poor's also said that the stable outlook on Hilcorp
reflects the expectation that the company will manage its high
financial leverage incurred to make acquisitions, and will limit
cost increases.


HOLLINGER INC: Wants to Sue Former Directors to Recover Payments
----------------------------------------------------------------
Hollinger Inc.'s board of directors is asking Ontario Superior
Court Judge Colin Campbell to remove part of a severance agreement
that protects the former directors from lawsuits.  The Company
wants to sue the former directors to recover the payments.

The Court approved a $538,744 severance agreement that the Company
inked with its former Chairman Gordon Walker and three other ex-
directors in July 2005.  These executives resigned after
shareholders complained that they were billing the company at
rates equal to C$1.5 million a year.

                        About Hollinger Inc.

Hollinger Inc.'s -- http://www.hollingerinc.com/-- principal
asset is its 66.8% voting and 17.4% equity interest in Hollinger
International, a newspaper publisher with assets, which include
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area.  Hollinger also owns a portfolio of
commercial real estate in Canada.

                   Delinquent Financial Statements

Hollinger Inc. has been unable to file its annual financial
statements, Management's Discussion & Analysis and Annual
Information Form for the years ended Dec. 31, 2003, 2004 and 2005
on a timely basis as required by Canadian securities legislation.
In addition, Hollinger has not filed its interim financial
statements for the fiscal quarters ended March 31, June 30 and
September 30 in each of its 2004 and 2005 fiscal years.

The Company says that its Audit Committee is working with the
auditors, and discussing with regulators, various alternatives to
return its financial reporting requirements to current status.

           Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were:

   (i) placed in receivership pursuant to the Bankruptcy &
       Insolvency Act (Canada) and the Courts of Justice Act
       (Ontario); and

  (ii) granted protection pursuant to the Companies' Creditors
       Arrangement Act (Canada).

Pursuant thereto, RSM Richter Inc. was appointed receiver and
manager of all of the property, assets and undertakings of
Ravelston and RMI.  Ravelston holds 16.5% of the outstanding
Retractable Common Shares of Hollinger.  On May 18, 2005, the
Court further ordered that the Receivership Order and the CCAA
Order be extended to include Argus Corporation Limited and its
five subsidiary companies, which collectively own, directly or
indirectly, 61.8% of the outstanding Retractable Common Shares and
4% of the Series II Preference Shares of Hollinger.  On June 12,
2006, the Court appointed Richter as receiver and manager and
interim receiver of all the property, assets and undertaking of
Argent News Inc., a wholly owned subsidiary of Ravelston.  The
Ravelston Entities own, in aggregate, 78% of the outstanding
Retractable Common Shares and 4% of the Series II Preference
Shares of Hollinger.  The Court has extended the stay of
proceedings against the Ravelston Entities to Sept. 29, 2006.

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter as receiver of all of the
Ravelston Entities' assets (except for certain shares held
directly or indirectly by them, including shares of Hollinger Inc.
and RMI).

                          Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


HOMELAND SECURITY: Balance Sheet Upside-Down by $1.9M at March 31
-----------------------------------------------------------------
Homeland Security Network, Inc., reported a $251,776 net loss on
$3,641 in revenues in the quarter ending March 31, 2006, the
Company disclosed in a Form 10-QSB filed with the Securities and
Exchange Commission.

As of March 31, 2006, the Company reported assets amounting to
$930,469.  The Company's equity deficit widened to $1,918,596 at
March 31, 2006, from a $1,691,820 deficit at Dec. 31, 2005.

                     Going Concert Doubt

The Company's auditor, BKR Cornwell Jackson, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's 2005 financial statements.

BKR Cornwell pointed to the Company's losses from operations,
negative cash flows from operations, and shareholders' deficit.

                    Credit Facility Default

In November 2003, the Company executed a revolving credit facility
in the amount of $10,000,000 with a financial institution that
bore interest at a rate of prime plus 2% and matured in November
2004.  The purpose of the credit facility was to provide funding
for the purchase of automobile finance installment contracts for
sale to banks and credit unions.  The outstanding balance totaling
$166,085 at December 31, 2005 is in default.  The line of credit
is collateralized by automobile finance installment contracts
approximating $44,608.  However, the Company is presently
negotiating revised payment terms with the lender.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?bb2

Homeland Security Network, Inc., provides technology products and
services for tracking and recovering valuable mobile assets.


INDUSTRIAL ENTERPRISES: Buys Regional Auto Products Manufacturer
----------------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB:IEAM) signed a
Letter of Intent to acquire a well-established automotive
aftermarket filler and supplier.  The acquisition target is a
profitable specialty blender, packager and distributor of motor
and lube oils and related automotive aftermarket products based in
the Southeastern United States.  The acquisition is anticipated to
close within 60 days and will effectively double company's
geographical presence in an adjoining market to those presently
serviced by existing operations.

John Mazzuto, Chief Executive Officer of Industrial Enterprises of
America, stated, "This acquisition allows us to enter the
Southeast market immediately and leverage our existing
infrastructure while providing additional capacity for future
growth.  Upon closing, this acquisition will significantly
increase the regional scope of our private label manufacturing,
oil packaging and shipping operations.  Based on the sales results
of the first 90 days of the combination of the Pitt Penn and
Unifide sales forces, we will need the additional capacity within
the next 12 months.  This regional combination will immediately
increase our manufacturing capacity, national distribution, and
purchasing power while growing revenues and net income by at least
20 percent during our 2007 Fiscal Year, which begins on July 1,
2006.  The funds for the acquisition will come from our existing
resources without increasing the number of fully diluted shares."

Headquartered in New York, Industrial Enterprises of America,
Inc., is an automotive aftermarket supplier that specializes in
the sale of anti-freeze, auto fluids, and other automotive
additives & chemicals.  The company has distinct proprietary
brands that collectively serve the retail, professional, and
discount automotive aftermarket channels.

                       Going Concern Doubt

Beckstead and Watts, LLP, in Henderson, Nevada, raised substantial
doubt about Industrial Enterprises' 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 net losses from its inception, and its limited
operations, since the Company has not commenced planned principal
operations.


INNOVATIVE COMM: Inks Settlement with Greenlight & Rural Telephone
------------------------------------------------------------------
Innovative Communication Company, LLC, and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
approve a settlement agreement it entered into with Greenlight
Capital Qualified, L.P., and certain of Greenlight Capital's
affiliates and Rural Telephone Finance Cooperative under seal.  
Judge Judith K. Fitzgerald approved a stipulation entered into by
the parties modifying the automatic stay to pave the way for
implementing the settlement terms.  The Court has not yet approved
the settlement.

The Debtors have been at odds with Greenlight Capital Qualified,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
over the involuntary chapter 11 petitions filed by Greenlight
Capital against them.   Still pending before the Court are the
Debtors' request to:

    * change the bankruptcy venue to U.S. District for the
      District of Virgin Islands;

    * have the Greenlight Capital Entities issue a bond; and

    * have the Court dismiss their cases.

Earlier this year, Greenlight Capital LLC won a $130 million award
in a Delaware securities suit.

Rural Telephone asserted in March 2005 that Innovative
Communication defaulted on its loan.  Rural Telephone is a
consolidated affiliate of National Rural Utilities Cooperative
Finance Corporation.  

As reported in the Troubled Company Reporter on March 31, 2005,
Innovative Communication was required to pay $10,034,876 for a
maturing secured line of credit, including accrued interest, to
Rural Telephone.  Innovative Communication paid $34,876
representing the accrued interest due.  On March 22, 2005, Rural
Telephone notified Innovative Communication in writing that an
event of default had occurred as a result the non-payment of the
$10,000,000 due on its maturing secured line of credit.  

Innovative Communication's asserted then that it was not in
default with its obligations.  Jeffrey J. Prosser, chairman,
president and CEO of Innovative Communication, said.  "These
claims are false and misleading and are the newest links in the
Rural Telephone's chain of predatory conduct for which we have
sued the Rural Telephone."

Innovative Communication believed that Rural Telephone's
management has spearheaded an aggressive litigation and public
disinformation campaign against ICC fueled by false information in
response to Innovative Communication recent investigation into
potentially improper accounting practices and the potential
concealment of tens of millions of dollars of profits.

Rural Telephone once threatened to seize the equity Virgin Islands
Telephone Co., one of Innovative Communication's subsidiary but
was not included in Greenlight Capital's petitions.  A group of
investors holding preferred shares in Vitelco also filed suit to
accelerate $74 million in payments, because of alleged violations
by Vitelco, the Deal reports.

                 About Innovative Communication

Innovative Communication Company, LLC, is a diversified,
telecommunications and media company with extensive holdings
throughout the Caribbean basin.  The company's operations are
in Belize, British Virgin Islands, Guadeloupe, Martinique,
Saint-Martin, Sint Maarten, U.S. Virgin Islands and France and
include local, long distance and cellular telephone companies,
Internet access providers, cable television companies, business
systems, and The Virgin Islands Daily News, a Pulitzer Prize-
winning newspaper.  Management offices are in West Palm Beach,
Florida and headquarters are in Christiansted, St. Croix, U.S.
Virgin Islands.  With more than 1,200 employees, ICC is one of the
largest private employers in Belize and the second largest in the
U.S. Virgin Islands.

Creditors Greenlight Capital Qualified, L.P., Greenlight Capital,
L.P., and Greenlight Capital Offshore, Ltd., holding a $18,780,614
claim against the Company filed an involuntary chapter 11 petition
against Innovative Communication, Emerging Communications, Inc.,
the Company's subsidiary and Jeffrey J. Prosser, the Company's
principal, on February 10, 2006 (Bankr. Del. Case Nos. 06-10133 to
06-10135).  Gregg M. Galardi, Esq., and Thomas J. Allingham II,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the
petitioners.


INTELSAT LTD: Gets FCC's Approval on PanAmSat Holding Merger
------------------------------------------------------------
The Federal Communications Commission approved the merger of
Intelsat Holdings, Ltd., with PanAmSat Holding Corporation.

Upon completion of the transaction, PanAmSat will become an
indirect wholly owned subsidiary of Intelsat.  Post-merger,
PanAmSat and its subsidiaries will continue as separate corporate
entities.  The transaction involves the transfer of control, to
Intelsat, of Commission-issued licenses and authorizations held by
PanAmSat Licensee Corp. and PanAmSat H-2 Licensee Corp., two
subsidiaries of PanAmSat.  The two licensees are authorized to
operate non-common carrier Fixed-Satellite Service (FSS)
satellites using the C- and Ku-bands, as well as numerous non-
common carrier earth stations that transmit and/or receive signals
in those frequency bands.

Intelsat is an FSS operator that owns and operates a global
satellite system providing end-to-end network services to
telecommunications operators, corporate network integrators,
governments, Internet service providers, and broadcasters around
the world.  Intelsat primarily serves the voice, data, and
interconnectivity requirements of telecommunications and
government customers.  PanAmSat is an FSS provider that serves the
video market in North America and Latin America and provides
satellite services elsewhere in the world.  

The transaction was unopposed.  The Commission conditioned its
approval on Intelsat's compliance with certain national security
and law enforcement commitments and undertakings Intelsat made to
the U.S. Department of Justice, including the Federal Bureau of
Investigation, and the U.S. Department of Homeland Security.

                         About PanAmSat

Through its owned and operated fleet of 25 satellites, PanAmSat
Holding Corp. (NYSE: PA) -- http://www.panamsat.com/-- is a   
leading global provider of video, broadcasting and network
distribution and delivery services.  It transmits 1,991 television
channels worldwide and, as such, is the leading carrier of
standard and high-definition signals.  In total, the Company's in-
orbit fleet is capable of reaching over 98 percent of the world's
population through cable television systems, broadcast affiliates,
direct-to-home operators, Internet service providers and
telecommunications companies.  In addition, PanAmSat supports
satellite-based business networks in the U.S., as well as
specialized communications services in remote areas throughout the
world.  

                         About Intelsat

Intelsat, Ltd. - http://www.intelsat.com/-- offers telephony,    
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for high-
quality connections, global reach and reliability.

                         *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Fitch upgraded the Issuer Default Rating for Intelsat to 'B'
from 'B-' pro forma for its pending acquisition of PanAmSat.
The ratings were also removed from Rating Watch Negative, where
they had originally been placed on Aug. 30, 2005.  Fitch said the
Rating Outlook is Stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service affirmed the B2 corporate family rating
of Intelsat, Ltd., and downgraded the corporate family rating of
PanAmSat Corporation to B2, given the greater clarity regarding
the final capital structure and the near-term completion of the
PanAmSat acquisition by Intelsat.


INTERTAPE POLYMER: Targets $5.7 Million on Annual Cost Savings
--------------------------------------------------------------
Intertape Polymer Group Inc. disclosed that as part of its ongoing
operational review it will implement a number of initiatives which
combined will result in approximately $5.7 million pre tax annual
cost savings commencing in the second quarter of this year, with
full annual realization expected by the first quarter of 2007.  

The initiatives to achieve these savings along with other items
will result in approximately $17.6 million of pre tax charges.  
Intertape anticipates these charges will be recorded in the
quarter ending June 30, 2006.  

The cost savings and charges will include:

Annual cost savings of $4.3 million are expected from reductions
in selling, general and administrative expenses and the
termination of an operating lease.  One time charges related to
these initiatives include $5.3 million for severance costs and
related expenses associated with reduced staffing requirements and
an estimated charge of $2.8 million arising from the early
termination of an aircraft operating lease.

The Company is implementing changes to the manner in which it
handles packaging, sales and delivery of products to retail
customers in its consumer business and will close its repackaging
facility in Gretna, Virginia.  These changes are expected to yield
annual savings of approximately $0.5 million while improving
overall service levels.  As a consequence, there will be a one
time charge of $2.1 million related to the Gretna facility
closure, including the supporting information technology assets.

As a result of improved manufacturing efficiencies achieved
through plant consolidations, ongoing productivity improvements
and the implementation of an improved sourcing strategy, the
Company is retiring unnecessary capacity primarily related to the
production of carton sealing tape.  IPG will incur a one-time
charge of $4.9 million related to the write-off of certain
manufacturing equipment in connection with these improvements and,
correspondingly, depreciation expense will be reduced by
approximately $0.7 million per year.

During the last several weeks, the Company has entered into
agreements to sell two previously closed facilities in Edmunston,
New Brunswick, and Green Bay, Wisconsin.  These sales are
anticipated to close during the next forty-five days and will
generate cash of $2.6 million and are expected to result in
reduced facility maintenance expenses of $0.2 million annually.  
The sales will result in a charge of $1.0 million to reduce the
carrying value of these facilities to their realizable values.

IPG will also record a charge of $1.5 million for the cost of
additional remediation expenses at its Montreal manufacturing
facility that was closed at the end of 2004.  At that time, the
Company estimated that the cost of environmental remediation at
the facility would be approximately $0.5 million.  Remediation
activities commenced in April 2006.  The Company was recently
notified that excavation activities had uncovered additional
environmental contamination requiring remediation in excess of the
original estimate.  The Company expects that the additional $1.5
million will fully cover the cost of the remediation.

"The total savings related to these initiatives are approximately
$5.7 million on an annualized basis.  The Company continues to
carefully review all of its costs and to take steps to improve
operating asset utilization," stated H. Dale McSween, Interim
Chief Executive Officer.

The one time charges discussed above, when combined with the
charges of $13.2 million previously announced on May 9 and May 24
of this year, are comprised of approximately $21.8 million in cash
charges and $9.0 million in non-cash charges.  The majority of the
cash related charges are payable over the next six quarters.  "We
do not expect the near term cash requirements associated with the
one-time charges to have a material impact on the Company's
liquidity," noted IPG's Chief  Financial Officer, Andrew M.
Archibald, C.A.  

Intertape Polymer Group (NYSE:, TSX: ITP) is a recognized leader
in the development and manufacture of specialized polyolefin
plastic and paper based packaging products and complementary
packaging systems for industrial and retail use.  Headquartered in
Montreal, Quebec and Sarasota/Bradenton, Florida, the Company
employs approximately 2,600 employees with operations in 16
locations, including 12 manufacturing facilities in North America
and one in Europe.

                       *     *     *

Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Laurent, Quebec-based Intertape Polymer Group
Inc. in July 2004.  At the same time, Standard & Poor's assigned
its 'B+' bank loan rating and a recovery rating of '2' to the
company's proposed $250 million senior secured credit facilities
based on preliminary terms and conditions.  The 'B+' rating and
the '2' recovery rating indicated an expectation of substantial
(80%-100%) recovery of principal in the event of a default.


INTREPID LIGHTING: Auctions Machinery & Other Assets on June 28
---------------------------------------------------------------
Robert L. Pryor, Esq., the Chapter 7 Trustee of Intrepid Lighting
Manufacturing Inc. and its debtor-affiliates, will sell the
Debtors' CNC metal fabricating machinery, U.S. patents and
production drawings in an auction at 11:00 a.m. on June 28, 2006,
to be held at 130 Hoffman Lane, Hauppauge in Long Island, New
York.  Inspection of the items for sale will be at 9:00 a.m. on
the morning of sale.

Assets for sale include:

   1.  punch presses;
   2.  press brakes;
   3.  miscellaneous machinery;
   4.  welding machines;
   5.  warehouse equipment; and
   6.  office furniture.

A 25% deposit in cash or certified check is required on knockdown
of bid.

David R. Maltz & Co., Inc., will facilitate the auction.  The
auctioneer can be contacted at:

   David R. Maltz & Co., Inc.
   Attn: David R. Maltz
   Tel: (516) 349-7022
   Fax: (516) 349-0105
   E-mail: http://maltzauctions.com

Intrepid Lighting Manufacturing Inc. and its debtor-affiliates
filed for chapter 7 liquidation proceeding on Jan. 10, 2003
(Bankr. E.D.N.Y. Cases No. 03-80164 to 03-80478).  Robert L.
Pryor, Esq., is the Chapter 7 Trustee of the Debtors.


IWORLD PROJECTS: Former CEO Files Involuntary Chapter 7 v. Company
------------------------------------------------------------------
iWorld Projects & Systems, Inc. (Pink Sheets:IWPS) disclosed that
an Involuntary Bankruptcy petition was filed against the
Corporation in U.S. Bankruptcy Court in the Middle District of
Florida on June 14, 2006, by Robert Hipple, former CEO of the
Corporation.  The petition was filed under Chapter 7 of the
Bankruptcy Code.

In the filing, Mr. Hipple represented himself and iTrust
Financial, Inc. of Cocoa, Florida, and claimed amounts owed by the
Corporation of $47,9252 to Mr. Hipple and $58,404 to iTrust
Financial, Inc., a company owned by Mr. Hipple.

iWorld is currently evaluating the effect of this event on the
Company, including impact on the Company's current financial
condition, future capital requirements, turnaround plans and
survival.  The Company plans to dispute the bankruptcy petition
and the amounts claimed to be owed to both parties.  According to
iWorld President, David Pells, "We were not only surprised by this
action but also dismayed.  In recent weeks, efforts have been
underway to restructure the company and turn it around.  We had no
warning that Mr. Hipple planned to take this action.  His motive
is suspect, to say the least, and we can only speculate why he has
taken this action without discussing it with the current
management and Board.  We certainly plan to dispute the filing in
Florida."

iWorld Projects & Systems, Inc. is a Business Development Company
registered in the USA under the Investment Company Act of 1940 and
also a reporting company for SEC purposes under the Securities
Exchange Act of 1934.  As a BDC, the Company is engaged in the
business of investing in and assisting small public and private
operating companies with a focus on project management.

In its Form 10-Q filing for the quarter ended Sept. 30, 2005, the
Company reported total assets of $10,634,330 and total liabilities
of $985,998.


J. CREW: Planned IPO Prompts Moody's to Review B2 Ratings
---------------------------------------------------------
Moody's Investors Service placed the ratings of J. Crew Operating
Corp. on review for possible upgrade following the company's
launch of a planned initial public offering.  The company intends
to use the proceeds from the initial public offering to deleverage
its balance sheet.

These ratings were placed on review for possible upgrade:

   * Corporate family rating of B2;
   * $285 million senior secured term loan due 2013 of B2.

Moody's noted that the company has announced its intention to
redeem all of its Series A and Series B preferred stock with the
proceeds from its initial public offering.  The terms of the
redeemable preferred stock are onerous and created a debt heavy
capital structure and an arduous interest burden for J. Crew.

The redemption of the preferred stock will result in a
significantly stronger balance sheet and credit metrics.  Moody's
review will focus on the success of the planned initial public
offering and the pro forma credit metrics as a result of the
subsequent deleveraging of the company's balance sheet.

In addition, the review will focus on the company's prospects for
continued improvement in operating performance.  Ratings could
possibly move upward by two notches should pro forma for the
transaction, as calculated using Moody's standard analytical
adjustments, Debt/EBITDA fall below 5 times, EBITA/IE climb above
2 times, and RCF/Net Debt rise above 14%.  The review is expected
to conclude in the middle of July upon the funding of the IPO and
the conclusion of the redemption of the preferred stock.

J. Crew Operating Corp., headquartered in New York, NY, is a
multi-channel apparel retailer who operates 165 retail stores,
46 factory outlet stores, a catalogue, and website under the name
J. Crew.  Revenues for fiscal year ended January 28, 2006 were
approximately $953 million.


JOURNAL REGISTER: S&P Places BB Corp. Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Journal
Register Co., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.  This Trenton, New Jersey-
headquartered newspaper publisher had about $750 million of debt
outstanding at March 2006.

"The CreditWatch listing reflects Journal Register's continued
soft revenue performance at a time when the company's financial
profile is weak for the ratings," said Standard & Poor's credit
analyst Donald Wong.

Advertising revenues for the first five months of 2006 declined
2.3%, primarily reflecting weakness in the company's Greater
Cleveland and Michigan operations.  Circulation revenues were down
2.2% for the 2006 first quarter.  Debt to EBITDA was in the high-
5x area for the 12 months ended March 2006.  This measure is
adjusted for operating leases and debt-like unfunded pension and
other post-employment benefit obligations.

Standard & Poor's will review its ratings on Journal Register
following an evaluation of the company's operating and financial
strategies.  If Standard & Poor's lowers Journal Register's
ratings, it is expected to be limited to one notch.


KAYDON CORP: Moody's Holds Ba3 Rating on $200 Mil. Sr. Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating
of Kaydon Corporation and the rating on the $200 million 4%
contingent convertible senior subordinated notes due 2023.  The
rating outlook was changed to positive from stable.

Ratings Affirmed:

   * Ba2 for the corporate family rating;

   * Ba3 for the $200 million 4% contingent convertible senior
     subordinated notes due 2023.

Outlook action:

   * Ratings outlook has been changed to positive from stable.

Moody's does not rate the Company's $300 million unsecured senior
revolving credit facility, due 2010

The rating action reflects:

   (1) Kaydon's strong, niche market positions that generate
       above-average contribution margins;

   (2) the diversity of the end-markets into which the Company's
       products are sold; and

   (3) management's conservative financial policies and
       disciplined acquisition strategy.

The ratings also reflect:

   (1) the Company's small scale,

   (2) its historic earnings volatility due to its exposure to
       demand cyclicality in many of its end-markets,

   (3) the relative level of the Company's free cash flow
       generation, after dividends and capital expenditures,
       which, though consistently positive, is modest for the
       rating category and

   (4) the possibility that the Company utilizes its significant
       liquidity and debt capacity to opportunistically pursue a
       large, debt-financed acquisition strategy.

The rating outlook change to positive from stable reflects Moody's
expectation of a continued strong market demand for the Company's
products and the Company's current strong liquidity.  Kaydon's
operating cash flow coupled with its sizeable cash position
provide ample liquidity to pursue a acquisition program consistent
with management's disclosed parameters.

Moody's previous rating action on Kaydon was the assignment of the
Ba2 corporate family rating in August 2003.

Kaydon is a diversified designer and manufacturer of engineered
products that are used as components in products serving a wide
variety of end-markets.  Its principle products include specialty
bearings, filter elements, media and filtration systems, linear
deceleration products, performance seals and other critical
performance products that are used in a wide variety of medical,
instrumentation, material handling, aerospace, defense and other
industrial applications.  Revenues for the twelve months ended
March 31, 2006 totaled approximately $371 million.


KMART CORP: Max Rudmann Wants Court to Enforce Settlement Pacts
---------------------------------------------------------------
In 2004, John Miceli and Juan Reyes entered into separate
settlement agreements with Kmart Corporation resolving their
claims for employment discrimination and violations of the Federal
Medical Leave Act.  The U.S. Bankruptcy Court for the Northern
District of Illinois signed the agreed orders approving the
settlement agreements.

Messrs. Miceli and Reyes' counsel, Max Rudmann, Esq., in Boca
Raton, Florida, tells the Court that each agreement was based on
the understanding that settlement checks would be sent to him on
May 6, 2006.  However, payments were issued directly to Messrs.
Miceli and Reyes on May 13, 2006, in direct violation of Illinois
Supreme Court Rules of Professional Conduct 4.2.

Rule 4.2 states that during the course of representing a client,
a lawyer will not communicate or cause another to communicate on
the subject of the representation with a party the lawyer knows
to be represented by another lawyer in that matter unless the
first lawyer has obtained the prior consent of the lawyer
representing the other party, or as may otherwise be authorized
by law.

Kmart also did not follow customary practice which dictates that
settlement payments be issued in the client's and attorney's
names and sent to the attorney for deposit in a client trust
account to be distributed in accord with the retainer contract
between the Attorney and Client, Mr. Rudmann complains.

The agreements incorporate the provision that Kmart and its
counsel would abide by Rule 4.2, and customary practice regarding
payment of settlements.  Despite Kmart awareness of Mr. Rudmann's
representation, Kmart breached the agreements.

Accordingly, Mr. Rudmann asks the Court to enforce the settlement
agreements and:

    (1) direct Kmart to:

        * stop payment on the checks issued to Messrs. Miceli and
          Reyes; and

        * re-issue the checks -- this time properly addressed to
          him and Messrs. Miceli and Reyes;

    (2) issue sanctions against Kmart's counsel for violations of
        the Rules of Professional Conduct; and

    (3) award him attorney's fees and costs.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 112; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LASERSIGHT INC: Has Until July 31 to Fix Looming GECC Default
-------------------------------------------------------------
LaserSight Inc. received notice from General Electric Capital
Corporation on June 7, 2006, informing the Company of defaults
under the Third Amended and Restated Secured Term Note dated
June 30, 2004, made by the Company in the original principal
amount of $2,149,249.23.  The Company signed the three-year Note
on August 30, 2004, the Note bears interest at the rate of nine
percent (9%), and it is secured by all of the Company's assets.

According to GECC, LaserSight is in violation of covenants in the
Note that require the Company:

     -- not to allow its net revenue, as determined in accordance
        with GAAP, to fall below $1,000,000 for any calendar
        quarter; and

     -- not to allow its EBITDA for any trailing 12-month period,
        measured as of the last day of any calendar quarter, to
        fall below $840,000.  

The Company's net revenue for the calendar quarter ended March 31,
2006, was $616,093.30, and its EBITDA for the trailing 12-month
period ended March 31, 2006, was $411,639.73.

In the Notice, GE advised the Company that, if not waived by GE
within ten days, the specified defaults would become "Events of
Default" under the Note, which would allow GE to accelerate the
amounts due under the Note.  The amount that would be due
currently is approximately $629,434, consisting of $476,077 of
principal and $153,357 of fees.  

GE also presented the Company a proposed Forbearance Agreement
pursuant to which GE would forbear from exercising its rights and
remedies under the Note with respect to the specified defaults
until the earlier of (i) June 30, 2006, or (ii) the occurrence or
existence of Events of Default under the Note other than the
specified defaults.  

Under that agreement, the Company would be required to pay
immediately a fee of $10,000, and an additional $10,000 would be
added to the indebtedness under the Note.  

On June 13, 2006, GE agreed to waive the defaults without any
additional charge to the Company and to extend until July 31,
2006, the date on which the specified defaults will become "Events
of Default" under the Note.  The Company intends to pursue
alternative financing arrangements during this waiver period.

Headquartered in Winter Park, Florida, LaserSight Inc. --
http://www.lase.com/-- is principally engaged in the manufacture   
and supply of narrow beam scanning excimer laser systems,
topography-based diagnostic workstations, and other related
products used to perform procedures that correct common refractive
vision disorders such as nearsightedness, farsightedness and
astigmatism.  Since 1994, it has marketed it laser systems
commercially in over 30 countries worldwide.  It is currently
focused on selling in selected international markets; primarily
China.  On Sept. 5, 2003, LaserSight filed for bankruptcy
protection under chapter 11 of the Bankruptcy Code and operated in
this manner from Sept. 5, 2003 through June 10, 2004, when the re-
organization was approved by the U.S. Bankruptcy Court for the
Middle District of Florida.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2006, Moore
Stephens Lovelace, PA, expressed substantial doubt about
LaserSight Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005, 2004 and 2003.  The auditing firm pointed to the
Company's substantial losses since its inception, and negative
working capital at Dec. 31, 2005.


LEINER HEALTH: Poor Performance Prompts S&P to Downgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate
credit and other ratings on store brand vitamin manufacturer
Leiner Health Products Inc. to 'B-' from 'B'.  The outlook is
revised to stable from negative.  Leiner had about $403 million
of total debt outstanding at March 25, 2006.

"The downgrade reflects financial performance below our
expectations in fiscal 2006," said Standard & Poor's credit
analyst Alison Sullivan.

Results were tempered by lower sales of higher-margin vitamin E
and naproxen because of:

   * negative publicity;

   * lack of new branded product introductions; and

   * a reduction in Canadian sales because of a significant
     over-the-counter supplier in Canada choosing to supply retail
     customers directly on selected items.

As a result, Leiner's lease-adjusted total debt to EBITDA ratio
remained substantially above 6.5x in fiscal 2006, at a level no
longer appropriate to maintain the 'B' rating.  Standard & Poor's
believes Leiner will continue to be challenged to meaningfully
reduce leverage given challenging industry conditions.

The ratings on Leiner Health Products Inc. reflect:

   * the company's leveraged capital structure;

   * its customer concentration;

   * its lack of pricing flexibility in the highly competitive
     private-label vitamin market; and

   * the segment's vulnerability to adverse publicity.

Leiner is the largest U.S. private-label vitamins, minerals, and
supplements manufacturer, a sector that accounts for about 61% of
company sales, with the remainder coming from OTC drugs and
contract manufacturing.  The company's products are mainly sold
under store brand labels through mass merchandisers, grocery and
supermarket chains, drug stores, and warehouse clubs.  The company
also markets its own brands, including the Your Life trademark,
although private-label products are growing more quickly than
their branded counterparts at many retailers.  Leiner's September
2005 acquisition of private-label OTC product manufacturer
Pharmaceutical Formulations Inc. is expected to expand its pain
management category and add to its contract manufacturing
business.


LIBERTY MEDIA: FTC Grants 4% Stake in Time Warner Voting Rights
---------------------------------------------------------------
The Federal Trade Commission approved a February 2006 request by
Liberty Media Corporation to reopen and set aside FTC's final
order prohibiting Liberty from holding any ownership interest in
Time Warner, Inc., that is entitled to exercise voting power, with
certain limited exceptions.

In its request, Liberty stated that while the order is set to
expire in less than a year, continuation of the order during that
time -- particularly its restrictions on Liberty's ownership of
voting stock in Time Warner -- "has the potential to significantly
disrupt the efficient operations of securities markets."  Liberty
also asserted that it has not had any ownership interest in any
U.S. cable system since 2001, nor has it any intention of
acquiring such interests.  Liberty argued that these changed
circumstances mean that there is no continuing public interest
served by the maintenance of the order provisions relating to
Liberty, and that those provisions should therefore be set aside.

Liberty's 4% stake in Time Warner now has voting rights and may
use that voice as negotiating point in its move to buy Atlanta
Braves from Time Warner.

                       About Liberty Media

Based in Englewood, Colorado, Liberty Media Corporation (NASDAQ:
LINTA, LCAPA) -- http://www.libertymedia.com/-- owns a broad   
range of electronic retailing, media, communications and
entertainment businesses and investments.  Its businesses include
some of the world's most recognized and respected brands and
companies, including QVC, Encore, Starz, IAC/InterActiveCorp,
Expedia and News Corporation.  The company was a subsidiary of
AT&T, which had acquired former parent Tele-Communications, Inc.,
in 1999.  In 2001 AT&T spun off Liberty Media as part of the phone
giant's plan to split its empire into several companies.  Liberty
Media completed a spin off of its own in 2004 by separating its
international assets into a new company.  The firm is chaired by
former TCI head John Malone.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2006,
Moody's Investors Service downgraded Liberty Media Corporation's
corporate family and senior unsecured long term debt ratings to
Ba2 from Ba1 concluding the review for downgrade initiated on
March 31, 2006.  The outlook is stable.

As reported in the Troubled Company Reporter on May 22, 2006,
Standard & Poor's Ratings Services held its ratings, including the
'BB+' corporate credit rating, on Englewood, Colorado-based
Liberty Media Corp. on CreditWatch, where they were placed with
negative implications on Nov. 10, 2005.


LOCATEPLUS HOLDINGS: Posts $425,700 Net Loss in 2006 1st Quarter
----------------------------------------------------------------
LocatePLUS Holdings Corp. filed its 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 $425,700 net loss on $3,099,908 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $8,021,817
in total assets, $3,484,019 in total liabilities, and $4,537,798
in stockholders' equity.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?ad9

                        Going Concern Doubt

Livingston & Haynes, P.C., in Wellesley, Massachusetts, raised
substantial doubt about LocatePLUS' 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 accumulated deficit at December 31, 2005 and
substantial net losses in each of the last two years.

                         About LocatePLUS

Based in Beverly, Massachusetts, LocatePLUS Holdings Corp. -
http://www.locateplus.com/-- and its subsidiaries   
are industry-leading providers of public information and
investigative solutions that are used in homeland security, anti-
terrorism and crime fighting initiatives.  The Company's
proprietary, Internet-accessible database is marketed to business-
to-business and business-to-government sectors worldwide.


LYONDELL CHEMICAL: Debt Reduction Cues Moody's to Lift Ratings
--------------------------------------------------------------
Moody's Investors Service raised the ratings of Lyondell Chemical
Company and Equistar Chemicals LP due to the substantial debt
reduction over the past two years at the combined company and the
likelihood that the company will be able to achieve its $3 billion
debt reduction target by the end of 2007.

Moody's also affirmed the B1 ratings of Millennium Chemicals Inc.
and Lyondell's SGL-2 speculative grade liquidity rating, and
assigned corporate family ratings to both Equistar and Millennium.  
Moody's assigned CFR ratings to Equistar and Millennium to provide
greater transparency.  Additionally, the rating outlook for all
three companies was changed to developing due to the potential
sale of the Lyondell-CITGO Refining LP
joint venture.  Management has stated that it intends to utilize
proceeds from this divestiture to further reduce debt.  These
actions conclude the review which began on May 5, 2006.

Upgrades:

Issuer: Equistar Chemicals, LP

   * Senior Unsecured Regular Bond/Debenture,
     Upgraded to B1 from B2

Issuer: Lyondell Chemical Company

   * Corporate Family Rating, Upgraded to Ba3 from B1

   * Junior Subordinated Shelf, Upgraded to a range of (P)B2 to
     (P)B1 from a range of (P)B3 to (P)B2

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

   * Senior Secured Regular Bond/Debenture, Upgraded to
     Ba3 from B1

   * Senior Secured Shelf, Upgraded to (P)Ba2 from (P)Ba3

   * Senior Subordinated Regular Bond/Debenture, Upgraded
     to B2 from B3

   * Senior Subordinated Shelf, Upgraded to (P)B1 from (P)B2

   * Senior Unsecured Medium-Term Note Program, Upgraded to B1
     from B2

   * Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B2

   * Senior Unsecured Shelf, Upgraded to (P)Ba3 from (P)B1

   * Subordinated Shelf, Upgraded to (P)B1 from (P)B2

Issuer: Lyondell Chemical Worldwide, Inc.

   * Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
     from B1

Issuer: Lyondell Trust I

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: Lyondell Trust II

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: Lyondell Trust III

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Reinstatements:

Issuer: Equistar Chemicals, LP

   * Corporate Family Rating, Reinstated to Ba3

Issuer: Millennium Chemicals Inc.

   * Corporate Family Rating, Reinstated to Ba3

Outlook Actions:

Issuer: Equistar Chemicals, LP

   * Outlook, Changed To Developing From Rating Under Review

Issuer: Lyondell Chemical Company

   * Outlook, Changed To Developing From Rating Under Review

Issuer: Lyondell Chemical Worldwide, Inc.

   * Outlook, Changed To Developing From Rating Under Review

Issuer: Millennium America Inc.

   * Outlook, Changed To Developing From Stable

Issuer: Millennium Chemicals Inc.

   * Outlook, Changed To Developing From Stable

Lyondell's Ba3 ratings reflect the significant volatility in
earnings and cash flow due to the commodity nature of the
company's products and its exposure to volatile petroleum and
petrochemical feedstocks, substantial fixed charges for a cyclical
company, significant non-debt obligations and elevated capital
expenditures in 2006 and into 2007 required to meet regulatory
requirements.  The ratings are supported by a fairly diverse
business portfolio including the operations of Equistar and
Millennium, leading market shares in several commodity
petrochemicals, plastics and titanium dioxide, solid financial
metrics and significant free cash flow at this point in the cycle
and management's ongoing dedication to debt reduction.

The developing outlook reflects the potential for further debt
reduction over the next six to 12 months if management is able to
successfully divest its stake in LCR.  If Lyondell is able to
reduce debt by an additional $1.5 billion, Moody's could raise the
company's ratings by another notch. It is unlikely that Moody's
would raise the company's ratings by more than one notch, unless
debt reduction exceded Moody's current estimate.

Moody's noted that the divestiture of LCR is not a certainty and
that joint ventures are more difficult to divest, especially when
one partner has a greater interest in the value of the output of
the venture.  Moody's also noted that the ratings of Millennium
Chemicals Inc.  may not track upward with the ratings of Lyondell
and Equistar due to potential lead paint liabilities at a former
subsidiary.  Moody's will need to receive additional information
on this issue prior to any further changes to Millennium's
ratings.

Lyondell's speculative grade liquidity rating of SGL-2 reflects
the decline in cash balances and the potential need to access its
credit facilities or refinance debt maturities in 2007 and 2008.
The combined company has ample liquidity to handle these
maturities due to access to $1.6 billion in credit facilities and
the lack of restrictions on Equistar's ability to make dividends
to Lyondell over the forecast period.

The company's credit facilities include an undrawn $475 million
secured credit facility at Lyondell due in 2009, a $600 million
accounts receivable and $400 million inventory-based credit
facility at Equistar due in 2010, and a $125 million secured
credit facility at Millennium due in 2010.  Availability under
Lyondell's facility at March 31, 2006 was $398 million due to $77
million of letters of credit.  Availability under Equistar's
facilities was $708 million due to $225 million of borrowing under
the accounts receivable facility, a $50 million reserve and
borrowing base limitations.  Millennium had $97 million of
availability due to outstanding letters of credit.  Lyondell also
has access to a $150 million accounts receivable program with
roughly $85 million of availability.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures propylene oxide, co-product stryene, MTBE and
butanediol, as well as numerous other derivative chemicals.  Both
Equistar Chemicals LP and Millennium Chemicals Inc. are wholly
owned subsidiaries of Lyondell.  Equistar is a leading North
American producer of commodity petrochemicals and plastics.
Millennium Chemicals is among the largest global producers of
titanium dioxide pigments and acetyls.  Lyondell also participates
in a refinery joint venture with CITGO Petroleum Corporation -
Lyondell-CITGO Refining Company Ltd.  LCR is a refiner that has
the unique ability to process 100% heavy sour crude oil from
Venezuela.  These combined entities reported revenues of nearly
$24 billion for the LTM dated March 31, 2006.


MEDIANEWS GROUP: S&P Rates $896.2 Million Facilities at BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
MediaNews Group Inc., including the corporate credit rating to
'BB-' from 'BB'.

In addition, the ratings were removed from CreditWatch where they
were listed with negative implications on April 27, 2006.  The
outlook is stable.  The company had about $880 million of debt
outstanding at March 2006.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured debt ratings to MediaNews' $896.2 million in senior
secured credit facilities.  These facilities consist of:

   * $596.2 million of existing revolving credit, term loan A and
     term loan B facilities; and

   * a planned $300 million seven-year term loan C.

Because the credit facilities are secured only by the capital
stock of MediaNews' subsidiaries and joint operating arrangements,
Standard & Poor's did not assign recovery ratings to these
facilities.

The lower ratings follow a review of MediaNews' planned purchase
of the Contra Costa Times and San Jose Mercury News from McClatchy
Co. and related transactions.  The downgrades reflect Standard &
Poor's expectation that MediaNews' financial profile will not
improve to levels more appropriate for the former ratings.

The ratings on MediaNews reflect the Denver, Colorado-
headquartered newspaper publisher's heavy debt levels,
attributable to growth over the years through acquisitions.

In addition, the firm has a moderate-size cash flow base and
operates in a challenging climate.  These factors are tempered by:

   * MediaNews' strong and geographically diverse market
     positions;

   * free cash flow generation; and

   * no significant debt maturities over the next several years.


MERIDIAN AUTOMOTIVE: Credit Suisse Wants Summary Judgment
---------------------------------------------------------
Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware notes that Rule 56(e) of the Federal Rules of Civil
Procedure states that "an adverse party may not rest upon the
mere allegations or denials of the adverse party's pleading."  To
defeat a motion for summary judgment, the adverse party is
required to "set forth specific facts showing that there is a
genuine issue for trial."

"The Official Committee of Unsecured Creditors has still not done
so," Mr. Meloro argues.

The only question to be resolved at this stage is whether
Credit Suisse, Cayman Islands Branch, as First Lien
Administrative Agent and First Lien Collateral Agent, authorized
the Purported Termination Statement, Mr. Meloro maintains.

Mr. Meloro states that Meridian Automotive Systems, Inc., and its
debtor-affiliates hired First American Title Insurance Company to
act as closing agent for a sale to a third party.  Credit Suisse
had no connection to the sale other than voluntarily agreeing, for
the Debtors' benefit, to release its perfected security interest
in the assets being sold.  In that regard, Credit Suisse prepared
a financing statement amendment.

Without Credit Suisse' knowledge, First American changed the
Amendment by checking the "termination box", Mr. Meloro tells the
Court.  However, nobody was harmed by this flawed filing or
otherwise relied on its accuracy, Mr. Meloro maintains.

Mr. Meloro contends that to issue summary judgment in favor of
the Committee, the Court would need to find, without the benefit
of any actual evidence, any participation by any other party or
any expert testimony in the Debtors' Chapter 11 cases that each
of these factors were undisputed:

   * The enterprise value of the Debtors on April 26, 2005;

   * The recovery to Credit Suisse if the Second Composites UCC
     was not avoided; and

   * The recovery to Credit Suisse if the Second Composites UCC
     was avoided.

However, each of these facts is intensely disputed, Mr. Meloro
says.

Thus, to the extent Credit Suisse' request for summary judgment
as to the Purported Termination Statement is denied, the
Committee's cross motion must be denied as well, according to
Mr. Meloro.

As a matter of law, Credit Suisse is entitled to know the genesis
of the support for any cause of action filed against it.  Because
the Committee has still not produced a single alleged fact in
support of its claim with respect to Credit Suisse' claim against
each Guarantor in the First Lien Collateral Agreement, Credit
Suisse is entitled to summary judgment.

Mr. Meloro says that the Committee is pursuing claims to avoid
liens as unperfected that it admits are actually properly
perfected.  Pursuant to Sections 544, 550, and 551 of the
Bankruptcy Code, Credit Suisse' properly perfected security
interests cannot be avoided.

Credit Suisse admits that it refused to produce a witness absent
a Court order because there was no rational or reasonable basis
for the deposition.

Accordingly, Credit Suisse asks the U.S. Bankruptcy Court for the
District of Delaware to grant summary judgment in its favor.

To preserve estate assets, Credit Suisse will not contest the
Committee's request for summary judgment avoiding Credit Suisse'
purported liens on:

    (a) the Vehicles; and

    (b) domestic real property, based on the results of a real
        property search that shows that the First Lien Agent
        failed to record mortgages as required by applicable
        state law.

                      First American Responds

Firs American supports Credit Suisse's argument in relation to
the Purported Termination Statement.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that Kina L. Clayton, the escrow officer at
Firs American assigned to the closing on the sale of the Debtors'
Centralia Facility, mistakenly checked the termination box on the
Amendment.

Credit Suisse forwarded the Amendment to First American with the
partial release box checked and directed First American only to
date and file it, Ms. Davis tells the Court.  Credit Suisse did
not make any statements or conduct itself in any way that misled
anyone.

The only parties that relied on the Amendment were those on the
buyer side of the Centralia Sale, and they relied on the
Amendment to effect a release of the security interest on only
the assets being sold.  Ms. Davis asserts that no one disputes
that the Amendment, with the partial release box checked and a
description of the assets subject to the Centralia Sale attached,
was effective as a partial release covering the assets sold.

Ms. Davis contends that the fact the termination box on the
Amendment was erroneously checked does not mean that the
financing statement, taken as a whole with all filed records
linked to the First Composites UCC, contains an error that is
more than minor or that renders the financing statement seriously
misleading.  This is because the financing statement still gives
notice to searchers that Credit Suisse may have a security
interest in the remaining collateral.

Therefore, First American asks the Court to grant Credit Suisse'
request and deny the Committee's cross-motion.

                  About Meridian Automotive

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. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METALFORMING TECH: Court Confirms Amended Joint Chapter 11 Plan
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Amended Joint Chapter 11 Plan
of Reorganization of Metalforming Technologies, Inc., and its
debtor-affiliates.

The Court determined that the Plan satisfies the 13 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

                     Modifications in the Plan

Under the Modified Plan, four claims totaling $11,460,208 filed by
the Internal Revenue Service against the Debtors are deemed
withdrawn.

In addition, the resolution of the three claims asserted by the
Pension Benefit Guaranty Corporation will be determined by the
results of the Debtors' consultation with the Claims Agent and the
Official Committee of Unsecured Creditors.  The PBGC Claims
involve insurance obligations in the Northern Tube Pension Plan.

The Debtors say that the consultation will lead to objections to
the PBGC Claims or the Debtors will move to terminate the Northern
Tube Pension Plan.  The Debtors relate that if the Northern Tube
Pension Plan is terminated, PBGC could assert additional claims
for termination liability and minimum funding liability, in
amounts substantially lower than the claims is has already filed.
The Debtors believe that absent termination of the Northern Tube
Pension Plan, the PBGC Claims fail.

                     Settlement Agreement

In December 2005, the Bankruptcy Court approved the settlement
agreement resolving objections raised by the Official Committee of
Unsecured Creditors in connection with the sale of the Debtors'
assets to Zohar.

The settlement agreement recognizes all proceeds of the Zohar sale
as collateral securing the Debtors' prepetition and DIP Loan
obligations to a consortium of lenders led by Patriarch Partners,
LLC.  It also outlines how the proceeds should be distributed and
allocates appropriate levels of funding for a wind-down budget.

Under the settlement agreement, the Debtors:

     -- repaid their DIP Loan obligations;

     -- made a $20 million interim distribution to Patriarch;

     -- allocated $4 million to a General Unsecured Claim Fund;

     -- created a reserve amount escrow;

     -- created a tax reserve account with a $1.8 million
        allocation; and

     -- created a prepetition lender account that will hold any
        excess cash from the Zohar Sale and the sale of the
        Debtors' other remaining assets.

                       Treatment of Claims

Patriarch and the prepetition lenders, which received $20 million
of their $52 million allowed claim under a settlement agreement,
will get additional cash on the effective date that will bring the
lenders' recovery to 70%.  The remaining 30% will be paid using
85% of the cash available from a prepetition lender account.

Holders of General Secured Claims will either receive the
collateral securing the their claims or cash equal to the
value of the collateral securing the obligations.

General unsecured claimholders will receive cash equal to a pro
rata share of the general unsecured claim fund.   That fund comes
from the 15% slice of the money in the prepetition lender account
that won't be turned over to the lenders.

Equity interests in Metalforming Technologies and its subsidiaries
will be extinguished on the effective date of the Plan and
interest holders get nothing under the Plan.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems,
airbag housings and charge air tubing assemblies for automobiles
and light trucks.  The Company and eight of its affiliates filed
for chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case
Nos. 05-11697 through 05-11705).  Michael E. Foreman, Esq., Sanjay
Thapar, Esq., and Lia M. Pistilli, Esq., at Proskauer Rose LLP,
and Joel A. Waite, Esq., Robert S. Brady, Esq., Sean Matthew
Beach, Esq., and Timothy P. Cairns, Esq., at Young Conaway
Stargatt & Taylor LLP represent the Debtors in their restructuring
efforts.  Francis J. Lawall, Esq., at Pepper Hamilton LLP
represents the Official Committee of Unsecured Creditors.  Robert
del Genio at Conway, Del Genio, Gries & Co., LLC, provides the
Debtors with financial and restructuring advice and Larry H.
Lattig at Mesirow Financial Consulting LLC serves as the
Committee's financial advisor.  As of May 1, 2005, the Debtors
reported $108 million in total assets and $111 million in total
debts.


MIRANT CORP: Equity Committee Counsels Want $3.1 Million Bonus Fee
------------------------------------------------------------------
Brown Rudnick Berlack Israels LLP and Hohmann, Taube & Summers,
L.L.P., are counsel to the Official Committee of Equity Security
Holders in the chapter 11 cases of Mirant Corporation and its
debtor-affiliates.

The Firms ask the U.S. Bankruptcy Court for the Northern District
of Texas to award them $3,124,208 as bonus fee.  Specifically,
Brown Rudnick asks for $3,032,032, while Hohmann Taube seeks
payment of $92,176.

The proposed bonus fee is 25% of the Firms' total monthly fees
and expenses.

Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., in
Austin, Texas, asserts that the Firms should be awarded with a
fee bonus because of the superior work they performed, the
outstanding results they obtained for the equity holders, and the
risks of non-payment they faced.

Among other things, the Firms' work throughout Mirant's
bankruptcy proceeding resulted in a consensual plan of
reorganization whereby equity holders, who faced total
elimination of their interests under the Debtors' original plan,
and an enormous valuation "gap" between the parties, have
received meaningful value, Mr. Taube tells the Court.

                        New Mirant Objects

The New Mirant Entities believe that no professional, including
Brown and Hohmann, should be rewarded with a success fee.

Craig H. Averch, Esq., at White & Case LLP, in Miami, Florida,
contends that providing adequate services does not qualify a
professional for a fee enhancement.  Rather, fee enhancements
should be granted only in "rare and exceptional" circumstances.

New Mirant asserts that the award of a fee enhancement to Hohmann
and Brown would not be appropriate because the success of the
Debtors' Chapter 11 cases was the result of a combination of many
factors.

New Mirant asks the Court to deny Brown and Hohmann's request for
fee enhancement.

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.  Shearman & Sterling LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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.


MIRANT CORP: Miller Buckfire Asks for $1.5 Mil. Supplemental Fee
----------------------------------------------------------------
Miller Buckfire & Co., LLC, as financial advisor and investment
banker to the Official Committee of Unsecured Creditors of Mirant
Corporation, et al., asks Judge Lynn to award it $1,500,000 as
supplemental fee.

Samuel M. Greene, a managing director at Miller Buckfire, tells
Judge Lynn that the supplemental fee request is separate from its
request for payment of fees and reimbursement of expenses
totaling $7,112,568.

Mr. Greene says that the Mirant Committee approves of the
supplemental fee request.

The supplemental fee, Mr. Greene notes, is pursuant to the Miller
Buckfire's engagement letter dated August 5, 2003, which
contemplated the payment of monthly fees and a fixed
restructuring transaction fee plus "further compensation after
confirmation of a Plan, based on, among other things, recoveries
to the unsecured creditors . . . and timing of the Company's
bankruptcy cases."

Mr. Greene asserts that the supplement fee is appropriate and
reasonable because Mirant's bankruptcy cases were "unusually and
extraordinarily successful" and creditor recoveries exceeded the
reasonable expectations of the parties.

Mirant's bankruptcy cases, Mr. Greene says, required exceptional
amounts of activity on the part of Miller Buckfire and consumed
substantial amounts of the firm's available resources.

Additionally, Miller Buckfire's total compensation is consistent
with the compensation sought by the other financial advisors, Mr.
Greene notes.

                        New Mirant Objects

The New Mirant Entities recognize that Miller Buckfire played a
role in the Debtors' cases and must be compensated accordingly.
New Mirant does not oppose the approval of the majority Miller
Buckfire's fees, including the $4,350,000 in total monthly fees
and the $2,500,000 restructuring transaction fee.

However, Miller Buckfire's fee enhancement cannot be approved
under either Section 328 or Section 330 of the Bankruptcy Code,
Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, points out.

The U.S. Bankruptcy Court for the Northern District of Texas'
order approving Miller Buckfire's retention does provide for a fee
enhancement to be awarded to the firm, Ms. Campbell asserts.  
Additionally, Miller Buckfire's services do not support a fee
enhancement under Section 330.

Ms. Campbell notes that New Mirant, as the party that would be
responsible for paying the fee enhancement, does not consent to
Miller Buckfire's request for a fee enhancement.  Moreover,
Miller's engagement letter failed to provide a specific amount or
even a general range of the amount of the "success fee."

With Miller Buckfire's $6,850,000 in total monthly fees and
restructuring fee, it would be unreasonable for Miller Buckfire
to argue that it was not adequately compensated for its services,
Ms. Campbell points out.

                     Miller Buckfire Talks Back

Mr. Greene explains that the Supplemental Fee was contemplated
from the outset of Miller Buckfire's engagement, and is reflected
in the engagement itself.

The Engagement Letter, according to Mr. Greene, provides that
Miller Buckfire will receive monthly fees, a restructuring fee
and an "additional fee" in an unspecified amount.  The Additional
Fee will be determined after confirmation of a Plan, based on,
among other things, recoveries to the unsecured creditors to
Mirant Corporation, et al., and timing of the Company's
bankruptcy cases."

Mr. Greene notes that Miller Buckfire's fees are lower than the
fees sought by comparable professionals.

Thus, Miller Buckfire asks the Court to approve its supplemental
fee request.

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.  Shearman & Sterling LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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.


NATIONAL CONSUMER: John Brinco Appointed as Chapter 11 Trustee
--------------------------------------------------------------
The Hon. Theodor Albert of the U.S. Bankruptcy Court for the
Central District of California allowed Steven J. Katzman, the U.S.
Trustee for Region 16 to appoint John Brinco as the Chapter 11
Trustee for National Consumer Mortgage, LLC's case.

The Court also approved the request to fix the Chapter 11
Trustee's bond at $10,000.

To the best of the U.S. Trustee's knowledge, John Brinco does not
hold or represent any interest adverse to the Debtor's estate and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an  
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  David L. Neale, Esq.,
at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the
Official Committee of Unsecured Creditors.   When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.


NATIONAL ENERGY: USGen Wants Ocean State Entities to Pay Damages
----------------------------------------------------------------
Pursuant to an Equalization Agreement, signed June 28, 2002,
Ocean State Power and Ocean State Power II agreed to make
payments to USGen New England, Inc., relating to certain
negotiated rate agreements between USGen and Tennessee Gas
Pipeline Company.

The Equalization Agreement provided, among other things, that
under USGen's negotiated rate agreement with TGP, USGen would
convert its existing transportation contracts under a Rate
Schedule NET-284 to a Rate Schedule FT-A contract.

Under the Equalization Agreement, Ocean State also entered into a
negotiated rate agreement with TGP under which Ocean State would
convert their transportation contracts to Rate Schedule FT-A
contracts.

USGen executed the USGen Tennessee Agreements based upon the  
Ocean State's commitment to equalize the economic benefit
conferred on them by the Agreements by adjusting USGen's fixed
transportation costs in the form of a $1,615,634 equalization
payment by the Ocean State Entities to USGen.

The Equalization Agreement required the Ocean State Entities to
pay the equalization payment to USGen in monthly installments of
$31,235 for 60 months and to fund a security deposit of $187,409
to USGen.

The conditions to the Ocean State Entities' obligation to pay the
equalization payment to USGen were issuance by the U.S. Federal
Energy Regulatory Commission of orders approving the USGen
Tennessee Agreements and the OSP Tennessee Agreements.  

When the FERC approved the Agreements, the monthly installment
became due and payable on the first business day of the first
month after issuance of the FERC Orders.

The Ocean State Entities had paid the security deposit to USGen,
which it was required to hold and apply against the final six
monthly installments, with any interest earned accruing to the
benefit of USGen.  USGen was also permitted to use the security
deposit at any time to satisfy any delinquent monthly
installments and the Ocean State Entities were required to
replenish the security deposit to the extent so used by USGen on
five-business days' notice from USGen.

The Equalization Agreement states that it will not terminate
until all monthly installments have been paid.  

Leslie J. Polt, Esq., at Blank Rome LLP in Washington, D.C.,
asserts that the Ocean State Entities have breached their
obligations to USGen by refusing to pay the monthly installments
since September 2004 and by refusing to replenish the security
deposit.  USGen has made a demand for payment, to no avail.

Ms. Polt also asserts that the Ocean State Entities have violated
the Equalization Agreement in terms of breach of contract,
specific performance of contract and turnover of property to the
estate.  

Moreover, USGen claims that the Ocean State Entities are in
possession, custody and control of monies owed to USGen's estate
under the Equalization Agreement to which USGen is entitled to
use.  The monies held by the Ocean State Entities constitute
property of USGen's estate.  

USGen asks the U.S. Bankruptcy Court for the Middle District of
Maryland to:

   (1) award USGen $593,000 in compensatory damages, plus
       interest, attorney's fees, costs and expenses, plus  
       incidental and consequential damages;

   (2) compel the Ocean State Entities to perform all of their
       obligations under the Equalization Agreement; and

   (3) compel the Ocean State Entities to immediately turn over
       to USGen all amounts owed to it under the Agreement.

                     Ocean State Responds

The Ocean State Entities ask the Court to dismiss USGen's
allegations of specific performance of the contract and turnover
of property to the estate violations.  They assert:

    -- that USGen's allegations should be dismissed for failure
       to state a claim; and

    -- an affirmative defense on the grounds that USGen is not
       entitled to the equitable relief it seeks in the
       Complaint and because USGen has an adequate remedy at
       law.

Adam M. Spence, Esq., in Towson, Maryland, argues that USGen's
claims are barred by the affirmative defense of discharge or
breach of contract.  

According to Mr. Spence, USGen's rejection of the gas
transportation agreements with TGP constitutes a material breach
of the Equalization Agreement, excusing the Ocean State Entities'
performance and barring USGen from seeking recovery of any
alleged payments not made under the Agreement.

                          *     *     *  

The Court noted that the Ocean State Entities conceded that
the Complaint's count for breach of contract is a cause of action
while the counts for specific performance of contract and
turnover of property to the estate are both equitable remedies.  

Thus, there is no relief sought in the specific performance of
contract and turnover of property violations that would not be
covered by a judgment in USGen's favor with regards to the breach
of contract, the Court ruled.

The Court granted Ocean State Entities' request to dismiss the
part of the Complaint with regards to specific performance of the
contract and turnover of property to the estate violations.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL ENERGY: USGen Wants 2003 Valuation Documents Excluded
--------------------------------------------------------------
USGen New England, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Maryland to exclude the introduction of any
testimony and exhibits relating to any valuations of the gas
transportation contracts performed by USGen in 2003.

In the summer of 2003, USGen personnel conducted a number of
valuations of USGen's long-term contractual obligations.  In
anticipation of reorganization, USGen needed to determine whether
specific contracts represented an asset or a liability.  

The purpose of the valuations was to contribute to USGen's
analysis of whether to reject transportation agreements and other
contracts, relates Gordon A. Coffee, Esq., at Winston & Strawn
LLP in Washington, D.C.

Tennessee Gas Pipeline Co. has indicated that it intends to offer
evidence reflecting USGen's 2003 valuations.  USGen counters that
the valuations are irrelevant and evidence bearing upon them
should be excluded.

Mr. Coffee notes that the issues in the rejection claim dispute
are the extent to which TGP has successfully resold the USGen
turnback capacity and the extent to which TGP is likely to enjoy
continued success selling that capacity in the future.  

The valuations performed by USGen in 2003 can shed no light on
the issues and admitting evidence on the valuations will
accomplish nothing but distraction and delay, Mr. Coffee asserts.

Mr. Coffee explains that the 2003 valuations are irrelevant
because they analyze different sales of different products by a
different party.  The fact that in USGen's hands, the pipeline
capacity might not have represented a profitable commodity in the
summer of 2003 sheds no light on TGP's subsequent ability to
resell the capacity or the price at which the capacity is resold.  
The issue in the case is sales by TGP, not sales by USGen, he
asserts.

In addition to the difference between USGen as the seller and TGP
as the seller, the 2003 valuations present "apples-and-oranges"
comparison for the reason that what is being sold is different.
The parties agree that USGen's rejection of the gas
transportation contracts allowed TGP to combine the turnback
capacity with upstream capacity for long-haul transportation
agreements, Mr. Coffee says.

TGP was also able to use the turnback capacity, coupled with
upstream and downstream capacity, to enable backhaul
transportation agreements.  Moreover, TGP was able to package and
sell the USGen turnback capacity together with other
transportation segments located elsewhere on its system and make
the total package more attractive to other customers.  USGen
could not do the things that TGP did, putting USGen in an
inferior position to that of TGP in trying to leverage revenue
from the turnback capacity, Mr. Coffee argues.  

USGen's analysis of its own ability to extract value from its
contract path, with no ability to package the capacity in order
to enhance its appeal in the market, tells nothing about TGP's
ability to do so, Mr. Coffee further argues.

The valuation methodology used by USGen also shows that the 2003
valuations are irrelevant to the case, Mr. Coffee contends.  He
explains that the basic method for valuation was to hypothesize
gas prices at the gas transportation contracts' receipt point at
Wright, New York, and the delivery point at Mendon,
Massachusetts, and to compare the difference between the prices
with the cost to USGen of transporting gas from Wright to Mendon.  
The analysis assumes a hypothetical purchase of gas at Wright, a
hypothetical sale of the same gas at Mendon and transportation
costs from Wright to Mendon.

While the basis differential between Wright and Mendon may be
relevant to a gas marketer or customer, they are not relevant to
the calculation of damages in the case, Mr. Coffee asserts.  TGP
does not sell gas but its sells capacity on its pipeline, with
the customer providing the gas at a certain point and TGP
delivering the gas to a designated point.  

The prices for the transportation service are not based on the
market price of gas, much less a fluctuating basis differential
for gas between specific receipt and delivery points.  Instead,
the prices that TGP charges are based on zone rates.  TGP's
damages similarly are based on TGP's success in reselling the
turnback capacity at the zone rates, and not on any basis
differentials that gas customers are paying for delivered gas.  

TGP's damages have no relation to whether USGen thought the
capacity had value to USGen.  The damages are based on whether
other shippers were willing to purchase the turnback capacity and
whether they will continue to do so in the future.

               TGP Wants O'Keefe Testimony Limited

Tennessee Gas Pipeline Co. asks the Court to limit David O'
Keefe's trial testimony to those areas for which USGen did not
block discovery.

On November 10, 2005, TGP took a deposition of Mr. O' Keefe, a
witness for USGen.  During the deposition, USGen's counsel, Mr.
Coffee, instructed Mr. O'Keefe not to answer a number of the
questions that TGP presented on the basis of attorney-client
privilege and work product privilege.  

USGen explicitly stated at the deposition that it will not be
proffering Mr. O'Keefe as a witness to testify about TGP's
mitigation efforts, TGP's counsel, Kenneth W. Irvin, Esq., at
McDermott Will & Emery LLP Washington, D.C., relates.

USGen also invoked privilege and instructed Mr. O'Keefe not to
answer questions concerning the issues of, among others:

   (1) analytical work he has done after TGP's filing of its
       Claim No. 410 and USGen's objection to the Claim;

   (2) specific assignments or projects done at the direction of
       USGen' counsel, Mr. Coffee;

   (3) analysis after the filing of TGP's Claim as to whether
       USGen was in the money or out of the money under the TGP
       transportation agreements;

   (4) analysis of whether TGP has fulfilled its duty to mitigate
       the damages arising from rejection of the transportation
       agreements; and

   (5) USGen's contention that TGP has mitigated almost all its
       damages.

Because USGen invoked privileged and barred any discovery of
Mr. O'Keefe's testimony about the issues raised by TGP in the
deposition, and because USGen never designated Mr. O'Keefe as a
witness testifying about the subjects, Mr. O'Keefe cannot offer
testimony at trial about the issues concerned, Mr. Irvin asserts.

Moreover, TGP asserts that certain of USGen's proposed exhibits
are irrelevant to the disputed facts and issues or inadmissible
under the Federal Rules of Evidence or can be considered as
hearsay.

TGP also asks the Court to exclude:

   (1) exhibits related to TGP's expansion projects, reservation
       of capacity, open season and postings, ambient capacity
       and stranded capacity and discount pricing;

   (2) exhibits of e-mails consisting in whole or part, of third
       party communications and e-mail communications containing
       press releases;

   (3) exhibits of information from independent Internet posting
       sites;

   (4) exhibits of purporting to reflect testimony of a non-party
       in an unrelated proceedings; and

   (5) exhibits of deposition excerpts addressing USGen's
       abandoned mitigation credit claims, excerpts with no
       cognizable relevance and excerpts containing hearsay.

                    USGen Wants Trial Delayed

The Bankruptcy Court has scheduled the trial regarding Tennessee
Gas Pipeline Co.'s rejection damage claim against USGen New
England, Inc., to commence on July 17, 2006.

USGen wants the July 17, 2006 trial continued or, in the
alternative, stayed until October 15, 2006.

Marc E. Richards, Esq., at Blank Rome LLP in New York, notes
that, in USGen's Chapter 11 case, three claim objections remain
before the Court:

    -- Tennessee Gas Pipeline Company's Claim No. 410 for
       $41,000,000,

    -- TransCanada Pipelines, Ltd.'s Claim No. 73 for
       C$71,133,276; and

    -- Brascan Energy Marketing, Inc.'s Claim for $24,934,700.  

The proceeds of the Claims are currently being held in the
Disputed Claims Reserve.  USGen wants to resolve the Claims as
soon as possible so it can make the final distributions and close
its bankruptcy case.

On June 13, 2006, USGen filed with the U.S. Federal Energy
Regulatory Commission a petition for, among others, declaratory
order clarifying that TGP's gas transportation contracts do not
restrict USGen's rights under Section 5 of the Natural Gas Act to
challenge the justness and reasonableness of TGP's tariff rates.  

USGen also seeks the FERC's clarification that the filed rate
doctrine does not limit mitigation revenues under state law so as
to provide TGP with a double or even triple recovery of the
damages it sustained from USGen's rejection of the Contracts.

USGen asked the FERC to put its petition for expedited processing
and requested that a ruling be made by September 1, 2006.

USGen contends that an FERC ruling on its claims dispute with TGP
will not only give the Court guidance in the trial of USGen's
objection to TGP's Claim, but also will narrow the issues to be
tried before the Court.  A prior ruling by the FERC will limit
the possibility of inconsistent rulings.

USGen relates that it would be better use of the Court's
resources to continue the trial or stay the matter pending the
FERC's ruling on USGen's petition.

If USGen is required to schedule the hearing on its motion for
continuance or stay on 23 days' advance notice, the hearing date
would be only a week before the rejection claims damage trial on
July 17, 2006, Mr. Richards points out.  Consequently, USGen and
TGP would be gearing up for a trial on July 17 that may not take
place on that date if the Court grants USGen's motion for
continuance or stay.

                    TGP Wants Trial to Proceed

Kenneth W. Irvin, Esq., at McDermott Will & Emery LLP Washington,
D.C., asserts that USGen's petition with the FERC does not
establish cause for delaying the trial.

Mr. Irvin notes that USGen's petition merely presents a contract
damages dispute to the FERC.  He adds that, while the FERC's rule
of procedure 206 provides that any person may file a complaint,
USGen has not availed itself of the process.

USGen is not an active or potential shipper on TGP's system, but
rather a liquidating estate fighting about contract damages,
Mr. Irvin points out.  He asserts that the FERC cannot exercise
its jurisdiction where the true substance of the dispute is
damages and the Natural Gas Act gives the FERC no authority to
change TGP's rates retroactively.

USGen's claim to the benefit of prospective reductions in TGP's
rates cannot compare with USGen's admission that the USGen Gas
Transportation Agreements have been terminated in accordance with
this Court's order approving rejection and the FERC's order
formally authorizing TGP to abandon service under the Contracts,
Mr. Irvin adds.  He maintains that, as a matter of basic contract
law, USGen cannot claim the benefits of a contract after its
breach and the formal termination of the contract.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL LAMPOON: Posts $1.7 Mil. Net Loss for 3rd Quarter 2006
---------------------------------------------------------------
National Lampoon, Inc., fka J2 Communications, Inc. (AMEX:NLN)
released financial results for the third quarter 2006 ended
April 30, 2006.

The Company decreased its net loss to $1,715,056 for the third
quarter of fiscal 2006, as compared with a net loss of $1,751,184
for the third quarter 2005.  The net loss for the third quarter of
fiscal year 2006 includes charges related to the accrued stock
dividend on the companies preferred shares.

Revenues for the third quarter 2006 increased $395,816 or 34% from
$1,537,806 compared to $1,141,990 for the third quarters ended
April 30, 2006 and 2005, respectively.  The increase was primarily
due to the marketing, advertising and promotion of two motion
pictures in the college markets with no comparable campaigns in
the same period of the prior year.  The Company continues to
concentrate resources in this area and believes it will be a
larger portion of its overall business in the future.

Daniel Laikin, Chief Executive Officer, commented, "In the third
quarter, we continued to expand the use of our brand and the
various segments of our business.  Last quarter we launched
TogaTV, an IPTV video-on-demand initiative which started
generating revenue immediately.  This quarter we continued our
marketing and advertising campaign of motion pictures in the
college markets.  We remain extremely focused on expanding our
online platform business, with the launch of National Lampoon
Humor Network in the third quarter.  We will also release our
first self published book titled 'The Saddam Dump' which is due
out in book stores on June 27."

National Lampoon, Inc., fka J2 Communications, Inc., is active in
a broad array of entertainment segments, including feature films,
television programming, interactive entertainment, home video,
audio CDs and book publishing.  The Company also owns interests in
all major National Lampoon properties, including National
Lampoon's Animal House, the National Lampoon Vacation series and
National Lampoon's van Wilder.  The National Lampoon Network
serves over 600 colleges and universities throughout the United
States.  The network reaches as many as 4.8 million students, or
nearly one in four of all 18-to-24-year-old college students.  In
addition, the Company operates a humor website,
www.nationallampoon.com, on the Internet.  The Company has four
operating divisions: National Lampoon Network, Entertainment
Division, Publishing Division and Licensing Division.

J2 Communications, Inc., was primarily engaged in the acquisition,
production and distribution of videocassette programs for retail
sale.  In 1991, J2 acquired all of the outstanding shares of
National Lampoon, Inc., and subsequent to J2's acquisition of NLI,
it de-emphasized its videocassette business and publishing
operations and began to focus primarily on exploitation of the
National Lampoon(TM) trademark.  J2 reincorporated in Delaware
under the name National Lampoon, Inc., in November 2002.

                       Going Concern Doubt

The management believes that the Company's net losses of
$8.6 million and $5.1 million in the prior two years, net loss of
$2.9 million during the first six months of the 2006 fiscal year,
and accumulated deficit of $34.8 million at Jan. 31, 2006, raise
concerns about its ability to continue as a going concern.


NVE INC: Gets Court Approval to Hire Carmin Reiss as Mediator
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave NVE,
Inc., permission to appoint Carmin C. Reiss of Resolutions, LLC,
as its mediator.

The Debtor has been in negotiation with the Creditors' Committee,
retailer representatives and other interested parties in
connection with the structuring of mediation procedures.

The Debtor believes that Carmin Reiss' services is necessary to
conduct a global mediation concerning the treatment of all claims
against the Debtor and third parties.

Ms. Reiss charges $300 per hour for her work.

Interested parties have agreed that the cost of the mediation
services will be divided into:

    a) one quarter of the mediation cost to be paid by the Debtor;

    b) one quarter of the mediation cost to be paid by the
       Debtor's president, Robert Occhifinto;

    c) one quarter of the mediation cost to be paid by the product
       liability plaintiffs; and

    d) one quarter of the mediation cost to be paid by the retail
       defendants.

To the best of the Debtor's knowledge, Mr. Dobbs is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq.,
Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at
Wasserman, Jurista & Stolz, represent the Debtor in its
restructuring efforts.  Derek John Craig, Esq., at Brown Raysman
Millstein Felder & Steiner LLP, and David J. Molton, Esq., at
Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed $10,966,522 in total
assets and $14,745,605 in total debts.


O.M. REALTY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: O.M. Realty Corp.
        9A South Broadway, Suite 160
        Tarrytown, New York 10591

Bankruptcy Case No.: 06-22374

Type of Business: The Debtor previously filed for chapter 11            
                  protection on December 29, 2005 (Bankr. S.D.N.Y.  
                  Case No. 05-27056).

Chapter 11 Petition Date: June 19, 2006

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  12 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430

Total Assets: $2,072,733

Total Debts:  $1,436,261

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gerard Altieri, CPA              Accountant             $15,000
35 Highbridge Road
Pelham, NY 10803

Errol McIntosh                   Architectural          $15,000
20 East First Street             Services
Mount Vernon, NY 10550

Broadway Premium                 Insurance Premiums     $10,000
Funding Corp.
100 Broadway 3rd Floor
New York, NY 10005

Board of Water Supply            Water Charges             $176
P.O. Box 271
Mount Vernon, NY 10551

Andrew Romano, Esq.              Legal Fees             Unknown
20 South Broadway
Yonkers, NY 10701

Betty Simmons                    Personal Injury        Unknown
Kelin & Folchetti                Claim
15 Fisher Lane
White Plains, NY 10603

Comm Preservation Corp.          Notice Only            Unknown
245 Saw Mill River Road
Hawthorne, NY 10532

Gross & Gross                    Legal Fees             Unknown
9 West Prospect Avenue
Mount Vernon, NY 10550

Internal Revenue Service         Taxes                  Unknown
Special Procedures
P.O. Box 266 Room 309
Buffalo, NY 14201

Joseph E. St. Onge. Esq.         Legal Fees             Unknown
670 White Plains Road
Penthouse
Scarsdale, NY 10583

NYS Department of Tax and        Taxes                  Unknown
Finance
Bankruptcy Section
P.O. Box 5300
Albany, NY 12205-0300

Stanley N. Kutcher, P.C.         Legal Fees             Unknown
1501 Broadway
New York, NY 10036-5591


OCA INC: Equity Panel Wants Adams & Reese as Local Bankr. Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of OCA, Inc.,
and its debtor-affiliates asks the Honorable Jerry A. Brown of the
U.S. Bankruptcy Court for the Eastern District of Louisiana in New
Orleans for permission to retain Adams and Reese LLP as its local
bankruptcy counsel, nunc pro tunc to June 14, 2006.

Adams and Reese will assist in the performance of the Equity
Committee's duties in the Debtors' bankruptcy cases and will take
any action necessary or required to represent the Equity
Committee's interests.

The Equity Committee will oversee the coordination of Bell Boyd &
Lloyd LLC, its lead counsel, and Adams and Reese to ensure that
there is no duplication of costs and legal effort.

Robin B. Cheatham, Esq., a partner at Adams and Reese LLP, did not
disclose his or the firm's hourly rates.

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

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No. 06-10179).  
Three Debtors also filed for bankruptcy protection on June 1, 2006
(Bankr. E.D. La. Case No. 06-10503).  William H. Patrick, III,
Esq., at Heller Draper Hayden Patrick & Horn, LLC, represents the
Debtors.  Patrick S. Garrity, Esq., and William E. Steffes, Esq.,
at Steffes Vingiello & McKenzie LLC represent the Official
Committee of Unsecured Creditors.  Carmen H. Lonstein, Esq., at
Bell Boyd & Lloyd LLC and Robin B. Cheatham, Esq., at Adams and
Reese LLP represent the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed US$545,220,000 in total assets and
US$196,337,000 in total debts.


OCA INC: General Claims Bar Date of the June Debtors is June 28
---------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana in New Orleans established 4:30 p.m.
on June 28, 2006, as the deadline for all creditors owed money by
the June OCA Inc. debtor-affiliates, arising prior to June 1,
2006, to file their proofs of claim.

OCA Inc.'s debtor-affiliates that filed chapter 11 petitions on
June 1, 2006, are:

      Entity                                  Case No.
      ------                                  --------
      Orthodontic Centers of Hawaii, Inc.     06-10503
      Orthodontic Centers of Iowa, Inc.       06-10504
      Orthodontic Centers of Idaho, Inc.      06-10505

All governmental units have until 4:30 p.m. on Nov. 12, 2006, to
file their proofs of claim.

Creditors must file written proofs of claim on or before the
General or Governmental Bar Dates and those forms must be received
electronically, by mail, hand delivery, courier, or overnight
service to:

              Clerk of the Bankruptcy Court
              Eastern District of Louisiana
              601 Hale Boggs Federal Building
              501 Magazine Street
              New Orleans, LA 70130

A claimant must file a proof of claim in each of the June Debtor's
bankruptcy case for which it asserts a claim against that
particular June Debtor.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No. 06-10179).  
Three Debtors also filed for bankruptcy protection on June 1, 2006
(Bankr. E.D. La. Case No. 06-10503).  William H. Patrick, III,
Esq., at Heller Draper Hayden Patrick & Horn, LLC, represents the
Debtors.  Patrick S. Garrity, Esq., and William E. Steffes, Esq.,
at Steffes Vingiello & McKenzie LLC represent the Official
Committee of Unsecured Creditors.  Carmen H. Lonstein, Esq., at
Bell Boyd & Lloyd LLC and Robin B. Cheatham, Esq., at Adams and
Reese LLP represent the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed US$545,220,000 in total assets and
US$196,337,000 in total debts.


OREGON STEEL: S&P Withdraws B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Oregon Steel Mills Inc. on CreditWatch with
positive implications and subsequently, at the company's request,
withdrew the ratings.

The CreditWatch placement reflected:

   * the company's announcement to redeem its 10% first-mortgage
     notes due July 15, 2009, totaling $303 million;

   * the possibility it will maintain a conservative policy; and

   * its improved business profile.

The company expects to use a combination of cash and drawdowns
under its $175 million credit facility to fund the redemption.  
The notes will be redeemed effective July 15, 2006.
     
"The proposed transaction would significantly improve the balance
sheet and financial metrics," said Standard & Poor's credit
analyst Thomas Watters.


PALM BEACH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Palm Beach Landscape, Inc.
        aka P.B. Landscaping, Inc.
        aka P.B. Landscape, Inc.
        c/o W. Clark Whiddon, Jr.
        14375 Okeechobee Boulevard
        Loxahatchee, Florida 33470

Bankruptcy Case No.: 06-12642

Type of Business: The Debtors are landscape contractors.

Chapter 11 Petition Date: June 19, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  Julianne R. Frank, P.A.
                  11380 Prosperity Farms Road, Suite 114
                  Palm Beach Gardens, Florida 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479

Total Assets:   $963,106

Total Debts:  $1,163,328

The Debtor did not file a list of its 20 largest unsecured
creditors.


PANAMSAT: FCC Gives Nod on Intelsat Holdings Merger
---------------------------------------------------
The Federal Communications Commission approved the merger of
Intelsat Holdings, Ltd., with PanAmSat Holding Corporation.

Upon completion of the transaction, PanAmSat will become an
indirect wholly owned subsidiary of Intelsat.  Post-merger,
PanAmSat and its subsidiaries will continue as separate corporate
entities.  The transaction involves the transfer of control, to
Intelsat, of Commission-issued licenses and authorizations held by
PanAmSat Licensee Corp. and PanAmSat H-2 Licensee Corp., two
subsidiaries of PanAmSat.  The two licensees are authorized to
operate non-common carrier Fixed-Satellite Service satellites
using the C- and Ku-bands, as well as numerous non-common carrier
earth stations that transmit and/or receive signals in those
frequency bands.

Intelsat is an FSS operator that owns and operates a global
satellite system providing end-to-end network services to
telecommunications operators, corporate network integrators,
governments, Internet service providers, and broadcasters around
the world.  Intelsat primarily serves the voice, data, and
interconnectivity requirements of telecommunications and
government customers.  PanAmSat is an FSS provider that serves the
video market in North America and Latin America and provides
satellite services elsewhere in the world.  

The transaction was unopposed.  The Commission conditioned its
approval on Intelsat's compliance with certain national security
and law enforcement commitments and undertakings Intelsat made to
the U.S. Department of Justice, including the Federal Bureau of
Investigation, and the U.S. Department of Homeland Security.

                         About Intelsat

Intelsat, Ltd. - http://www.intelsat.com/-- offers telephony,    
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for high-
quality connections, global reach and reliability.

                         About PanAmSat

Through its owned and operated fleet of 25 satellites, PanAmSat
Holding Corp. (NYSE: PA) -- http://www.panamsat.com/-- is a   
leading global provider of video, broadcasting and network
distribution and delivery services.  It transmits 1,991 television
channels worldwide and, as such, is the leading carrier of
standard and high-definition signals.  In total, the Company's in-
orbit fleet is capable of reaching over 98 percent of the world's
population through cable television systems, broadcast affiliates,
direct-to-home operators, Internet service providers and
telecommunications companies.  In addition, PanAmSat supports
satellite-based business networks in the U.S., as well as
specialized communications services in remote areas throughout the
world.  

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 31, 2005,
Standard & Poor's Ratings Services placed PanAmSat's `BB'
corporate credit rating, the second highest junk level, on
CreditWatch with negative implications.  The action follows the
announcement of a definitive merger agreement between Intelsat and
PanAmSat Holding Corp., the parent of PanAmSat Corp.


PARMALAT USA: U.S. Court Extends TRO on Creditors Until Sept. 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
continued its temporary restraining order until midnight (New York
time) of September 7, 2006, at Gordon I. MacRae and James
Cleaver's request.

The Temporary Restraining Order bars all persons subject to the
jurisdiction of the U.S. Court from commencing or continuing any
action to collect a prepetition debt against the Debtors without
obtaining relief from the Court.

Unless further extended, Parmalat Finanziaria will have until
October 10, 2006, to answer the petition commencing the ancillary
proceedings.

Messrs. MacRae and Cleaver were appointed as official liquidators
of Parmalat Capital Finance Limited, Dairy Holdings Limited, and
Food Holdings Limited by the Grand Court of Cayman Islands in
May.

The U.S. Bankruptcy Court's consideration of Messrs. MacRae and
Cleaver's application for a preliminary injunction is adjourned
to September 6, 2006.

The Official Liquidators have opted not to seek entry of a
preliminary injunction until after the proceedings in the Grand
Court are concluded.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT USA: Three Suits Consolidated in New York District Court
-----------------------------------------------------------------
Gordon I. MacRae and James Cleaver, Joint Official Liquidators of
Food Holdings Limited and Dairy Holdings Limited, has filed a
lawsuit against various Bank of America entities, Grant Thornton
entities, and Deloitte Touche Tohmatsu entities before the U.S.
District Court for the Southern District of New York.

Messrs. MacRae and Cleaver, also as Joint Official Liquidators of
Parmalat Capital Finance Limited, brought separate suits against
BofA in a North Carolina state court, and against Grant Thornton
in an Illinois state court.

The BofA and Grant Thornton litigations were subsequently removed
to federal court in their original jurisdictions and then
transferred to the Southern District of New York.  The Illinois
action was transferred pursuant to 28 U.S.C. Section 1404(a),
while the North Carolina action was transferred solely for pre-
trial administration.

The Food & Dairy Litigation, the BofA Litigation and the Grant
Thornton Litigation have been consolidated for pre-trial
administration before the Honorable Lewis A. Kaplan of the U.S.
District Court for the Southern District of New York.

The lawsuits allege a myriad of financial improprieties,
including fraud, negligent misrepresentation, and breach of
fiduciary duty.  The Liquidators seek to recover losses the
Finance Companies incurred after Parmalat collapsed in 2003.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PETROHAWK ENERGY: S&P Rates Proposed $650 Mil. Senior Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on independent exploration and production company Petrohawk
Energy Corp. to 'B' from 'B-'.  The ratings upgrade follows the
company's pending merger with KCS Energy Inc.

Also, Standard & Poor's assigned a 'B-' rating to Petrohawk's $650
million proposed senior unsecured notes (due 2013) that will be
used along with bank debt to fund the cash consideration with
regards to the KCS Energy transaction, and to refinance existing
debt.  In addition, the ratings on Petrohawk were removed from
CreditWatch with positive implications.  The outlook is now
stable.

At the same time, Standard & Poor's removed the 'B-' ratings on
KCS Energy's $250 million senior unsecured notes from CreditWatch
with negative implications.  The outlook is now stable, and the
notes will remain outstanding after the merger with Petrohawk.
The ratings are dependent on the successful completion of the
transaction as outlined.  Related financings and the merger are
expected to close on July 12, 2006.  The corporate credit rating
on KCS Energy will be withdrawn on the close of the transaction.

Pro forma for the transaction, Houston, Texas-based Petrohawk will
have $1.3 billion in debt.

Petrohawk will be purchasing KCS Energy for roughly $1.8 billion,
including assumed debt.  The purchase price reflects upcycle
pricing that is consistent with recent onshore transactions,
valued at close to $4 per thousand cubic feet equivalent on a
total proved basis.

"The stable outlook reflects the expectation that Petrohawk will
maintain adequate liquidity to fund capital expenditures and cover
fixed charges in the near to intermediate term," said Standard &
Poor's credit analyst Jeffrey B. Morrison.

Positive ratings actions will likely be limited in the near term,
until the company can reduce debt leverage and demonstrate an
ability to successfully replace reserves and grow production
organically.

"Negative ratings actions could result if operating performance
deviates materially from our expectations, or if management
pursues additional acquisitions in a manner that further degrades
the company's financial risk profile," he continued.


PROVIDENTIAL HOLDINGS: Gets Financing Pledge for Western Med. Buy
-----------------------------------------------------------------
Providential Holdings Inc. (OTCBB:PRVH) (Berlin Stock Exchange and
Frankfurt Stock Exchange:PR7 - WKN 935160) received a financing
commitment for a total of $5.5 million from Northern Healthcare
Capital, LLC, including a $2.5 million revolving working capital
line that may be increased to accommodate future sales growth, for
the acquisition of key assets of Western Medical, Inc., an Arizona
corporation engaged in the business of selling durable medical
equipment and providing related services, with headquarters in
Phoenix, Arizona.

According to the asset purchase agreement previously executed by
Western Medical and Providential Holdings, the Company will
purchase key assets, valued at approximately $15 million, of
Western Medical for $5.25 million in cash.

Western Medical filed a Chapter 11 Petition on June 15, 2006, with
the U.S. Bankruptcy Court for the District of Arizona.  Western
Medical currently awaits the decision of the Court, which may
assert and approve higher and better bids.

The closing of the transaction is subject to the approval of the
Court and other conditions as described in the asset purchase
agreement and is expected to occur on an agreed-upon date no later
than 10 business days following entry of a final Sale Order by the
Court.

Robert Buceta, corporate strategist of Providential Holdings,
Inc., commented: "We are pleased to announce the financing
commitment from Northern Healthcare Capital, LLC for this
transaction and believe the consummation of this acquisition will
greatly benefit all pertinent stakeholders, including Northern
Healthcare Capital and Providential Holdings shareholders, in the
very near future."

                      About Western Medical

Headquartered in Phoenix, Arizona, Western Medical, Inc. --
http://www.westernmedicalinc.net/-- sells and distributes medical  
and hospital equipment.  The company filed for chapter 11
protection on June 15, 2006 (Bankr. D. Ariz. Case No. 06-01784).  
Brenda K. Martin, Esq., at Osborn Maledon, P.A., represents the
Debtor.  When the Debtor filed for protection from its creditors,
it estimated asstes between $1 million to $10 million and debts
between $10 million and $50 million.

                   About Providential Holdings

Basedin Huntington Beach, California, Providential Holdings, Inc.
(OTCBB:PRVH) -- http://www.phiglobal.com/-- specializes in    
mergers and acquisitions and independent energy business.  The
Company acquires and consolidates special opportunities in
selective industries to create additional value, acts as an
incubator for emerging companies and technologies, and provides
financial consultancy and M&A advisory services to U.S. and
foreign companies.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Kabani & Company, Inc., raised substantial doubt about
Providential Holdings, Inc.'s ability to continue as a going
concern after it audited the Company's financial results for the
year ended June 30, 2005.  The auditors pointed to the Company's
accumulated deficit and losses in the years ended June 30, 2005,
and 2004.  At March 31, 2006, the Company's balance sheet showed
accumulated deficit of $18,970,157.  The company posted a $186,050
net loss for the period ended March 31, 2006.


REDPRAIRIE CORP: S&P Junks Rating on New $45 Million Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Waukesha, Wisconsin-based RedPrairie Corp.

At the same time, Standard and Poor's assigned its 'B' rating,
with a recovery rating of '2', to RedPrairie's proposed $170
million first-lien senior secured bank facility, which will
consist of a 5-year, $20 million revolving credit facility and a
6-year, $150 million term loan.

Standard & Poor's also assigned its 'CCC+' rating, with a recovery
rating of '5', to RedPrairie's proposed 6.5-year, $45 million
second-lien senior secured bank facility.  The outlook is stable.

The first-lien bank loan rating, which is the same as the
corporate credit rating, along with the '2' recovery rating,
reflect Standard & Poor's expectation of substantial (80%-100%)
recovery of principal by creditors in the event of a payment
default.  

The second-lien bank loan rating, which is two notches below the
corporate credit rating, along with the '5' recovery rating,
reflect Standard & Poor's expectation of negligible (0%-25%)
recovery of principal by creditors in the event of a payment
default or bankruptcy, given their priority in the capital
structure.  Proceeds from the facilities, along with approximately
$29 million of cash and equity, will be used to fund the
acquisition of BlueCube Software Inc. and to refinance existing
debt.
      
"The ratings on RedPrairie reflect its narrow product focus within
a highly competitive and consolidating marketplace, moderately
acquisitive growth strategy, and high debt leverage," said
Standard & Poor's credit analyst Ben Bubeck.

These are only partly offset by a largely recurring revenue base,
supported by a broad customer base and relatively stable operating
margins.

RedPrairie is a global provider of supply chain execution software
and services for warehouse, labor and transportation management
activities, coordinating interaction between manufacturers,
distributors, wholesalers and retailers.  Pro forma for the
proposed bank facilities, RedPrairie will have approximately $205
million of operating lease-adjusted total debt as of June 2006.


REEDS INC: Post $369,597 Net Loss in First Quarter 2006
-------------------------------------------------------
Reed's Inc. filed its first quarter financial statements for the
three months ended March 31, 2006, with the Securities and
Exchange Commission on June 15, 2006.

The Company reported an $369,597 net loss on $1,979,272 of sales
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $5,138,925
in total assets and $5,054,014 in total liabilities resulting in
$84,911 stockholders' deficit.  The March 31 balance sheet also
showed accumulated deficit at $3,628,660.

The Company's March 31 balance sheet further showed strained
liquidity with $2,454,126 in total current assets available to pay
$3,769,282 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?bae

                        Going Concern Doubt

Weinberg & Company, P.A., in Los Angeles, California, raised
substantial doubt about Reed 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 loss in operations and working capital
deficiency.

                          About Reed Inc.

Reed's Inc. produces and distributes herbal drink supplements in
the United State and Canada.  Chris Reed, CEO and president, holds
60 percent of the company.


REFCO INC: Refco FX Issues Correction on FX Trading.com Release
---------------------------------------------------------------
In response to a number of serious factual errors contained in a
news release issued by FX Trading.com on Saturday, June 17, 2006,
Refco FX Associates, LLC, a subsidiary of Refco Inc., sought to
clarify information regarding the sale of RFXA and its customers'
ability to trade on the refcofx.com website.

RFXA reiterated that, because of its bankruptcy filing October 17,
2005, RFXA customers have not been permitted to withdraw amounts
on deposit with refcofx.com or to make additional deposits.
Customers have been allowed to continue to trade throughout the
bankruptcy based on the balances shown in their accounts as of the
bankruptcy filing date and can continue to do so through June 30,
2006 at which time trading will no longer be permitted.

In previous announcements, RFXA has said that it is seeking buyers
both for its 35% stake in the website operation, which is majority
owned and operated by Forex Capital Markets, Ltd., and its
customer accounts and related assets.

"In what seems to be a blatant attempt to solicit RFXA customers
and interfere with the bankruptcy process, FX Trading distributed
what purports to be a news release that contained a number of
serious misstatements and factual errors," said Harrison J Goldin,
chief executive officer of Refco, Inc.  "This has the potential of
impeding the sale process and serves neither our customers nor
creditors, who would ultimately benefit from such a transaction.
This is because a sale of the customer accounts would likely
involve at least the partial assumption of account balances for
those customers who trade with the buyer after the sale."

                         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).


REYNOLDS AMERICAN: Tender Offer for Unit's $1.45 Bil. Notes Expire
------------------------------------------------------------------
Reynolds American Inc. (NYSE: RAI) reported the expiration of its
previously announced offer to exchange, in a private offering, its
new senior secured notes for up to $1.45 billion aggregate
principal amount outstanding of notes previously issued by RAI's
direct, wholly owned subsidiary, R.J. Reynolds Tobacco Holdings,
Inc., and the related consent solicitation to amend the indentures
under which the RJR Notes were issued.

The exchange offer expired at 5:00 p.m., New York City time, on
June 16, 2006.  The RJR Notes consist of:

      * $300 million aggregate principal amount of 6.500% Notes
        due 2007;

      * $200 million aggregate principal amount of 7.875% Notes
        due 2009;

      * $300 million aggregate principal amount of 6.500% Secured
        Notes due 2010;

      * $450 million aggregate principal amount of 7.250% Notes
        due 2012; and

      * $200 million aggregate principal amount of 7.300% Secured
        Notes due 2015.

As of the Expiration Date, approximately $1.29 billion aggregate
principal amount of the RJR Notes (approximately 88.9% of the
total outstanding) had been validly tendered for exchange and not
withdrawn, including:

      * $236.4 million aggregate principal amount of 6.500% Notes
        due 2007 (78.8% of that series);

      * $185.7 million aggregate principal amount of 7.875% Notes
        due 2009 (92.9%);

      * $299.3 million aggregate principal amount of 6.500%
        Secured Notes due 2010 (99.8%);

      * $367.9 million aggregate principal amount of 7.250% Notes
        due 2012 (81.8%); and

      * $199.4 million aggregate principal amount of 7.300%
        Secured Notes due 2015 (99.7%).

RAI will accept all of these RJR Notes validly tendered and not
withdrawn as of the Expiration Date.  Settlement of the exchange
offer is expected to occur on June 20, 2006. Upon settlement of
the exchange offer, RAI will issue its new series of RAI Exchange
Notes, in the aggregate principal amount of approximately $1.29
billion, each of which series will have identical terms as the
corresponding series of RJR Notes exchanged with respect to
principal amounts, interest rates, redemption terms and interest
payment and maturity dates.

Holders of the RJR Notes were eligible to participate in the
exchange offer only if they were either: (a) "institutional
accredited investors" as defined in Rule 501(a)(1),(2),(3) and (7)
under the Securities Act of 1933, as amended, and also "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act; or (b) non-U.S. persons outside the United States in reliance
on Regulation S under the Securities Act.

The RAI Exchange Notes have not been registered under the
Securities Act or any state securities laws. Therefore, the RAI
Exchange Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

In conjunction with the exchange offer, consents were solicited to
eliminate substantially all of the restrictive covenants and a
bankruptcy event of default contained in the two indentures
governing the RJR Notes.  As of the Expiration Date, the requisite
number of consents to adoption of the proposed amendments to both
indentures had been validly delivered and not validly revoked.
Accordingly, The Bank of New York Trust Company, N.A., as trustee
under the indentures, RJR as issuer, and RAI and the other
guarantors of the RJR Notes will enter into supplemental
indentures effecting the amendments, which will be operative upon
RAI's acceptance of the RJR Notes validly tendered in the exchange
offer and not validly withdrawn.

Reynolds American Inc. -- http://www.ReynoldsAmerican.com-- is  
the parent company of R.J. Reynolds Tobacco Company, Conwood
Company, L.P., Santa Fe Natural Tobacco Company, Inc., Lane
Limited and R.J. Reynolds Global Products, Inc.

R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco
company, manufactures about one of every three cigarettes sold in
the country.  The company's brands include five of the 10 best-
selling U.S. brands: Camel, Kool, Winston, Salem and Doral.

Conwood Company, L.P. is the nation's second-largest manufacturer
of smokeless tobacco products.  Its leading brands are Kodiak,
Grizzly and Levi Garrett.  Santa Fe Natural Tobacco Company, Inc.
manufactures Natural American Spirit cigarettes and other tobacco
products for U.S. and international markets.  Lane Limited
manufactures several roll-your-own, pipe tobacco and little cigar
brands, and distributes Dunhill tobacco products.  R.J. Reynolds
Global Products, Inc. manufactures, sells and distributes
American-blend cigarettes and other tobacco products to a variety
of customers worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on May 24, 2006,
Fitch assigned a 'BB+' rating to Reynolds American Inc.'s
Guaranteed secured notes.


SANITARY & IMPROVEMENT: Wants Until July 1 to File Chapter 9 Plan
-----------------------------------------------------------------
Sanitary & Improvement District 425 of Douglas County, Nebraska,
and the Official Committee of Unsecured Creditors appointed in the
District's Chapter 9 case ask the U.S. Bankruptcy Court for the
District of Nebraska to further extend until July 1, 2006, the
time within which the Debtor can file its plan of adjustment for
the Debtor's debts.

The Debtor and the Committee have been working closely to prepare
a supplemental matrix and schedules of creditors and to inform
creditors as to the status and nature of bankruptcy.  Furthermore,
they have been working with the Debtor's members and various
security firms to prepare projections as to the Debtor's income
over the next several years in order to determine feasibility of
payments to creditors.

The extension will provide the Debtor and the Committee more time
to prepare and formulate a consensual plan.

Headquartered in Omaha, Nebraska, Sanitary & Improvement District
425 of Douglas County, Nebraska filed for chapter 9 protection on
Oct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871).  Mark James
LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, represents
the Debtor in its restructuring efforts.  William L. Biggs, Jr.,
Esq., at Gross & Welch represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $500,000 to $1 million
and estimated debts between $10 million to $50 million.


SILICON GRAPHICS: Taps Morgan Lewis as Special IP Counsel
---------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
Silicon Graphics, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York's
authority to employ Morgan, Lewis & Bockius LLP as their special
intellectual property counsel, nunc pro tunc to the Petition Date.

According to Kathy Lanterman, senior vice president and chief
financial officer of Silicon Graphics, Inc., it is essential for
the Debtors to employ special advisors because of the nature of
the Debtors' operations and contemplated reorganization.

Ms. Lanterman relates that Morgan Lewis has extensive expertise,
experience and knowledge in the field of intellectual property
making it well qualified to represent the Debtors.  The
professionals of Morgan Lewis are members in good standing of the
Bar of the states of California and New York, Ms. Lanterman says.

In addition, Ms. Lanterman points out that Douglas J. Crisman,
Esq., a partner at Morgan Lewis, is intimately familiar with the
Debtors' intellectual property portfolio and businesses and the
relevant legal issues because he was formerly SGI's director of
Intellectual Property.

As IP Counsel to the Debtors, Morgan Lewis will be responsible
for:

    -- counseling the Debtors with respect to patent, trademark,
       licensing, open source, and other issues relating to
       transactional and non-transactional matters; and

    -- the litigation of intellectual property disputes, including
       matters that may come before the Court in connection with
       the Debtors' Chapter 11 case concerning intellectual
       property.

Morgan Lewis' customary hourly rates are:

             Professionals             Rates Per Hour
             -------------             --------------
             Counsel                    $330 to $530
                Douglas J. Crisman              $450

             Partners                   $430 to $750
                Andrew Gray                     $530
                James Bollinger                 $750

             Associates                 $210 to $500
                Tim Heaton                      $500

             Paraprofessionals          $130 to $200
                Jeremy Sullivan                 $175

Mr. Crisman informs the Court that prior to the Petition Date,
Morgan Lewis received a $50,000 general retainer for services
rendered and expenses incurred on behalf of the Debtors.  The firm
has applied the retainer to prepetition fees and holds the balance
to be applied to postpetition fees and expenses, as allowed by the
Court.

As of the Petition Date, the Debtors do not owe Morgan Lewis any
amounts for prepetition services or expenses that are not covered
by the retainer.

Mr. Crisman assures the Court that his firm does not have any
connection with or interest adverse to the Debtors or any party-
in-interest.  Morgan Lewis has not and will not represent any
parties other than the Debtors in their Chapter 11 cases or in
connection with any adverse matters, he says.

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. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Court OKs Lease Settlement Pact with 3 Landlords
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
overruled all the objections not settled or withdrawn and approved
Silicon Graphics, Inc., and its debtor-affiliates' settlement
agreement with the landlords of three nonresidential real property
leases located in Mountain View, California:

    Lease     Landlord                      Location
    -----     --------                      --------
    CTC-A     WXIII/Crittenden Realty       1200 Crittenden Lane
              A/B, L.L.C.

    CTC-C/D   WXIII/Crittenden Realty C,    1400 Crittenden Lane
              L.L.C., and WXIII/Crittenden  and 1500 Crittenden
              Realty D, L.L.C.              Lane

    ATC       WXIII/Amphitheatre            1600 Amphitheatre
              Realty, L.L.C.                Parkway

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

                         Capmark Responds

Prior to the Court's approval, Capmark Financial Group, Inc.,
formerly known as GMAC Commercial Mortgage Corporation, is a
leasehold mortgagee, and Silicon
Graphics, Inc., is a tenant, for one of the premises located at
1200 Crittenden Lane, Mountain View, California 94043.

Lorri E. Staal, Esq., at Dechert LLP, in New York, relates that
to secure its obligations under its lease, SGI arranged for a
$4,500,000 letter of credit to be issued by Wells Fargo Bank, N.
A., for the benefit of both Capmark and the landlord of the
Premises, WXIII/Crittenden realty A/B, LLC.

The Lease defines "event of default" to include a filing of a
bankruptcy petition by SGI.  Pursuant to the Letter of Credit, by
an Event of Default, Capmark is permitted to draw down the full
amount of funds available.

On May 8, 2006, the Debtors commenced the adversary proceeding
seeking to permanently enjoin Capmark from drawing on or
receiving proceeds of the Letters of Credit based on the Event of
Default.  The Debtors also asked for a temporary restraining
order and a preliminary injunction.

Capmark has not yet drawn on the Letter of Credit but has
reserved all of its rights to do so in the future.

Ms. Staal relates that the Debtors negotiated with the Landlord
regarding termination of the Lease.  The Landlord and its
affiliates also negotiated a sale of their leasehold interests to
and reached an agreement in principle with Google, Inc.

Capmark does not object to the Settlement Agreement.  However, if
the Court does not approve the Settlement Agreement in its
entirety, or if the purchase agreement with Google is not
consummated, Capmark reserves all of its rights with respect to
the Letter of Credit.

Accordingly, Capmark asks the Court to deny the Debtors' request
to the limited extent it impairs Capmark's right to draw down the
entire amount of the Letter of Credit based on any Event of
Default under the Lease.

                    Committee Joins In Settlement

The Official Committee of Unsecured Creditors supports the
Debtors' request to approve their settlement agreement with
WXIII/Amphitheatre Realty, L.L.C., WXIII/Crittenden Realty A/B,
L.L.C., WXIII/Crittenden Realty C, L.L.C., and WXIII/Crittenden
Realty D, L.L.C.

                  Google Buys California Property

On June 9, 2006, Google, Inc., entered into a Purchase and Sale
Agreement with:

    * WXII/Amphitheatre Realty, L.L.C.,
    * WXIII/Crittenden Realty A/B, L.L.C.,
    * WXIII/Crittenden Realty C, L.L.C., and
    * WXIII/Crittenden Realty D, L.L.C.

According to Eric Schmidt, chairman of the Executive Committee
and chief executive officer of Google, Inc., the Company has
agreed to purchase all of the Landlords' leasehold title to the
property located at 1600 Amphitheatre Parkway and 1200-1500
Crittenden Lane, Mountain View, California, totaling
approximately 978,066 square feet.

Mr. Schmidt, in a regulatory filing with the Securities and
Exchange Commission, discloses that Google will pay $319,000,000,
of which $10,000,000 was placed into escrow on June 9, 2006.

The ownership of the Property is subject to ground leases with
the City of Mountain View, Santa Clara County, California.
Google has agreed to assume the Landlords' rights and obligations
under the Ground Lease.

Mr. Schmidt discloses that the Ground Lease related to 1600
Amphitheatre contains an initial term expiring in 2050 with four
options to extend the term for additional periods of ten years
each.  Rent payments under the 1600 Amphitheatre Ground Lease
will be approximately $140,000 per month and will increase by 4%
each year thereafter.  In addition, rent payments under the 1600
Amphitheatre Ground Lease will be re-adjusted every ten years so
that the annual rent equals 7% of the then-current fair market
value.

Additionally, Mr. Schmidt continues, the Ground Lease related to
1200-1500 Crittenden Lane contains an initial term expiring in
2051 with four options to extend the term for additional periods
of ten years each.  Rent payments under the 1200-1500 Crittenden
Lane Ground Lease will be approximately $175,000 per month will
increase by 4% each year thereafter.  Rent payments under the
1200-1500 Crittenden Lane Ground Lease will be re-adjusted every
ten years so that the annual rent equals 7% of the then-current
fair market value.

In addition to customary closing conditions, the purchase of the
Property is subject to:

    (1) the approval by the bankruptcy court overseeing Silicon
        Graphics, Inc.'s bankruptcy action of a settlement
        agreement between SGI and the Sellers relating to certain
        commercial leases on the Property; and

    (2) the written consent by the City of Mountain View of the
        assignment of the Ground Lease by the Sellers to Google.

With the recent bankruptcy court approval of the SGI Agreement,
Google expects the transaction to close no later than June 30,
2006; provided, however, that the Landlords may extend the
closing date for a period of up to 15 days in order to satisfy
certain closing conditions.

Prior to entering into the Purchase Agreement, Google subleased
certain office space at 1600 Amphitheatre from SGI, subject to a
master commercial lease between SGI and the Landlords.

                     About Silicon Graphics

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. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOYODO GROUP: March 31 Balance Sheet Upside-Down by $420,032
------------------------------------------------------------
Soyodo Group Holdings, Inc. filed its 1st 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 $187,158 net loss on $680,103 of revenues
for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $1,407,954
in total assets, $1,827,986 in total liabilities, resulting in a
$420,032 stockholders' deficit.

A full-text copy of the Company's financial statements for the
three months ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?ad7

                        Going Concern Doubt

Jaspers + Hall, P.C., in Denver, Colorado, raised substantial
doubt about Soyodo'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
difficulty to generate sufficient cash flows to meet its
obligations and sustain its operations.

As of December 31, 2005, the Company's current liabilities
exceeded its current assets by $583,387, and it incurred a net
loss of $232,874.  The Company has signed operating leases with a
financial commitment totaling $1,558,000 in the next three years.  
Soyodo's management believes that the Company's ability to
continue as a going concern is dependent upon its ability to
achieve profitable operations and to develop additional sources of
capital.

                       About Soyodo Group

Based in Monterey Park, California, Soyodo Group Holdings, Inc. is
engaged in the retail business in locations around the country
with large Chinese immigrant populations, offering Chinese
culture-related merchandise such as books, pre-recorded CDs,
stationery, gifts, and sports goods from China.  The company
operates six stores in California and Illinois.


SYSTEMS EVOLUTION: Files Four Amended Financial Statements
----------------------------------------------------------
Systems Evolution Inc. filed with the Securities and Exchange
Commission on June 16, 2006, its amended financial statements for:

   -- the year ended May 31, 2005;
   -- the first quarter ended Aug. 31, 2005;
   -- the second quarter ended Nov. 30, 2005; and
   -- the third quarter ended Feb. 28, 2006.

The Company's Statement of Operations showed:

                               For the period ended
               -------------------------------------------------
                   Year      Quarter      Quarter     Quarter
                 05/31/05    08/31/05     11/30/05    02/28/06
               ----------   ----------   ----------  -----------
Revenues       $3,768,687   $1,355,388   $1,049,601   $1,116,756

Net (Loss)    ($1,718,908) ($1,325,088) ($2,858,873) ($9,577,812)

The company's Balance Sheet showed:

                               For the period ended
               -------------------------------------------------
                   Year      Quarter     Quarter      Quarter
                 05/31/05    08/31/05    11/30/05     02/28/06
               ----------   ----------  ----------   -----------
Current Assets   $933,793     $902,086    $857,694      $809,245

Total Assets   $9,294,788   $9,056,849  $8,368,799    $7,928,335

Current
Liabilities    $6,320,705   $7,215,103  $9,028,577   $18,087,113

Total
Liabilities    $6,477,848   $7,393,594  $9,259,745   $18,312,907

Total
Stockholders'
Equity
(Deficit)      $2,816,940   $1,663,255   ($890,946) ($10,384,572)


                       Reasons of Amendment

These financial statements were restated to properly reflect
derivative accounting for warrants issued to consultants; and
conversion features of convertible notes payable and their
associated warrants.

Warrants issued to consultants and those associated with the
convertible notes payable have been accounted for as freestanding
derivative liabilities instead of equity as were originally filed.
Additionally, the embedded conversion options of the convertible
notes payable have been bifurcated from the debt and accounted for
separately as derivative liabilities instead of equity as were
originally filed.

Full-text copies of the company's financial statements are
available for free at:

   Year Ended
   May 31, 2005             http://ResearchArchives.com/t/s?bb5

   First quarter ended
   Aug. 31, 2005            http://ResearchArchives.com/t/s?bb6

   Second quarter ended
   Nov. 30, 2005            http://ResearchArchives.com/t/s?bb7

   Third quarter ended
   Feb. 28, 2006            http://ResearchArchives.com/t/s?bb8


                        Going Concern Doubt

Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about Systems Evolution Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended May 31, 2005.  The auditor pointed
to the Company's significant losses for the last three fiscal
years.

                      About Systems Evolution

Systems Evolution Inc. (OTCBB: SEVI) is a professional service
organization that provides computer software development services,
computer network support, and contract staff.  The Company uses
Microsoft, Novell, and IBM Rational tools to build software and
support computer networks and its largest client is the State of
Texas government.


TEXAS PETROCHEMICALS: S&P Rates $70 Million Facility at B+
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Texas Petrochemicals LP and its 'B+' bank loan
rating and recovery rating of '2' on TPC's proposed first-lien
term loan facility.  The term loan facility has been reduced to
$210 million from $280 million, to provide for the addition of a
proposed $70 million prefunded synthetic letter of credit
facility.

Standard & Poor's also assigned its 'B+' rating and '2' recovery
rating to the company's $70 million prefunded synthetic letter of
credit facility.  These facilities, together with a $115 million
revolving credit facility, constitute a $395 million package of
senior secured credit facilities.  The bank loan ratings are based
on preliminary terms and conditions.  The outlook is stable.
     
TPC's revised financing plan follows a modification in the
structure of a transaction to acquire a large butadiene facility
from Huntsman Corp.  The approximately $270 million acquisition
price now incorporates a $70 million contingency component which
is payable only on achievement of certain milestones by Huntsman
Corp.  These milestones relate to Huntsman's ability to meet
certain performance thresholds in the supply of crude C4 feedstock
to the acquired facility within 2.5 years of the closure of the
transaction.  Huntsman's ability to supply crude C4 to the
facility acquired by TPC has been negatively affected by a recent
explosion in Huntsman's Port Arthur facilities, which produce
crude C4.

"The ratings reflect TPC's narrow product range, concentration of
revenue and earnings in a few customers and products, potential
for cyclicality of some earnings, and uncertainty in demand growth
in key markets," said Standard & Poor's credit analyst Paul
Kurias.

Standard & Poor's also notes the considerable integration and
execution risks associated with the acquisition of a large
butadiene facility from Huntsman Corp. and conversion of existing
methyl tertiary butyl ether facilities to produce high value
products.  These risk factors are partly offset by the company's
moderate leverage, although without the benefit of proven
financial policies, stability in margins in key products resulting
from favorable contractual terms with suppliers of crude C4
feedstock, and a favorable competitive position with leading
market shares in key products.

Houston, Texas-based TPC, along with its operating subsidiaries,
processes petrochemical feedstocks (crude C4) to produce commodity
chemicals including butadiene.  The company's main product,
butadiene, is an input in synthetic rubber production in the U.S.,
most of which is consumed by the domestic tire industry.

TPC also currently produces MTBE, a fuel additive, whose sales are
expected to decline sharply in the near-term following legislation
that no longer requires refineries to add oxygenates into fuel,
and following environmental concerns with the product.  TPC plans
to convert its MTBE facilities to produce specialty high-value
products (therefore future contributions from MTBE have not been
assumed as part of the business plan).


TIER TECHNOLOGIES: Releases Unaudited Preliminary Financials
------------------------------------------------------------
Tier Technologies, Inc. (OTC: TIER) has released preliminary
unaudited financial results for the fiscal year ended Sept. 30,
2005, and for the quarter ended Dec. 31, 2005.  Currently, the
Company's auditors are reviewing these financial results.  The
Company says the financial statements could change significantly.

Tier's preliminary revenues were $150.6 million during fiscal
2005.  

              Preliminary 2006 First Quarter Results

During the quarter ended Dec. 31, 2005, Tier's revenues were
$38.5 million, and net income was $400,000.  Pre-tax operating
costs and expenses exceeded revenues by $300,000 in the quarter.
The $300,000 pre-tax operating loss incurred during the quarter
ended Dec. 31, 2005, includes $1.0 million of costs incurred to
reconcile the accounts of one of our payment processing centers,
plus $300,000 of compensation expenses associated with the
implementation of SFAS No. 123R -- Share-Based Payment.

The audit and review of the Company's historical financial
statements is ongoing.  Accordingly, the Company is not in a
position to refile its:

   -- historical financial statements;

   -- Annual Report on Form 10-K for fiscal year 2005;

   -- Quarterly Reports on Form 10-Q for the fiscal periods ended
      Dec. 31, 2005, and March 31, 2006.

Tier is making every effort to help its auditors complete their
work as quickly as possible, and will file its restatements when
the work is completed.

"As demonstrated by these unaudited financial statements, Tier is
a healthy, growing company" Ronald L. Rossetti, the Company's
chief executive officer, said.  

"With revenues in fiscal year 2005 of $151 million, approximately
$65 million in cash, cash equivalents and investments and no debt,
Tier is clearly financially stable, and well positioned for
continued future growth."

As reported in the Troubled Company Reporter on April 11, 2006,
the Audit Committee of the Company's Board of Directors retained
the independent law firm of Ropes & Gray LLP in December 2005 to
conduct an independent investigation of restatement-related
issues.  The scope of the investigation includes:

     (i) examination of the qualitative and financial reporting
         issues giving rise to the restatement, including the
         issues Tier's management brought to the Audit Committee's
         attention;

    (ii) review of Tier's proposed restatement and related filings
         as they are prepared by the Company;

   (iii) review of accounting control and management issues that
         come to the Audit Committee's attention during the course
         of its investigation; and

    (iv) identification of remedial measures that the Audit
         Committee recommends the Company implement in light of
         its findings.

On April 5, 2006, Tier provided the Panel with a substantive
status report addressing the questions posed by the Panel on
March 10, 2006, which the Company was required to address as a
condition of continued listing on The Nasdaq National Market.  
While the Company believes it has satisfied this condition to
continued listing, there can be no assurance that the Panel will
find this report satisfactory, in which case Tier's common stock
could be delisted from The Nasdaq National Market.

                            About Tier

Headquartered in Reston, Virginia, Tier Technologies, Inc. --
http://www.tier.com/-- provides transaction processing and  
packaged software and systems integration services to more than
2,200 federal, state, and local governments, educational
institutions, utilities and commercial clients in the U.S. and
abroad.  The Company, through its subsidiary, Official Payments
Corp. -- http://www.officialpayments.com/-- designs, installs and  
maintains cutting-edge public sector software systems, and
delivers fast, secure and convenient financial transaction
processing solutions.

                             Defaults

As reported in the Troubled Company Reporter on March 21, 2006,
the expected restatement, the delayed availability of Tier
Technologies, Inc.'s financial statements for the fiscal year
ended Sept. 30, 2005, and the anticipated loss for the quarter
ended Sept. 30, 2005, constituted events of default under the
revolving credit agreement between the Company and its lender,
City National Bank.  In addition, the Company incurred similar
events  of default for the quarter ended Dec. 31, 2005.


TRIMEDIA ENT: April 30 Balance Sheet Upside-Down by $8.2 Million
----------------------------------------------------------------
Trimedia Entertainment Group, Inc., filed its first quarter
financial statements for the three months ended April 30, 2006,
with the Securities and Exchange Commission on May 19, 2006.

The Company reported an $836,573 net loss on $13,857 of net
revenues for the three months ended April 30, 2006.

At April 30, 2006, the Company's balance sheet showed $621,020
in total assets and $8,884,331 in total liabilities resulting in
$8,263,311 stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $228,285 in total current assets available to pay
$7,784,331 n total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?bb1

                      Going Concern Doubt

As reported in the Troubled Company Reporter on March 27, 2006,
Cogen Sklar, LLP expressed substantial doubt about TriMedia's
ability to continue as a going concern after auditing the
Company's financial statements for the years ended October 31,
2005 and 2004.  The auditing firm pointed to the Company's
recurring losses from operations, negative working capital and
negative cash flows.

TriMedia says that it may incur further operating losses and
experience negative cash flow in the future.  Achieving
profitability and positive cash flow depends on its ability to
generate sufficient revenues from its films and recording studio
and its ability to raise additional capital.

"But there can be no assurances that the Company will be able to
generate sufficient revenues or raise additional capital to
achieve and sustain profitability and positive cash flow in the
future," management says in its latest quarterly report.

A full-text copy of TriMedia's quarterly report is available for
free at http://ResearchArchives.com/t/s?6ed

                           New CFO

On June 14, 2005, the Company's Board of Directors terminated the
employment of Shawn Taylor as chief financial officer and Daniel
Taylor as president.  The Board appointed Christopher Schwartz to
the position of chief financial officer and president following
the termination.

                       About TriMedia

Founded in 2002, TriMedia Entertainment Group, Inc., --
http://www.trimediaent.com/-- is an international multimedia   
entertainment company with a focus on developing entertainment
content.  The company primarily produces films and recorded music
on the DVD and CD formats.  The Company produces and distributes
music and filmed entertainment content through holdings such as
Ruffnation Music, Metropolitan Recording, Ruffnation Films, and
Snipes Production.  The company has a strategic partnership with
Sony, giving Ruffnation Films access to Sony BMG artists, which
the company plans to feature in its low-budget films and their
related soundtracks.  CEO Christopher Schwartz owns 46% of
TriMedia.

At Jan. 31, 2006, TriMedia Entertainment's stockholders' equity
deficit widened to $7,426,738, from a $6,788,180 deficit reported
at Oct. 31, 2005.


TRUMP ENT: Partners with Diamondhead to Develop Miss. Property
--------------------------------------------------------------
Trump Entertainment Resorts, Inc. and Diamondhead Casino
Corporation signed a letter of intent pursuant to which the
parties intend to form a joint venture partnership to develop,
build and operate a destination casino resort in Diamondhead,
Mississippi.

The joint venture would cover a minimum of forty acres within a
404-acre tract of land owned by Mississippi Gaming Corporation, a
wholly owned subsidiary of Diamondhead.  The Diamondhead tract
fronts Interstate 10 for approximately two miles and the Bay of
St. Louis for approximately two miles and is located in Hancock
County, Mississippi.  The property is zoned as a Special Use
District-Waterfront Gaming District by Hancock County.  On October
17, 2005, following Hurricane Katrina, Mississippi Governor Haley
Barbour signed a bill into law that permits casinos to be built on
land up to 800-feet from the mean high water line of certain
bodies of water.  The new law applies to the Diamondhead property.

"We believe a partnership with Trump Entertainment Resorts for
this venture adds up to an ideal combination because of their
experience, the value of the Trump brand, the location of our site
on Interstate 10 and the vitality of the Gulf Coast market," said
Deborah A. Vitale, the Chairman, Chief Executive Officer and
President of Diamondhead.  "We have the land, the location and the
desire to pursue a master plan for the entire tract that should
not only enhance long term shareholder value, but which should
significantly enhance the surrounding economy."

"As we renovate and re-brand our Atlantic City properties, we are
also focused on our corporate development initiatives and
expanding the Trump brand into new markets," said James B. Perry,
President and Chief Executive Officer of Trump Entertainment
Resorts, Inc.  "We are excited about the prospect of bringing the
Trump brand to the Gulf Coast, and we hope to join private and
public entities in redeveloping the region. We believe that this
is a great opportunity to create value for our company, our
shareholders and the citizens of Mississippi."

                   About Diamondhead Casino

Diamondhead Casino Corporation (OTCBB: DHCC), through its wholly
owned subsidiary, Mississippi Gaming Corporation, owns and intends
to develop, in cooperation with a joint venture partner,
approximately 404 acres of land in Diamondhead, Mississippi.
Diamondhead intends to develop the property as a destination
casino resort and hotel with condominiums and other amenities.

                  About Trump Entertainment

Headquartered in Atlantic City, New Jersey, Trump Entertainment
Resorts, Inc., fka Trump Hotels & Casino Resorts, Inc. (NASDAQ:
TRMP) -- http://www.thcrrecap.com/-- through its subsidiaries,  
owns and operates four properties and manages one property under
the Trump brand name.  The Company and its debtor-affiliates filed
for chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case
No. 04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's said the rating outlook is stable.


ULTRADATA SYSTEMS: March 31 Balance Sheet Upside-Down by $3.9 Mil.
------------------------------------------------------------------
Ultradata Systems, Inc., incurred a $310,715 net loss on $85,326
in revenues in the quarter ending March 31, 2006, the Company
reported in a Form 10-QSB filed with the U.S. Securities and
Exchange Commission.

As of March 31, 2006, the Company's balance sheet reported assets
amounting to $182,983 and liabilities aggregating $4,096,037.  The
Company's equity deficit narrowed to $3,913,054 from a $4,919,458
equity deficit at Dec. 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://ResearchArchives.com/t/s?bb4

Ultradata Systems, Inc., manufactures and markets handheld
computers that provide travel information.  The products are based
upon a data compression technology that the Company developed,
portions of which it patented.

                        Going Concern Doubt

Webb & Company, P.A., the Company's auditor, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's 2005 financial statements.  Webb &
Company pointed to the Company's net losses, negative cash flow
from operations, working capital deficiency and a stockholders'
deficiency.


UNITY VIRGINIA: Hires Cavazo Hendricks as Bankruptcy Counsel
------------------------------------------------------------
Unity Virginia Holdings, L.L.C., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Cavazos, Hendricks & Poirot, P.C., as
their bankruptcy counsel.

Cavazo Hendricks is expected to:

    1. analyze the Debtors' financial situations and render advice
       to the Debtors pertaining to the filing of their petitions
       in bankruptcy;

    2. prepare and file the Debtors' petitions, schedules,
       statements of affairs, plan and disclosure statement;

    3. represent the Debtors at the meeting of creditors and at
       any confirmation hearing, and at any adjourned or
       continued hearings thereof;
  
    4. represent the Debtors in negotiations with creditors in
       regard to the Debtors preparation and filing of a
       disclosure statement and a plan of reorganization;

    5. advise and consult the Debtors concerning questions
       arising in the conduct of the administration of their
       respective estates and concerning applicants' rights and
       remedies with regard to assets and the claims of their
       respective estates and other issues pertaining thereto
       that may arise from unknown parties, creditors and
       parties in interest; and

    6. represent the Debtors in any contested matters, adversary
       proceedings, claims litigation and actions and any an all
       other actions involving their respective bankruptcy cases
       or property of their respective bankruptcy estates, if,
       as and when required or necessary.

Rod L. Poirot, Esq., a shareholder at Cavazo Hendricks, tells the
Court that he will bill $275 per hour for this engagement.  Mr.
Poirot discloses that the firm's other professionals bill:

       Professionals                    Hourly Rate
       -----------------                -----------
       Arnaldo N. Cavazos, Jr., Esq.        $310
       Charles B. Hendricks, Esq.           $290
       Craig H. Smitham, Esq.               $275
       James C. Jarrett, Esq.               $180
       Michael W. Sebesta, Esq.             $195
       Paralegals                       $10 - $90   

Mr. Poirot further discloses that Karl Singer, the Debtors'
manager, has agreed to pay the firm a $56,000 retainer.

Mr. Poirot assures the Court that his firm does not represent any
interest adverse to the Debtor, its estate or creditors.

Mr. Poirot can be reached at:

         Rod L. Poirot, Esq.
         Cavazo, Hendricks & Poirot, P.C.
         Suite 570, Founders Square
         900 Jackson Street
         Dallas, Texas 75202
         Tel: (212) 748-8171
         Fax: (212) 748-6750
         http://www.chfirm.com/

Headquartered in Dallas, Texas, Unity Virginia Holdings LLC,
operates a coal mining and processing company.  The company filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex.  Case
No. 06-31937).  James C. Jarret, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.

Four of the Debtor's affiliates, Glamorgan Coal Resources LLC,
Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan
Refuse LLC, filed for chapter 11 protection on May 12, 2006
(Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956).  Another
affiliate, Glamorgan OPerations, LLC, filed for chapter 11
protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995).

No Official Committee of Unsecured Creditors has been appointed in
the Debtors cases.


USG CORP: Emerges from Bankruptcy After Plan Effectivity
--------------------------------------------------------
USG Corporation's (NYSE:USG) Plan of Reorganization became
effective yesterday, formally concluding its Chapter 11
proceedings.  The Plan was confirmed last week by two judges for
the United States Bankruptcy Court and the U.S. District Court for
the District of Delaware, enabling the building materials company
to complete the bankruptcy case and emerge from Chapter 11.  The
company is beginning the process of repaying its creditors and
funding an asbestos trust that will be responsible for
compensating asbestos personal injury claimants.

"It is a great day for USG," said William C. Foote, USG
Corporation chairman and chief executive officer.  "The Courts'
action enables us to bring to a close one of the most challenging
and extraordinary events in the company's 104-year history."  

"The successful resolution of our Chapter 11 case is historic in
the context of asbestos bankruptcy cases," said Foote.  "Asbestos
claimants will be compensated, our banks, bondholders and
suppliers will be repaid in full with interest; and shareholders
who stood by us through this process will be rewarded by retaining
ownership in the company."

The plan of reorganization, which was approved by more than 99
percent of the asbestos personal injury claimants voting, requires
USG to establish and fund a personal injury trust to pay asbestos
personal injury claims.  A $900 million payment to the new trust
was made today.  Two subsequent payments totaling $3.05 billion
would be made within the next 12 months if Congress fails to enact
legislation establishing a national asbestos personal injury trust
fund, such as the FAIR Act, which is currently being considered in
the United States Senate (S. 3274).  The terms of the agreement
are contained in the plan of reorganization that was confirmed by
the Delaware court.

Financing for the plan is expected to be provided from USG's cash
on hand, a $1.8 billion rights offering to stockholders
backstopped by Berkshire Hathaway Inc., tax refunds and new
long-term debt.

"Our Plan is fair, fast, final and affordable," Foote explained.  
"It's fair for everyone who has a stake in USG, including those
suffering from an asbestos-related illness, who will begin
receiving compensation soon.  The Plan is fast because it brings
to a close a highly complex case less than six months after the
initial agreement with the Asbestos Personal Injury Committee and
Future Claimants Representative was first announced in January.  
The Plan provides a final solution to the company's asbestos
personal injury liability; all present and future asbestos
personal injury claims will be permanently channeled to an
independent 524 (g) personal injury trust.   And the Plan is
affordable because the company's strong operational and financial
performance over the past five years has given it the financial
resources and access to capital that make the Plan possible.

"Emerging from Chapter 11 is enormously satisfying to everyone at
USG because we kept our promises," Foote said.  "When we entered
Chapter 11, we committed to treating asbestos claimants fairly;
sustaining our market leadership and operational excellence;
maintaining a strong organization; paying our creditors in full;
gaining the best possible outcome for current shareholders;
putting asbestos personal injury claims behind us, once and for
all; and emerging as quickly as possible, without sacrificing our
other goals.  The 14,000 men and women of USG can look back over
the past five years and be especially proud of what they have
accomplished."

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


VARIG S.A.: Preliminary Injunction Ends Today
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the Preliminary Injunction pending the entry of a
Preliminary Injunction Order, as modified to reflect the Court's
bench ruling at the June 13, 2006 hearing.  The Preliminary
Injunction is extended until June 21, 2006.

VARIG, S.A.'s  Foreign Representative Eduardo Zerwes requested the
extension to permit the closing of the airline's auction or its
possible "going concern" liquidation to occur.

The Foreign Representative said that the Foreign Proceedings are
still at a critical state.  The Brazilian Court is expected to
decide anytime soon on NV Participacoes' offer to buy VARIG's
operations.  Aside from last-minute offers that the Brazilian
Court received, certain investment groups have also showed
interests to submit bids for VARIG.

                Contingency Plan Not Yet Appropriate

While a permanent injunction would not be appropriate at this
time, in the event that the Brazilian Court approves NVP as able
to complete the sale transaction, or orders a liquidation that
provides for the continuation of the Foreign Debtors as a going
concern, the Court should not order the implementation of the
Contingency Plan for the Orderly Return of Aircraft, Rick B.
Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New
York, asserts.

"Implementation of the Contingency Return Plan at this time would
clearly cripple any chance of the Foreign Debtors' continuing as
a going concern," Mr. Antonoff maintains.

Mr. Antonoff assures the Court that if the Brazilian Court orders
a liquidation that does not permit the Foreign Debtors to emerge
from judicial restructuring or liquidation as a going concern,
they will cooperate with its lessors to implement the Contingency
Return Plan.

Mr. Antonoff intends to circulate to the objecting lessors a
proposed form of Preliminary Injunction Order extending the
Preliminary Injunction as extended at the June 13 Hearing, with a
view to considering any comments the parties may have.

                            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. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WCI STEEL: Adequate Protection Payment Unjustly Enriched Creditor
-----------------------------------------------------------------
WCI Steel, Inc., brought an adversary proceeding against Seaway
Marine Transport seeking a determination of the validity and
priority of maritime liens and asking the Bankruptcy Court to find
that a $100,000 adequate protection payment unjustly enriched
Seaway and should be returned to the estate.

WCI is a corporation incorporated under the laws of Ohio with its
principal place of business in Warren, Ohio.  WCI is in the
business of producing steel.  Seaway is a Canadian company with
its principal office located in St. Catharines, Ontario.  Seaway
is a company that operates transport vessels on the Great Lakes,
St. Lawrence River and waterways of Eastern Canada.

On October 19, 2001, WCI and Seaway entered into a Contract of
Affreightment.  Seaway agreed to transport Pellets purchased by
WCI from Point Noire, Quebec, Canada to Pinney Dock in Ashtabula,
Ohio.  Pinney Dock is a dock and warehouse facility that receives
iron ore shipments for WCI and is owned and operated by a third
party.

The Contract provides that WCI is required to pay Seaway within
five days of the loading of the Pellets.  The Contract provided
Seaway with rights if WCI did not meet its payment obligations.  A
Bill of Lading, expressly incorporated into the Contract,
contained a lien provision.  Under the Contract, any dispute
between the parties was to be resolved by a court or arbitrator
using Canadian law.

Seaway completed loading 28,816 MTS Pellets (valued at $215,000 on
the M/V JEAN PARISIEN on September 5, 2003 and 23,745 MTS Pellets
(valued at $190,000) on the M/V ALGOSTEEL on September 6, 2003.  
The Pellets on the M/V JEAN PARISIEN arrived at Pinney Dock in
Ashtabula, Ohio on September 9, 2003, and the Pellets on the M/V
ALGOSTEEL arrived at Pinney Dock on September 10, 2003.  Seaway
discharged both shipments of Pellets at Pinney Dock.  At no time
prior to discharge did Seaway notify WCI or the wharfinger or
warehouseman, in writing or otherwise, that it was conditionally
releasing the Pellets subject to WCI's obligation to pay for the
Pellets.  Instead, Seaway discharged the Pellets in accordance
with Seaway's and WCI's standard operating practices under the
Contract and Bill of Lading.

On September 16, 2003, WCI filed for chapter 11 protection.  WCI
failed to pay Seaway for these two shipments in accordance with
the terms of the Contract.  As a result, on September 16, 2003 --
seven and six days, respectively, after Seaway discharged the
Pellets -- Seaway served WCI and Pinney Dock two Notices of Claims
of Lien, under general maritime law, against the Pellets delivered
on September 9 and September 10, 2003 to Pinney Dock.  As of the
date of service, all of the Pellets remained in a warehouse at
Pinney Dock.

After WCI filed for bankruptcy, Seaway refused to continue
providing transport services under the Contract unless WCI paid a
portion of the alleged liens.  On October 2, 2003, the Bankruptcy
Court issued an Order Authorizing Debtors to Provide Adequate
Protection to Seaway and Authorizing (a) Payment of Maritime
Claim, (b) Granting Replacement Liens in Existing or New Inventory
Located at Pinney Dock in Respect of Maritime Claim; (c)
Authorizing and Directing Applicable Banks and Financial
Institutions to Receive, Possess and Pay any and all Checks and
Other Transfers Related to Such Claim.  That Adequate Protection
Order, as an inducement to Seaway to continue providing shipping
services under the Contract, authorized WCI to pay Seaway
$205,568.45, without prejudice to disputing or contesting the
amount or validity of Seaway's Maritime Lien Claims.  

WCI paid $100,000 under the terms of the Adequate Protection
Order.  

WCI commenced its adversary proceeding on December 10, 2003,
asserting that (i) Canadian law applies; (ii) the Pellets were
released without condition; and (iii) the adequate assurance
payment was made subject to WCI's right to dispute the payment.  
Seaway asserts that (1) the law of the United States applies; (2)
the Pellets were conditionally released pursuant to the Contract
and Bill of Lading; and (3) the adequate assurance payment was
voluntarily made and may not be recouped.

In a decision published at 2005 WL 4088198, the Honorable Kay
Woods finds and concludes that Seaway was unjustly enriched by
WCI's $100,000 adequate protection protection following Seaway's
refusal to continue to provide transport service for the debtor
unless the debtor paid a portion of the operator's contested
maritime liens, and that warrants the operator's return of those
funds to the debtor.  Judge Woods also finds and concludes that
operator's maritime liens are invalid, meaning Seaway holds a
general unsecured claim.

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steel at its Warren, Ohio facility.  WCI products are
used by steel service centers, convertors and the automotive and
construction markets.  WCI Steel filed for chapter 11 protection
on Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662) and emerged
from chapter 11 in May 2006, under a plan proposed by 17
Noteholders led by Harbinger Capital Partners Master Fund I, Ltd.,
that gave the Noteholders $100,000,000 in new 8% Secured Notes and
more than 98% of the equity of the reorganized steel company.  
Christine M. Pierpont, Esq., and G. Christopher Meyer, Esq., at
Squire, Sanders & Dempsey, L.L.P., represent the Debtor.  Amy M.
Tonti, Esq., at Reed Smith LLP, represented the Official Committee
of Unsecured Creditors.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP; represented the Noteholders in the hotly
contested chapter 11 proceedings; the Noteholders hired CIBC World
Markets as their financial advisor, and McDermott Will & Emery
LLP, served as the Noteholders' special labor counsel to briker a
deal with the United Steelworkers.  When WCI Steel filed for
chapter 11 protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WESTERN MEDICAL: Providential to Buy Assets for $5.25 Million Cash
------------------------------------------------------------------
Providential Holdings Inc. (OTCBB:PRVH) (Berlin Stock Exchange and
Frankfurt Stock Exchange:PR7 - WKN 935160) received a financing
commitment for a total of $5.5 million from Northern Healthcare
Capital, LLC, including a $2.5 million revolving working capital
line that may be increased to accommodate future sales growth, for
the acquisition of key assets of Western Medical, Inc., an Arizona
corporation engaged in the business of selling durable medical
equipment and providing related services, with headquarters in
Phoenix, Arizona.

According to the asset purchase agreement previously executed by
Western Medical and Providential Holdings, the Company will
purchase key assets, valued at approximately $15 million, of
Western Medical for $5.25 million in cash.

Western Medical filed a Chapter 11 Petition on June 15, 2006, with
the U.S. Bankruptcy Court for the District of Arizona.  Western
Medical currently awaits the decision of the Court, which may
assert and approve higher and better bids.

The closing of the transaction is subject to the approval of the
Court and other conditions as described in the asset purchase
agreement and is expected to occur on an agreed-upon date no later
than 10 business days following entry of a final Sale Order by the
Court.

Robert Buceta, corporate strategist of Providential Holdings,
Inc., commented: "We are pleased to announce the financing
commitment from Northern Healthcare Capital, LLC for this
transaction and believe the consummation of this acquisition will
greatly benefit all pertinent stakeholders, including Northern
Healthcare Capital and Providential Holdings shareholders, in the
very near future."

                   About Providential Holdings

Basedin Huntington Beach, California, Providential Holdings, Inc.
(OTCBB:PRVH) -- http://www.phiglobal.com/-- specializes in    
mergers and acquisitions and independent energy business.  The
Company acquires and consolidates special opportunities in
selective industries to create additional value, acts as an
incubator for emerging companies and technologies, and provides
financial consultancy and M&A advisory services to U.S. and
foreign companies.

                      About Western Medical

Headquartered in Phoenix, Arizona, Western Medical, Inc. --
http://www.westernmedicalinc.net/-- sells and distributes medical  
and hospital equipment.  The company filed for chapter 11
protection on June 15, 2006 (Bankr. D. Ariz. Case No. 06-01784).  
Brenda K. Martin, Esq., at Osborn Maledon, P.A., represents the
Debtor.  When the Debtor filed for protection from its creditors,
it estimated asstes between $1 million to $10 million and debts
between $10 million and $50 million.


WINN-DIXIE: Five Creditors Want Trade Panel's Request Denied
------------------------------------------------------------
In separate pleadings, five creditors ask the U.S. Bankruptcy
Court for the Middle District of Florida to deny the Ad Hoc Trade
Committee's request.

The five creditors are:

    1. Gardens Park Plaza, Ltd.;

    2. Windsor Foods;

    3. Lassiter Properties, Inc.;

    4. Domino Foods, Inc., as agent for American Sugar Refining,
       Inc.; and

    5. Florida Crystals Food Corporation

Gardens Park Plaza and Windsor Foods assert that unless and until
they have the ability to review the papers filed under seal, they
cannot fully evaluate whether or not to object to or support the
Trade Committee's request.

Domino and Florida Crystals also seek an opportunity to
adequately evaluate the basis of the Trade Committee's request.

Windsor Foods further asks the Court to extend the deadline to
respond to the Trade Committee's request after the information
filed under seal has been disclosed.

Jimmy D. Parrish, Esq., at Gronek & Latham, LLP, in Orlando,
Florida, contends that Lassiter and the other creditors are
entitled to:

    (a) adequate notice of a confidentiality agreement that they
        are being required to execute as a condition to their
        access to important Court records;

    (b) an assurance that, upon executing the Confidentiality
        Agreement, they will obtain access to the documents;

    (c) information of the materials the Trade Committee seeks to
        conceal.

Lassiter asks the Court to require the Trade Committee to
establish grounds for sealing the materials and imposing on the
creditors the obligations consequent to the Confidentiality
Agreement, and show that there exist no less drastic means of
protecting the materials.

                            Background

As reported in the Troubled Company Reporter on May 19, 2006,
the Ad Hoc Trade Committee asks the U.S. Bankruptcy Court for the
Middle District of Florida to substantively consolidate Winn-Dixie
Stores, Inc., and its debtor-affiliates' estates pursuant to
Section 105(a) of the Bankruptcy Code.

The Trade Committee was reformed and reactivated in March 2006 to
investigate substantive consolidation issues from the perspective
of the Debtors' trade creditors.

The current members of the Trade Committee are:

    -- ASM Capital,
    -- Amroc Investments, LLC,
    -- Avenue Capital Group,
    -- LCH Opportunities, LLC,
    -- DellaCamera Capital Management, LLC,
    -- Contrarian Capital Management, LLC,
    -- Longacre Fund Management, LLC,
    -- ConAgra Foods, Inc.,
    -- The Procter & Gamble Distributing Co.,
    -- S.C. Johnson & Son, Inc.,
    -- Conopco, Inc.,
    -- Madison Capital Management,
    -- VR Capital Group, Ltd., and
    -- General Mills, Inc.

The Trade Committee members hold approximately $70,000,000 in
unsecured claims, relating to goods, sold and delivered to the
Debtors, services rendered to the Debtors, and rejection of
leases.

The Trade Committee informally asked the Debtors to provide
documentation relating to their business, which are relevant to a
substantive consolidation analysis, Thomas R. Califano, Esq., at
DLA Piper Rudnick Gray Cary US LLP, in New York, tells the Court.  
On March 30, 2006, the Debtors and the Trade Committee entered
into a confidentiality agreement to facilitate the Trade
Committee's investigation.

According to Mr. Califano, the Debtors would not have produced
documents to the Trade Committee absent the Trade Committee
entering into the Confidentiality Agreement.

Mr. Califano asserts that substantive consolidation is
appropriate because:

    (a) there is a substantial identity between the Debtors; and

    (b) consolidation is necessary to avoid some harm or realize
        some benefit.

The Trade Committee seeks the Court's permission file under seal
its brief supporting its substantive consolidation motion and the
affidavit of M. Freddie Reiss.

Mr. Califano explains that the Brief and the Reiss Affidavit are
in part based on non-public, confidential and proprietary
information about the Debtors that has been voluntarily disclosed
to the Trade Committee by the Debtors, but are subject to the
Confidentiality Agreement.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINN-DIXIE: Can Assume Modified JEA Electrical Service Agreements
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to assume certain Prepetition Agreements with
Jacksonville Electric Authority, as modified.

The Court directs the Debtors to pay $583,898 to the Jacksonville
Electric Authority.

The assumption of the contracts is effective on the payment of
the Cure Amount.

                            Background

As reported in the Troubled Company Reporter on May 11, 2006,
Jacksonville Electric Authority provides Winn-Dixie Stores, Inc.,
and its debtor-affiliates with electrical and water services for
their operations in Northeast Florida.  

Because of the Debtors' use of a large volume of electrical
services, JEA provides them with price discounts on these services
under a General Service Large Demand Rider Electric Service
Agreement and a Multiple Accounts Load Improvement Rider Service
Agreement, both dated as of July 28, 1998.

The Debtors realize monthly savings of $50,000 to $60,000 under
the Prepetition Agreements, D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, tells the Court.

The Prepetition Agreements include services for a store that the
Debtors have closed and contain errors on the addresses of a
number of store locations.  To correct the errors and delete the
closed store, JEA has agreed to modify each of the Prepetition
Agreements.

Mr. Baker assures the Court that the Debtors will pay an existing
default of $583,898, under the Prepetition Agreements.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XACT AID: Selling 1 Mil. Shares of Brooke Carlyle Stock to Nexgen
-----------------------------------------------------------------
Xact Aid, Inc., entered into a Stock Purchase Agreement with
Nexgen Biogroup, Inc., for the sale of the 1,000,000 shares of the
common stock of Brooke Carlyle Life Sciences, Inc. held by the
Company, which represents all or substantially all of the assets
of the Company, for $1,000 cash, representing a consideration of
$.001 per share of Brooke Carlyle, Brooke Carlyle's par value per
Share.  

Also, on May 4, 2006, the Company's Board of Directors and the
shareholders of the Company holding the majority of issued and
outstanding shares of the Company's common stock approved and
accepted the offer for the Sale of Brooke Carlyle stock to Nexgen,
thus authorizing the Company to enter into the Agreement.  

The Board believes that the Sale of the Brooke Carlyle stock is in
the best interests of the Company and its shareholders in order to
satisfy and comply with the terms of the Share Exchange Agreement
requiring the Sale of the Brooke Carlyle stock.  The Board of
Directors further believes that such Sale in connection with
entering into the Share Agreement will provide to the Company the
best opportunity to proceed with restructuring its business via
the acquisition of Technorient.

Brooke Carlyle is a development stage company in the business of
developing biomedical testing products.  In accordance with the
terms of the Agreement, the Company agreed to:

   (i) sell, assign and transfer to Nexgen any and all of its
       rights, title and interests in Brooke Carlyle; and

  (ii) transfer to Nexgen 1,000,000 shares of Brooke Carlyle
       common stock.

Headquartered in Westlake Village, California, Xact Aid, Inc.'s
-- http://www.xactaid.com/-- business included marketing of  
wound-specific first aid kits and development of biomedical
products.  It's business operations, held by its subsidiary Brook
Carlyle Life Sciences, Inc., have recently been sold to Nexgen
Biogroup, Inc.  Xact Aid plans to transfer control of the Company
to management at Technorient, Inc.

                       Going Concern Doubt

Armando C. Ibarra expressed substantial doubt about Xact Aid's
ability to continue as a going concern after auditing the
Company's financial statements for the year ended June 30, 2005.
The auditor points to the Company's net losses of $1,200,010.
According to the auditor, the successful completion of the
Company's transition to the attainment of profitable operations is
dependent upon its obtaining adequate financing to fulfill its
development activities and achieving a level of sales adequate to
support the Company's cost structure.


XACT AID: Swapping 95% Outstanding Capital Stock with Technorient
-----------------------------------------------------------------
Xact Aid, Inc., entered into a non-binding letter of intent with
Technorient, Ltd., a company formed under the laws of Hong Kong,
for a proposed share exchange with Technorient.  

Pursuant to the LOI, the Company intended to acquire not less than
99.92% of the capital stock of Technorient in exchange for the
issuance of shares of the Company's Preferred Stock which were
proposed to be authorized and would be convertible into 95% of the
outstanding capital stock of the Company, as was disclosed in a
definitive Information Statement on Schedule 14(c) filed with the
Securities and Exchange Commission on March 28, 2006, and mailed
to the Company's shareholders on March 30, 2006.  

In early May of 2006 the Board of Directors was presented with the
agreement as referred to in the LOI for the share exchange with
Technorient.  On May 4, 2006 the Board of Directors of the Company
and shareholders holding the majority of the Company's issued and
outstanding common stock, approved for the Company to enter into
said agreement.

On June 9, 2006, the Share Exchange Agreement was entered into by
and among the Company, Fred De Luca, a director of the Company;
Corich, Enterprises  Ltd.,  Herbert  Adamczyk;  and Technorient.

Pursuant to the terms of the Share Agreement, the Company will
acquire from the Sellers not less than 99.92% of the capital stock
of Technorient in consideration of the Company issuing to the
Sellers Series A Convertible Preferred Stock which will be
convertible into 1,433,361,000 shares of the Company's Common
Stock, representing 95% of the outstanding capital stock of the
Company on a fully diluted basis, taking into account the
Issuance.  After giving effect to the Issuance, there will be  
approximately 1,508,801,053  shares  issued and outstanding of the
Company's common stock.

Conditions precedent to the closing of the Share Agreement
include, but are not limited to:

   (i) that the holders of the Company's  10%  Callable  
       Secured Convertible Notes in the aggregate amount of  
       $1,000,000 will convert the Notes into 44,060,282  
       shares of the Company's  common stock;  

  (ii) that Edward W. Withrow, III, a related party of the
       Company, holder a certain note in the principal amount
       of $950,000 convert such amount into 16,600,000
       restricted shares of the Company's common stock; and

(iii) that the Company, at Closing, as defined in the Share
       Agreement, will have no assets or liabilities, such
       that on or before the Closing the Company will transfer
       all of its assets, including the shares of Brooke Carlyle
       Life Sciences, Inc., and liabilities to a third party
       or parties reasonably acceptable to Seller.  

Closing of the acquisition is scheduled for July 30, 2006.

Technorient is a Hong Kong based company whose principal business
is the importation and distribution of luxury sports cars in Hong
Kong, Macau and China.  Through its wholly owned operating
subsidiaries Italian Motors Ltd. and Autoitalia Ltd., Technorient
has operated as exclusive distributor for Ferrari and Maserati
brand motorcars in Hong Kong and Macau since 1984 and, from 1994
to 2004, in the Peoples Republic of China.  Since 2004,
Technorient has been developing a dealer network in China to work
closely with the Ferrari SpA controlled distributor based in
Shanghai.

Headquartered in Westlake Village, California, Xact Aid, Inc.'s
-- http://www.xactaid.com/-- business included marketing of  
wound-specific first aid kits and development of biomedical
products.  It's business operations, held by its subsidiary Brook
Carlyle Life Sciences, Inc., have recently been sold to Nexgen
Biogroup, Inc.  Xact Aid plans to transfer control of the Company
to management at Technorient, Inc.

                       Going Concern Doubt

Armando C. Ibarra expressed substantial doubt about Xact Aid's
ability to continue as a going concern after auditing the
Company's financial statements for the year ended June 30, 2005.
The auditor points to the Company's net losses of $1,200,010.
According to the auditor, the successful completion of the
Company's transition to the attainment of profitable operations is
dependent upon its obtaining adequate financing to fulfill its
development activities and achieving a level of sales adequate to
support the Company's cost structure.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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
      Actual Case Study - Torn from the Headlines:
         The Restructuring Process at its Best
            McCormick and Schmicks Nevada
               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 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Should legislative protection or indemnities be provided to    
         Chief Restructuring Officers to encourage turnarounds?
            Bondi Room, Sydney, New South Wales
               Contact: http://www.turnaround.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, 2006
   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

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 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: http://www.turnaround.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 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
         Bankruptcy Judges Hale, Nelms and Lynn
            Belo Mansion - The Pavilion, Dallas, Texas
               Contact: 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 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

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 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

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 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, New Jersey
            Contact: http://www.turnaroung.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 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, Georgia
            Contact: http://www.NABT.com/

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

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy  
         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

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, Robert Max Quiblat, 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.

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